What If A Creditor Refuses To Just Take The Money?

When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State's office....

Is There Any Repose For A Dissolved Nevada Corporation?

NRS 78.585 provides that dissolution does not impair any remedy or cause of action against a dissolved Nevada corporation or its directors, officers, or stockholders if it is  commenced within:

California's LLC Certificate of Cancellation - One Form That May Not Fit All

The California Revised Uniform Limited Liability Company Act deals separately with the dissolution and cancellation of a California limited liability company and the cancellation of registration of a foreign limited liability company. Yet, the...

How Does One Serve A Dissolved Corporation?

The California General Corporation Law provides that a California corporation that is dissolved continues to exist for the purpose of, among other things, defending actions against it. Cal. Corp. Code § 2010(a). This, of course, begs the question of...

Secretary Of State Creates Two New Revocation Forms

A corporation with an "active-pending termination" status can be returned to Active status by filing a Revocation of Election to Terminate, also known as a Revocation of Election to Wind Up and Dissolve, that meets the requirements of California...

Court Finds No Right To Prejudgment Interest In Buy-Out Of Shares

Section 1800 of the California Corporations Code authorizes specified persons to file a complaint for involuntary dissolution of the corporation based on specified grounds. Section 2000 provides an "escape hatch" by which involuntary dissolution may...

A Vice Chancellor Strives To Untangle California's Limited Partnership Dissolution Statutes

The California Corporations Code governs the birth and death of a wide variety of entities, including corporations, limited partnerships, and limited liability companies. The provisions relating to each of these types of entities are generally the...

Why A Dissolved Corporation May Sue While A Suspended Corporation May Not

Under the California General Corporation Law a corporation which is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action to which a dissolved corporation is a...

What Is A "Known Liability" And Why Does It Matter?

My last several posts have for the most part concerned the liability of shareholders when a corporation voluntarily or involuntarily dissolves. Directors may also face liability under Section 316(a)(2) of the Corporations Code. That statute makes...

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