reglab/housing_qa huggingface dataset:
CA Corp Code § 1902 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1902.

1902.  (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares representing a majority of the voting power, or by approval by the board if the election was by the board pursuant to subdivision (b) of Section 1900. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 1901.(b) The certificate shall set forth:(1) That the corporation has revoked its election to wind up and dissolve.(2) That no assets have been distributed pursuant to the election.(3) If the revocation was made by the vote of shareholders, the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation.(4) If the election and revocation was by the board, that shall be stated.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 1903 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1903.

1903.  (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of shareholders thereto.(b) When a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and shall have full powers to wind up and settle its affairs, both before and after the filing of the certificate of dissolution.(c) When a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up thereof and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value pending a sale of its business or assets, or both, in whole or in part. The board shall cause written notice of the commencement of the proceeding for voluntary winding up to be given by mail to all shareholders (except no notice need be given to the shareholders who voted in favor of winding up and dissolving the corporation) and to all known creditors and claimants whose addresses appear on the records of the corporation.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1904 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1904.

1904.  If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) a shareholder or shareholders who hold shares representing 5 percent or more of the total number of any class of outstanding shares, or (c) any shareholder or shareholders of a close corporation, or (d) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over such voluntary winding up proceeding if that appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors as justice and equity may require. The provisions of Chapter 18 (commencing with Section 1800) (except Sections 1800 and 1801) shall apply to such court proceedings.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 1905 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1905.

1905.  (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign 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 far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or any other information that may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability.(3) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be.(4) That the corporation is dissolved.(5) If no certificate of election is to be filed pursuant to subdivision (c) of Section 1901, that the election to dissolve was made by the vote of all the outstanding shares.(6) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.(b) The certificate of dissolution shall be filed with the Secretary of State and thereupon the corporate powers, rights, and privileges of the corporation shall cease. The Secretary of State shall notify the Franchise Tax Board of the dissolution.(Amended by Stats. 2006, Ch. 773, Sec. 10. Effective September 29, 2006.)
CA Corp Code § 1905.1 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1905.1.

1905.1.  If a corporation has filed a certificate of dissolution with the Secretary of State on or after January 1, 1992, and before the effective date of the act adding this section, pursuant to Section 1905, prior to its amendment by the act adding this section, and the Franchise Tax Board has not, as of that effective date, made the determination required by subdivision (c) of Section 1905, prior to its amendment by the act adding this section, then the corporation shall be dissolved as of the date of filing the certificate of dissolution and thereupon its corporate existence shall cease.(Added by Stats. 2006, Ch. 773, Sec. 11. Effective September 29, 2006.)
CA Corp Code § 1906 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1906.

1906.  Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board shall terminate its business and wind up its affairs; and when the business and affairs of the corporation have been wound up a majority of the directors shall execute and file a certificate conforming to the requirements of Section 1905.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1907 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 19 - Voluntary Dissolution|Section 1907.

1907.  (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation duly wound up and dissolved. Such petition shall be filed in the name of the corporation.(b) Upon the filing of the petition, the court shall make an order requiring all persons interested to show cause why an order should not be made declaring the corporation duly wound up and dissolved and shall direct that the order be served by notice to all creditors, claimants and shareholders in the same manner as the notice given under subdivision (b) of Section 1807.(c) Any person claiming to be interested as shareholder, creditor or otherwise may appear in the proceeding at any time before the expiration of 30 days from the completion of publication of the order to show cause and contest the petition, and upon failure to appear such person’s claim shall be barred.(d) Thereafter an order shall be entered and filed and have the effect as prescribed in Sections 1808 and 1809.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 2001 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2001.

2001.  The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation:(a) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs.(b) To continue the conduct of the business insofar as necessary for the disposal or winding up thereof.(c) To carry out contracts and collect, pay, compromise and settle debts and claims for or against the corporation.(d) To defend suits brought against the corporation.(e) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property.(f) To collect any amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions.(g) To sell at public or private sale, exchange, convey or otherwise dispose of all or any part of the assets of the corporation for cash in an amount deemed reasonable by the board without compliance with the provisions of Section 1001 (except subdivision (d) thereof), or (subject to compliance with the provisions of Sections 1001, 1200 and 1201, but Chapter 13 (commencing with Section 1300) shall not be applicable thereto) upon such other terms and conditions and for such other considerations as the board deems reasonable or expedient; and to execute bills of sale and deeds of conveyance in the name of the corporation.(h) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 2002 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2002.

2002.  A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.(Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2003 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2003.

2003.  When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their whereabouts cannot be ascertained, any interested person may petition the superior court of the proper county to determine the identity of the directors or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice to such persons as the court may direct.(Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2004 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2004.

2004.  After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled thereto. If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims which has been prescribed by order of the court.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 2005 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2005.

2005.  The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means:(a) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible corporations or other persons or by the United States government or any agency thereof, and the provision (including the financial responsibility of such corporations or other persons) was determined in good faith and with reasonable care by the board to be adequate at the time of any distribution of the assets by the board pursuant to this chapter.(b) The amount of the debt or liability has been deposited as provided in Section 2008.This section does not prescribe the exclusive means of making adequate provision for debts and liabilities.(Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2006 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2006.

