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HomeCorporations CodeCh. 19§ 1900 Corporate Voluntary Dissolution Rules

§ 1900 Corporate Voluntary Dissolution Rules

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

§ 1900 Corporate Voluntary Dissolution Rules

This law lets a company shut down and end itself either when enough owners agree, or when the board decides it meets certain conditions like bankruptcy or having no business for a long time.

Key Takeaways

  • •Owners holding at least half of the voting shares can vote to close the company.
  • •The board can also decide to close the company if it’s in bankruptcy, has no assets or business for five years, or never issued any shares.
  • •The decision to dissolve must follow the voting rules set out in the law.

Example

A small tech startup stopped selling products five years ago and hasn't done any business since.

Because it hasn't run any business for five years, the board can vote to dissolve the company under this law.

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

Official Source
View on CA.gov

§ 1900 Corporate Voluntary Dissolution Rules

(a) Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power. (b) Any corporation which comes within one of the following descriptions may elect by approval by the board to wind up and dissolve: (1) A corporation as to which an order for relief has been entered under Chapter 7 of the federal bankruptcy law. (2) A corporation which has disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (3) A corporation which has issued no shares. (Amended by Stats. 1980, Ch. 501.)

Last verified: January 10, 2026

Key Terms

voluntarily to wind up and dissolvevote of shareholders50 percent or more of the voting powerapproval by the boardorder for reliefChapter 7 of the federal bankruptcy lawdisposed of all of its assetsnot conducted any businessfive yearsissued no shares

Related Statutes

  • § 12680 Foreign Corporation Compliance
  • § 1900.5 Corporate Dissolution Without Shares
  • § 1901 Corporate Dissolution Certificate Filing
  • § 1902 Revoking Corporate Dissolution Election
  • § 1903 Corporate Voluntary Winding Up

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1900.
View Official Source