reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12622.

12622. If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of Section 12620 the court may appoint a provisional director. The provisions of subdivision (d) of Section 12365 apply to any such provisional director so appointed.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12623.

12623. If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed the interests of the corporation or its members will suffer pending the hearing and determination of the complaint, upon the application of the plaintiff, and after a hearing upon such notice to the corporation as the court may direct and upon the giving of security pursuant to Sections 566 and 567 of the Code of Civil Procedure (except that the Attorney General shall not be required to give security), the court may appoint a receiver to take over and manage the affairs of the corporation and to preserve its property pending the hearing and determination of the complaint for dissolution.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12624.

12624. After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution, may make such orders and decrees and issue such injunctions in the case as justice and equity require.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12625.

12625. (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 12624.
(b) When an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court, on good cause shown, to conduct the winding up. The directors or such other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers without any order of court.
(c) When an involuntary 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 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 directors shall cause written notice of the commencement of the proceeding for involuntary winding up to be given by mail to all members and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal therefrom or otherwise or the proceeding or the execution of the order has been enjoined.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12627.

12627. (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs within such time as the court may direct, which shall not be less than four nor more than six months after the first publication of notice to creditors unless it appears by affidavit that there are no claims, in which case the time limit may be three months. If it is shown that a claimant did not receive notice because of absence from the state or other cause, the court may allow a claim to be filed or presented at any time before distribution is completed.
(b) Such notice to creditors shall be published not less than once a week for three consecutive weeks in a newspaper of general circulation published in the county in which the proceeding is pending or, if there is no such newspaper published in that county, in such newspaper as may be designated by the court, directing creditors and claimants to make and present claims and proofs to the person, at the place and within the time specified in the notice. A copy of the notice shall be mailed to each person shown as a creditor or claimant on the books of the corporation, at such person’s last known address.
(c) Holders of secured claims may prove for the whole debt in order to realize any deficiency. If such creditors fail to present their claims they shall be barred only as to any right to claim against the general assets for any deficiency in the amount realized on their security.
(d) Before any distribution is made the amount of any unmatured, contingent or disputed claim against the corporation which has been presented and has not been disallowed, or such part of any such claim as the holder would be entitled to if the claim were due, established, or absolute, shall be paid into court and there remain to be paid over to the party when the party becomes entitled thereto or, if the party fails to establish a claim, to be paid over or distributed with the other assets of the corporation to those entitled thereto; or such other provision for the full payment of such claim, if and when established, shall be made as the court may deem adequate. A creditor whose claim has been allowed but is not yet due shall be entitled to its present value upon distribution.
(e) Suits against the corporation on claims which have been rejected shall be commenced within 30 days after written notice of rejection thereof is given to the claimant.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12628.

12628. (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 12625 and the determination that the corporation’s affairs are in condition for it to be dissolved, the court may make an order declaring the corporation duly wound up and dissolved. The order shall declare:
(1) That the corporation has been duly wound up, that a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been 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 and that its known debts and liabilities have been paid or adequately provided for, or that those debts and liabilities have been paid as far as its assets permitted, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the order 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.
(2) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be.
(3) That the accounts of directors or such other persons have been settled and that they are discharged from their duties and liabilities to creditors and members.
(4) That the corporation is dissolved.
(b) The court may make such additional orders and grant such further relief as it deems proper upon the evidence submitted.
(c) Upon the making of the order declaring the corporation dissolved, corporate existence shall cease except for the purposes of further winding up if needed; and the directors or such other persons shall be discharged from their duties and liabilities, except in respect to completion of the winding up.
(Amended by Stats. 2006, Ch. 773, Sec. 33. Effective September 29, 2006.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 15 - Involuntary Dissolution › Section 12629.

12629. Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be filed. The Secretary of State shall notify the Franchise Tax Board of the dissolution.
(Amended by Stats. 2006, Ch. 773, Sec. 34. Effective September 29, 2006.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 16 - Voluntary Dissolution › Section 12630.

12630. (a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by approval of the board and approval of the members (Section 12224).
(b) Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve:
(1) A corporation which has been the subject of an order for relief in bankruptcy.
(2) A corporation which has disposed of all of its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation.
(3) A corporation which has no members.
(c) If a corporation comes within one of the descriptions in subdivision (b) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve 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 in office at a meeting held pursuant to waiver of notice by those directors complying with subdivision (a) of Section 12351.
(3) The vote of a sole remaining director.
(d) If a corporation elects to voluntarily wind up and dissolve pursuant to subdivision (c), references to the board in this chapter and Chapter 17 (commencing with Section 12650) shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under subdivision (c) for an election to wind up and dissolve.
(Amended by Stats. 2009, Ch. 631, Sec. 49. (AB 1233) Effective January 1, 2010.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 16 - Voluntary Dissolution › Section 12631.

