reglab/housing_qa huggingface dataset:
CA Corp Code § 12633 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12633.

12633.  (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 12630 by the members or by the board, electing to wind up and dissolve.(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 conduct its activities except to the extent necessary for the beneficial winding up thereof, to the extent necessary to carry out its purposes, and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value pending a sale or other disposition of its 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 its members (except no notice need be given to the members who voted in favor of winding up and dissolving the corporation), to all known creditors, and claimants whose addresses appear on the records of the corporation.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12634 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12634.

12634.  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 member or members possessing 5 percent or more of the voting power, or (c) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as members 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 the protection of its members and creditors as justice and equity may require. The provisions of Chapter 15 (commencing with Section 12620) (except Sections 12620 and 12621) shall apply to such court proceedings.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12635 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12635.

12635.  (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 such other information as 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) 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 and thereupon the corporate existence shall cease, except for the purpose of further winding up if needed. The Secretary of State shall notify the Franchise Tax Board of the dissolution.(Amended by Stats. 2006, Ch. 773, Sec. 35. Effective September 29, 2006.)
CA Corp Code § 12636 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12636.

12636.  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 activities and wind up its affairs; and when the 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 12635.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12637 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12637.

12637.  (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 interested persons to show cause why an order shall 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 members in the same manner as the notice given under subdivision (b) of Section 12627.(c) Any person claiming to be interested as member, 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 12628 and 12629.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12638 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 16 - Voluntary Dissolution|Section 12638.

12638.  (a) A corporation in the process of winding up may dispose of the known claims against it by following the procedure described in this section.(b) The written notice to known creditors and claimants required by subdivision (c) of Section 12633 shall comply with all of the following 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 shall not be fewer than 120 days from the effective date of the written notice, by which the corporation must receive the claim.(4) State that the claim will be barred if not received by the deadline.(c) A claim against the corporation is barred if any of the following occur:(1) A claimant who has been given the written notice under subdivision (b) does not deliver the claim to the corporation by the deadline.(2) A claimant whose claim was rejected by the corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.(Added by renumbering Section 12637 (as added by Stats. 1996, Ch. 589, Sec. 54) by Stats. 2015, Ch. 303, Sec. 46. (AB 731) Effective January 1, 2016.)
CA Corp Code § 12650 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12650.

12650.  The powers and duties of the directors (or other persons appointed by the court pursuant to Section 12625) 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 affairs of the corporation 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 memberships 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 an amount deemed reasonable by the board without compliance with the provisions of Section 12521, 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.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12651 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12651.

12651.  A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12652 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12652.

12652.  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. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12653 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12653.

12653.  (a) 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 in the manner provided in Sections 12655, 12656, and 12656.5.(b) 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 that has been prescribed by order of the court.(c) Anything to the contrary notwithstanding, assets, if any, that are not subject to attachment, execution, or sale for the corporation’s debts and liabilities may be distributed pursuant to Sections 12655, 12656, and 12656.5 even though all debts and liabilities have not been paid or adequately provided for.(Amended by Stats. 2015, Ch. 192, Sec. 24. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12654 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12654.

12654.  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 persons or by the United States government or any agency thereof, and the provision (including the financial responsibility of such 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 12659.This section does not prescribe the exclusive means of making adequate provision for debts and liabilities.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12655 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12655.

12655.  After complying with the provisions of Section 12653 assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has occurred or will occur, shall be returned, transferred, or conveyed in accordance with the condition.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12656 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12656.

12656.  After complying with the provisions of Section 12653 and except as otherwise provided in Section 12655, assets held by a corporation shall be disposed of on dissolution as follows:(a) If the articles or bylaws provide the manner of disposition, the assets shall be disposed of in that manner.(b) If the articles or bylaws do not provide the manner of disposition, the assets shall be distributed among the members in accordance with their respective rights therein.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12656.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12656.5.

12656.5.  (a) After complying with the provisions of Section 12653, and except as otherwise provided in Section 12655, upon dissolution of a worker cooperative the majority of the unallocated capital account shall be distributed to members on the basis of any of the following, as specified in the articles of incorporation or bylaws of the cooperative:(1) Patronage.(2) Capital contributions.(3) A combination of patronage and capital contributions.(b) A worker cooperative is authorized to include patronage provided by past and current members in its distribution of the unallocated capital account.(c) Subdivision (a) shall not apply to any amounts in the indivisible reserve account. Any amount in the indivisible reserve account shall, upon dissolution, be allocated to a cooperative development organization designated in the articles of incorporation or the bylaws.(Added by Stats. 2015, Ch. 192, Sec. 25. (AB 816) Effective January 1, 2016.)
CA Corp Code § 12657 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12657.

12657.  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 bylaws and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporation assets.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12658 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12658.

12658.  (a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, 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 any class or classes as specified in the articles or bylaws may nevertheless be adopted if approved by (1) the board and (2) by approval by the members (Section 12224) of each class. The plan may provide that such distribution is in complete or partial satisfaction of the rights of any of such members upon distribution and liquidation of the assets.(b) A plan of distribution so approved shall be binding upon all the members. 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 memberships having a liquidation preference.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12659 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12659.

12659.  (a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment 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, member, or other person is contingent, contested, or not determined, or if the ownership of any memberships is in dispute, the corporation may deposit any such payment, distribution, or the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the payment, distribution, or the amount of the claim. The payment 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. 4. Effective January 1, 1997.)
CA Corp Code § 12660 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12660.

12660.  (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 person may be recovered by the corporation. Any of such persons may be joined as defendants in the same action or be 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 persons receiving the distribution by any one or more creditors of the corporation, whether or not they have reduced their claims to judgment.(c) Members who satisfy any liability under this section shall have the right of ratable contribution from other distributees similarly liable. Any member who has been compelled to return to the corporation more than the member’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 memberships, 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 15 (commencing with Section 12630) and 16 (commencing with Section 12630) and also any other distribution of assets to persons made in contemplation of termination or abandonment of the corporate business.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12661 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12661.

12661.  (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 its activities 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.(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
CA Corp Code § 12663 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES|PART 2 - COOPERATIVE CORPORATIONS|CHAPTER 17 - General Provisions Relating to Dissolution|Section 12663.

12663.  Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there is any lot, parcel, area, apartment or unit for which an owners’ association, created in connection with any of the forms of development referred to in Section 11004.5 of the Business and Professions Code, is obligated to provide management, maintenance, preservation, or control, the following shall apply:(a) The owners’ association or any person acting on its behalf shall not do either of the following:(1) Transfer all or substantially all of its assets.(2) File a certificate of dissolution.(b) No court shall enter an order declaring the owners’ association duly wound up and dissolved.(Amended by Stats. 2006, Ch. 538, Sec. 81. Effective January 1, 2007.)