2006.  Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if this can be done fairly and ratably and in conformity with the provisions of the articles and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets.(Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2007 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2007.

2007.  (a) If the corporation in process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of the preferred shares as specified in the articles may nevertheless be adopted if approved by (1) the board and (2) by approval of the outstanding shares (Section 152) of each class. The plan may provide that such distribution is in complete or partial satisfaction of the rights of any of such shareholders upon distribution and liquidation of the assets.(b) A plan of distribution so approved shall be binding upon all the shareholders except as provided in subdivision (c). The board shall cause notice of the adoption of the plan to be given by mail within 20 days after its adoption to all holders of shares having a liquidation preference.(c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution, unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder in respect of which the shareholder claims payment.(d) If any such demand for cash payment is filed, the board in its discretion may abandon the plan without further approval by the outstanding shares (Section 152), and all shareholders shall then be entitled to distribution according to their rights and liquidation preferences in the process of winding up.(e) This section shall not apply to a distribution in accordance with a reorganization the principal terms of which have been approved pursuant to subdivision (b) of Section 1202.(Amended by Stats. 1988, Ch. 919, Sec. 10.)
CA Corp Code § 2008 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2008.

2008.  (a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend, or distribution in cash or property or their whereabouts cannot be ascertained after diligent inquiry, or the existence or amount of a claim of a creditor or shareholder is contingent, contested, or not determined, or if the ownership of any shares of stock is in dispute, the corporation may deposit any such payment, dividend, distribution, or the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the payment, dividend, distribution, or the amount of the claim. The payment, dividend, or distribution shall be paid over by the depositary to the lawful owners, their representatives or assigns, upon satisfactory proof of title.(b) For the purpose of providing for the transmittal, receipt, accounting for, claiming, management, and investment of all money or other property deposited with the Controller under subdivision (a), the money or other property shall be deemed to be paid or delivered for deposit with the Controller under Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure, and may be recovered in the manner prescribed in that chapter.(Amended by Stats. 1996, Ch. 860, Sec. 1. Effective January 1, 1997.)
CA Corp Code § 2009 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2009.

2009.  (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment or adequate provision for payment of any of the debts and liabilities of the corporation, any amount so improperly distributed to any shareholder may be recovered by the corporation. Any of such shareholders may be joined as defendants in the same action or brought in on the motion of any other defendant.(b) Suit may be brought in the name of the corporation to enforce the liability under subdivision (a) against any or all shareholders receiving the distribution by any one or more creditors of the corporation, whether or not they have reduced their claims to judgment.(c) Shareholders who satisfy any liability under this section shall have the right of ratable contribution from other distributees similarly liable. Any shareholder who has been compelled to return to the corporation more than the shareholder’s ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees such proportion of the amounts received by them upon the improper distribution as to give contribution to those held liable under this section and make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation.(d) As used in this section, “process of winding up” includes proceedings under Chapters 18 and 19 and also any other distribution of assets to shareholders made in contemplation of termination or abandonment of the corporate business. (Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2010 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 20 - General Provisions Relating to Dissolution|Section 2010.

2010.  (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of and convey its property and collect and divide its assets, but not for the purpose of continuing business except so far as necessary for the winding up thereof.(b) No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof.(c) Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly.(Amended by Stats. 2006, Ch. 773, Sec. 12. Effective September 29, 2006.)
CA Corp Code § 2100 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 21 - Foreign Corporations|Section 2100.

2100.  This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.(Added by Stats. 1975, Ch. 682.)
CA Corp Code § 2101 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 21 - Foreign Corporations|Section 2101.

2101.  (a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State, provided its corporate name would be available pursuant to Section 201 to a new corporation organized under this division at the time of such registration.(b) Such registration may be made by filing (1) an application for registration signed by a corporate officer stating the name of the corporation, the state or place under the laws of which it is incorporated, the date of its incorporation, and that it desires to register its name under this section; and (2) a certificate of an authorized public official of the state or place in which it is organized stating that such corporation is in good standing under those laws. Such registration shall be effective until the close of the calendar year in which the application for registration is filed.(c) A corporation that has in effect a registration of its corporate name may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration between the first day of October and the 31st day of December in each year. Such renewal application shall extend the registration for the following calendar year.(d) A corporation that has in effect a registration of its corporate name may cancel the registration by delivering to the Secretary of State, on a form prescribed by the Secretary of State for filing, a certificate of cancellation of foreign name registration signed by a corporate officer containing the name of the corporation and the Secretary of State’s file number of the corporation.(Amended by Stats. 2014, Ch. 834, Sec. 4. (SB 1041) Effective January 1, 2015.)
CA Corp Code § 2102 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 21 - Foreign Corporations|Section 2102.

2102.  A foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to the qualification of foreign corporations in force at the time of the filing, need not file the statement provided for in Section 2105, but shall file an amended statement and designation when required by Section 2107.(Added by Stats. 1975, Ch. 682.)