LawWiki
HomeCodesSearchGlossaryAPIAbout
LawWiki

Plain English summaries of California law with zero-hallucination AI. Every summary is verified against official source text.

Product

  • Search
  • Codes
  • About

Legal

  • Privacy Policy
  • Terms of Service
  • Disclaimer

© 2026 LawWiki. All rights reserved.

HomeCorporations CodeCh. 16§ 12638 Corporate Winding Up Claims

§ 12638 Corporate Winding Up Claims

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12638 Corporate Winding Up Claims

This law explains how a company that is closing down must tell people it owes money to, and what happens if those people don't ask for their money back in time.

Key Takeaways

  • •A closing company must send a letter to people it owes money to.
  • •The letter must say how to ask for the money and give a deadline (at least 120 days).
  • •If someone doesn't ask for their money by the deadline, they can't get it anymore.
  • •If the company says no to a claim, the person has 90 days to take them to court.

Example

A toy store is closing and owes money to a supplier for toys it bought.

The toy store must send a letter to the supplier telling them how to ask for their money back. If the supplier doesn't ask for the money within 120 days, they can't get it anymore.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 12638 Corporate Winding Up Claims

(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.)

Last verified: January 10, 2026

Key Terms

winding upknown claimswritten noticedeadlinebarredcontingent liability

Related Statutes

  • § 6618 Corporate Winding Up Claims
  • § 8618 Corporate Claim Disposal Procedure
  • § 1805 Corporate Involuntary Winding Up
  • § 6511 Corporate Dissolution Actions
  • § 8511 Corporate Dissolution Actions

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12638.
View Official Source