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HomeCorporations CodeCh. 19§ 1904 Corporate Winding Up Oversight

§ 1904 Corporate Winding Up Oversight

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

§ 1904 Corporate Winding Up Oversight

This law lets a court step in to supervise a company that is closing down on its own, if certain people ask for help.

Key Takeaways

  • •A court can take control of a voluntary winding‑up if the company, a 5%+ shareholder, any close‑corp shareholder, or three creditors ask for it.
  • •The court must give notice to the company and anyone else who might care, like other shareholders and creditors.
  • •Once in charge, the court can order anything needed to finish the shutdown and protect the people involved.

Example

A small tech startup decides to shut down. One of the shareholders who owns 6% of the company worries that the creditors might not get paid, so they ask the court to take charge of the shutdown.

Because the shareholder owns more than 5% of the shares, the court can take over the winding‑up process, make orders to protect the shareholders and creditors, and run the closing steps.

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

Official Source
View on CA.gov

§ 1904 Corporate Winding Up Oversight

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 shareholder or shareholders who hold shares representing 5 percent or more of the total number of any class of outstanding shares, or (c) any shareholder or shareholders of a close corporation, or (d) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as shareholders 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 for the protection of its shareholders and creditors as justice and equity may require. The provisions of Chapter 18 (commencing with Section 1800) (except Sections 1800 and 1801) shall apply to such court proceedings. (Amended by Stats. 1976, Ch. 641.)

Last verified: January 10, 2026

Key Terms

voluntary winding upsuperior courtshareholderscreditorsclose corporation

Related Statutes

  • § 1901 Corporate Dissolution Certificate Filing
  • § 12634 Corporate Winding Up Oversight
  • § 2008 Unclaimed Corporate Payments Trust
  • § 304 Director Removal For Misconduct
  • § 6614 Corporate Winding Up Oversight

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1904.
View Official Source