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HomeCorporations CodeCh. 19§ 1902 Revoking Corporate Dissolution Election

§ 1902 Revoking Corporate Dissolution Election

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

§ 1902 Revoking Corporate Dissolution Election

This law lets a company cancel its decision to shut down and dissolve, as long as no money or property has been handed out yet, if the shareholders with a majority vote or the board approves it, and then they must file a special form.

Key Takeaways

  • •A company can cancel a voluntary decision to dissolve before any assets are handed out.
  • •The cancellation needs either a majority of voting shareholders or the board’s approval (if the board made the original decision).
  • •A certificate must be filed that says the dissolution is revoked, no assets were distributed, and includes the vote counts or board statement.

Example

A small tech startup votes to close its doors, but before any equipment or cash is given to anyone, the owners change their minds and the majority of shareholders vote to keep the business alive.

Because the decision to dissolve was made voluntarily and no assets have been distributed, the shareholders can vote to revoke that decision. The company then files a certificate saying the dissolution is cancelled, that no assets were given out, and includes the vote numbers.

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

Official Source
View on CA.gov

§ 1902 Revoking Corporate Dissolution Election

(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares representing a majority of the voting power, or by approval by the board if the election was by the board pursuant to subdivision (b) of Section 1900. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 1901. (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 shareholders, the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation. (4) If the election and revocation was by the board, that shall be stated. (Amended by Stats. 1976, Ch. 641.)

Last verified: January 10, 2026

Key Terms

voluntary electionwind up and dissolverevokedcertificateassets distributed

Related Statutes

  • § 12632 Revoke Dissolution Before Distribution
  • § 6612 Revoke Dissolution Election
  • § 8612 Revoke Corporate Dissolution Election
  • § 1901 Corporate Dissolution Certificate Filing
  • § 12680 Foreign Corporation Compliance

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1902.
View Official Source