SECTIONS 6610-6618

6610.  (a) Any corporation may elect voluntarily to wind up anddissolve (1) by approval of a majority of all members (Section 5033)or (2) by approval of the board and approval of the members (Section5034). (b) Any corporation which comes within one of the followingdescriptions may elect by approval of the board to wind up anddissolve: (1) A corporation which has been the subject of an order forrelief in bankruptcy. (2) A corporation which has disposed of all of its assets and hasnot conducted any activity for a period of five years immediatelypreceding the adoption of the resolution electing to dissolve thecorporation. (3) A corporation which has no members. (4) A corporation which is required to dissolve under provisionsof its articles adopted pursuant to subparagraph (A) of paragraph (2)of subdivision (a), of Section 5132. (c) If a corporation comes within one of the descriptions insubdivision (b) and the number of directors then in office is lessthan a quorum, the corporation may elect to voluntarily wind up anddissolve by any of the following: (1) The unanimous consent of the directors then in office. (2) The affirmative vote of a majority of the directors then inoffice at a meeting held pursuant to waiver of notice by thosedirectors complying with subdivision (a) of Section 5211. (3) The vote of a sole remaining director. (d) If a corporation elects to voluntarily wind up and dissolvepursuant to subdivision (c), references to the board in this chapterand Chapter 17 (commencing with Section 6710) shall be deemed to beto a board consisting solely of those directors or that sole directorand action by the board shall require at least the same consent orvote as would be required under subdivision (c) for an election towind up and dissolve.6611.  (a) Whenever a corporation has elected to wind up anddissolve a certificate evidencing that election shall forthwith befiled and a copy thereof filed with the Attorney General. (b) The certificate shall be an officers' certificate or shall besigned and verified by at least a majority of the directors then inoffice or by one or more members authorized to do so by approval of amajority of all members (Section 5033) and shall set forth: (1) That the corporation has elected to wind up and dissolve. (2) If the election was made by the vote of members alone, thenumber of votes for the election and that the election was made by amajority of all members (Section 5033). (3) If the election was made by the board and members pursuant toparagraph (2) of subdivision (a) of Section 6610, the certificateshall state that it was made by the board and the members inaccordance with Section 5034. (4) If the certificate is executed by a member or members, thatthe subscribing person or persons were authorized to execute thecertificate by a majority of all members (Section 5033). (5) If the election was made by the board pursuant to subdivision(b) of Section 6610, the circumstances showing the corporation to bewithin one of the categories described in that subdivision. (c) If an election to dissolve made pursuant to subdivision (a) ofSection 6610 is made by the vote of all the members of a corporationwith members or by all members of the board of a corporation withoutmembers and a statement to that effect is added to the certificateof dissolution pursuant to Section 6611, the separate filing of thecertificate of election pursuant to this section is not required.6612.  (a) A voluntary election to wind up and dissolve may berevoked prior to distribution of any assets: (1) if the election wasmade pursuant to paragraph (1) of subdivision (a) of Section 6610, bythe vote of a majority of all members (Section 5033); or (2) if theelection was made pursuant to paragraph (2) of subdivision (a) ofSection 6610, by the approval of the board and the members (Section5034); or (3) if the election was by the board pursuant tosubdivision (b) of Section 6610, by approval of the board. Thereupona certificate evidencing the revocation shall be signed, verified andfiled in the manner prescribed by Section 6611 and a copy thereoffiled with the Attorney General. (b) The certificate shall set forth: (1) That the corporation has revoked its election to wind up anddissolve. (2) That no assets have been distributed pursuant to the election. (3) If the revocation was made by the vote of members alone, thenumber of votes for the revocation and that the revocation was madeby a majority of all members (Section 5033). (4) If the revocation was made by the board and members pursuantto paragraph (2) of subdivision (a) of Section 6612, the certificateshall so state. (5) If the revocation was made by the board alone, the certificateshall so state.6613.  (a) Voluntary proceedings for winding up the corporationcommence upon the adoption of the resolution required by Section 6610by the members, by the board and members, or by the board alone,electing to wind up and dissolve. (b) When a voluntary proceeding for winding up has commenced, theboard shall continue to act as a board and shall have full powers towind up and settle its affairs, both before and after the filing ofthe certificate of dissolution. (c) When a voluntary proceeding for winding up has commenced, thecorporation shall cease to conduct its activities except to theextent necessary for the beneficial winding up thereof, to the extentnecessary to carry out its purposes and except during such period asthe board may deem necessary to preserve the corporation's goodwillor going-concern value pending a sale or other disposition of itsassets, or both, in whole or in part. The board shall cause writtennotice of the commencement of the proceeding for voluntary winding upto be given by mail to all its members (except no notice need begiven to the members who voted in favor of winding up and dissolvingthe corporation), to all known creditors and claimants whoseaddresses appear on the records of the corporation, and to theAttorney General.6614.  