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HomeCorporations CodeCh. 20§ 2010 Corporate Dissolution Winding Up

§ 2010 Corporate Dissolution Winding Up

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

§ 2010 Corporate Dissolution Winding Up

This law says that even after a company is officially closed, it still exists long enough to finish up its business, pay debts, and split up any leftover stuff, but it can't keep doing regular business.

Key Takeaways

  • •A dissolved company can still act to wrap up its affairs.
  • •Legal actions against the company keep going even after it’s dissolved.
  • •Any property left behind after winding up belongs to the rightful owners and must be given to them.

Example

A small bakery decides to close down. After filing for dissolution, it still needs to finish paying its suppliers, finish a lawsuit, and sell its ovens before the owners can take any remaining money.

The law lets the bakery stay alive just enough to settle those loose ends, but it can't start baking new loaves or take on new customers.

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

Official Source
View on CA.gov

§ 2010 Corporate Dissolution Winding Up

(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of and convey its property and collect and divide its assets, but not for the purpose of continuing business except so far as necessary for the winding up thereof. (b) No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof. (c) Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly. (Amended by Stats. 2006, Ch. 773, Sec. 12. Effective September 29, 2006.)

Last verified: January 10, 2026

Key Terms

dissolved corporationwinding upprosecuting and defending actionscollect and discharge obligationsdispose of and convey its propertyabatesassets omitteddistributed accordingly

Related Statutes

  • § 12661 Corporate Dissolution Winding Up
  • § 8722 Corporate Dissolution Winding Up
  • § 6720 Corporate Post-Dissolution Rights
  • § 2001 Corporate Dissolution Powers
  • § 2004 Corporate Asset Distribution Rules

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2010.
View Official Source