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HomeCorporations CodeCh. 17§ 12650 Corporate Dissolution Powers

§ 12650 Corporate Dissolution Powers

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

§ 12650 Corporate Dissolution Powers

This law says what the bosses of a company can do when the company is shutting down. They can sell stuff, pay debts, and finish up business.

Key Takeaways

  • •The bosses can keep running the company just enough to close it properly.
  • •They can sell the company's stuff, even if they usually need permission.
  • •They can pay debts and collect money the company is owed.
  • •They can take the company to court or defend it if someone sues.

Example

A small toy store is closing down.

The store owners can sell the leftover toys, pay any money they owe, and collect money from people who haven't paid for their toys yet.

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

Official Source
View on CA.gov

§ 12650 Corporate Dissolution Powers

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.)

Last verified: January 10, 2026

Key Terms

dissolution proceedingliquidate or wind up its affairsSection 12521

Related Statutes

  • § 6710 Corporate Dissolution Director Powers
  • § 8710 Corporate Dissolution Director Powers
  • § 12651 Filling Board Vacancies
  • § 12652 Corporate Director Disputes Resolution
  • § 12653 Distribution Of Corporate Assets

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12650.
View Official Source