If a corporation is in the process of voluntary winding up,the superior court of the proper county, upon the petition of (a) thecorporation, or (b) the authorized number (Section 5036), or (c) theAttorney General, or (d) three or more creditors, and upon suchnotice to the corporation and to other persons interested in thecorporation as members and creditors as the court may order, may takejurisdiction over such voluntary winding up proceeding if thatappears necessary for the protection of any parties in interest or ifit appears necessary to protect the purpose or purposes served bythe corporation. The court, if it assumes jurisdiction, may make suchorders as to any and all matters concerning the winding up of theaffairs of the corporation and the protection of its creditors, itsassets and its purpose or purposes as justice and equity may require.The provisions of Chapter 15 (commencing with Section 6510) (exceptSections 6510 and 6511) shall apply to such court proceedings.6615.  (a) When a corporation has been completely wound up withoutcourt proceedings, a majority of the directors then in office shallsign and verify a certificate of dissolution stating: (1) That the corporation has been completely wound up. (2) That its known debts and liabilities have been actually paid,or adequately provided for, or paid or adequately provided for as faras its assets permitted, or that it has incurred no known debts orliabilities, as the case may be. If there are known debts orliabilities for payment of which adequate provision has been made,the certificate shall state what provision has been made, settingforth the name and address of the corporation, person or governmentalagency that has assumed or guaranteed the payment, or the name andaddress of the depositary with which deposit has been made or otherinformation as may be necessary to enable the creditor or otherperson to whom payment is to be made to appear and claim payment ofthe debt or liability. (3) That the corporation is dissolved. (4) That a final franchise tax return, as described by Section23332 of the Revenue and Taxation Code, has been or will be filedwith the Franchise Tax Board, as required under Part 10.2 (commencingwith Section 18401) of Division 2 of the Revenue and Taxation Code. (b) One of the following documents issued by the Attorney Generalshall be attached to the certificate of dissolution: (1) A written waiver of objections to the distribution of thecorporation's assets pursuant to subdivision (c) of Section 6716. (2) A written confirmation that the corporation has no assets. (c) The certificate of dissolution and attachment described insubdivision (b) shall be filed with the Secretary of State who shallnot accept a certificate of dissolution for filing without thisattachment. The corporate existence shall cease upon the acceptanceof the filing of the certificate of dissolution and attachment by theSecretary of State, except for the purpose of further winding up ifneeded. The Secretary of State shall notify the Franchise Tax Boardof the dissolution.6616.  Except as otherwise provided by law, if the term of existencefor which any corporation was organized expires without renewal orextension thereof, the board shall terminate its activities and windup its affairs; and when the affairs of the corporation have beenwound up a majority of the directors shall execute and file acertificate conforming to the requirements of Section 6615.6617.  (a) The board, in lieu of filing the certificate ofdissolution, may petition the superior court of the proper county foran order declaring the corporation duly wound up and dissolved. Suchpetition shall be filed in the name of the corporation. (b) Upon the filing of the petition, the court shall make an orderrequiring all persons, including the Attorney General, interested toshow cause why an order shall not be made declaring the corporationduly wound up and dissolved and shall direct that the order be servedby notice to all creditors, claimants and members in the same manneras the notice given under subdivision (b) of Section 6517. Noticeshall be served upon the Attorney General. (c) Any person claiming to be interested as creditor or otherwisemay appear in the proceeding at any time before the expiration of 30days from the completion of publication of the order to show causeand contest the petition, and upon failure to appear such person'sclaim shall be barred. (d) Thereafter an order shall be entered and filed and have theeffect as prescribed in Sections 6518 and 6519.6618.  (a) A corporation in the process of voluntary winding up maydispose of the known claims against it by following the proceduredescribed in this section. (b) The written notice to known creditors and claimants requiredby subdivision (c) of Section 6613 shall comply with all of thefollowing requirements: (1) Describe any information that must be included in a claim. (2) Provide a mailing address where a claim may be sent. (3) State the deadline, which may not be fewer than 120 days fromthe effective date of the written notice, by which the corporationmust receive the claim. (4) State that the claim will be barred if not received by thedeadline. (c) A claim against the corporation is barred if any of thefollowing occur: (1) A claimant who has been given the written notice undersubdivision (b) does not deliver the claim to the corporation by thedeadline. (2) A claimant whose claim was rejected by the corporation doesnot commence a proceeding to enforce the claim within 90 days fromthe effective date of the rejection notice. (d) For purposes of this section "claim" does not include acontingent liability or a claim based on an event occurring after theeffective date of dissolution.