12631. (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed.
(b) The certificate shall be an officers’ certificate or shall be signed and verified by at least a majority of the directors then in office or by one or more members authorized to do so by approval of a majority of all members (Section 12223) 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, the number of votes for the election and that the election was made by persons holding at least a majority of the voting power.
(3) If the certificate is executed by a member or members, that the subscribing person or persons were authorized to execute the certificate by persons representing at least a majority of the voting power.
(4) If the election was made by the board pursuant to subdivision (b) of Section 12630, the certificate shall also set forth the circumstances showing the corporation to be within one of the categories described in that subdivision.
(c) If an election to dissolve made pursuant to subdivision (a) of Section 12630 is made by the vote of all the members of a corporation with members or by a vote of all members of the board of a corporation without members pursuant to subdivision (b) of Section 12630 and a statement to that effect is added to the certificate of dissolution pursuant to Section 12635, the separate filing of the certificate of election pursuant to this section is not required.
(Amended by Stats. 2014, Ch. 834, Sec. 19. (SB 1041) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 16 - Voluntary Dissolution › Section 12632.

12632. (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of subdivision (a) of Section 12630, by the approval of a majority of all members; (2) if the election was made pursuant to paragraph (2) of subdivision (a) of Section 12630, by approval of the board and approval of the members; or (3) if the election was by the board pursuant to subdivision (b) of Section 12630, by approval of the board. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 12631.
(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 members alone, the number of votes for the revocation and that the revocation was made by persons representing at least a majority of the voting power.
(4) If the revocation was made by the approval of the board and the approval of the members, the certificate shall so state.
(5) If the revocation was made by the board alone, the certificate shall so state.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12671.

12671. Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent to defraud present or future members or creditors is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000) or by imprisonment in county jail for not more than one year or by both such fine and imprisonment.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12672.

12672. Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent purpose, to make any distribution of assets, except in the case and in the manner allowed by this part, either with the design of defrauding creditors or members or of giving a false appearance to the value of the membership and thereby defrauding purchasers is guilty of a crime. Each such crime is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by a fine of not more than one thousand dollars ($1,000), or imprisonment in a county jail for not more than one year, or by both that fine and imprisonment.
(Amended by Stats. 2011, Ch. 15, Sec. 44. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12673.

12673. (a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally or privately, to members or other persons (1) any materially false report or statement as to the financial condition of the corporation, or (2) any willfully or fraudulently exaggerated report, prospectus, account, or statement of operations, financial condition, or prospects, or (3) any other paper intended to give, and having a tendency to give, a membership in such corporation a greater or lesser value than it really possesses.
(b) Every director or officer of any corporation is guilty of a crime who refuses to make or direct to be made any book entry or the posting of any notice required by law in the manner required by law.
(c) A violation of subdivision (a) or (b) of this section shall be punishable by imprisonment in state prison or by a fine of not more than one thousand dollars ($1,000) or imprisonment in the county jail for not more than one year or both such fine and imprisonment.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12674.

12674. (a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment of a just demand, and, with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of the corporation is guilty of a crime.
(b) Every director, officer, agent or member of any corporation who, with intent to defraud, destroys, alters, mutilates or falsifies any of the books, papers, writings, or securities belonging to the corporation or makes or concurs in omitting to make any material entry in any book of accounts or other record or document kept by the corporation is guilty of a crime.
(c) Each crime specified in this section is punishable by imprisonment in state prison, or by imprisonment in a county jail for not exceeding one year, or a fine not exceeding one thousand dollars ($1,000), or both such fine and imprisonment.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12675.

12675. Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged, or altered book, paper, voucher, security, or other instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation or to investigate its affairs, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by imprisonment in a county jail for not exceeding one year.
(Amended by Stats. 2011, Ch. 15, Sec. 45. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12676.

12676. Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular or other advertisement or announcement of any corporation, whether existing or intended to be formed, with intent to permit the document to be published and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent or promoter of such corporation, when in fact no such relationship exists to the knowledge of such person, is guilty of a misdemeanor.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12677.

12677. Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12678.

12678. Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be enjoined from carrying on business outside of the purpose for which it was formed.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 18 - Crimes and Penalties › Section 12679.

12679. Any person violating Section 12311, and any corporation carrying on business outside the purpose for which it was formed, is guilty of a misdemeanor punishable by a fine of five hundred dollars ($500), or by imprisonment for not more than one year, or by both such fine and imprisonment.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 19 - Foreign Corporations › Section 12680.

12680. Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for in this part and except that Section 2115 shall not be applicable.
(Amended by Stats. 1997, Ch. 187, Sec. 10. Effective January 1, 1998.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 20 - Transition Provisions › Section 12690.

12690. As used in Sections 12690 to 12704, inclusive, of this part:
(a) “New law” means Part 2 (commencing with Section 12200) of Division 3 of Title 1 of the Corporations Code enacted by the California Legislature during the 1981–82 Regular Session and operative January 1, 1984.
(b) “Prior law” means Part 2 (commencing with Section 12220) of Division 3 of Title 1 of the Corporations Code in effect on December 31, 1983.
(c) “Subject corporation” means any corporation described in subdivision (a) of Section 12202 and subject to the prior law.
(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)