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HomeCorporations CodeCh. 16§ 6612 Revoke Dissolution Election

§ 6612 Revoke Dissolution Election

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

§ 6612 Revoke Dissolution Election

Key Takeaways

  • •If a group decides to close down but hasn't given out any money or stuff yet, they can change their mind and stay open.
  • •To change their mind, they need to vote: either most members agree, or the leaders and members agree, or just the leaders agree—depending on who first said 'let's close down'.
  • •They have to write it down on a special paper, sign it, and send it to the right people to make it official.
  • •The paper must say no money or stuff was given out yet and explain how they decided to stay open.

Example

A small club votes to shut down and sell their stuff, but before they sell anything, some members change their mind and want to keep the club running.

If most of the club members vote again to stay open, they can cancel the shutdown. They have to fill out a form saying they changed their mind, no stuff was sold, and send it to the government to make it official.

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

Official Source
View on CA.gov

§ 6612 Revoke Dissolution Election

(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of subdivision (a) of Section 6610, by the vote of a majority of all members (Section 5033); or (2) if the election was made pursuant to paragraph (2) of subdivision (a) of Section 6610, by the approval of the board and the members (Section 5034); or (3) if the election was by the board pursuant to subdivision (b) of Section 6610, by approval of the board. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 6611 and a copy thereof filed with the Attorney General. (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 members alone, the number of votes for the revocation and that the revocation was made by a majority of all members (Section 5033). (4) If the revocation was made by the board and members pursuant to paragraph (2) of subdivision (a) of Section 6612, the certificate shall so state. (5) If the revocation was made by the board alone, the certificate shall so state. (Amended by Stats. 1979, Ch. 724.)

Last verified: January 23, 2026

Key Terms

voluntary electionwind up and dissolverevokedcertificatedistribution of any assets

Related Statutes

  • § 12632 Revoke Dissolution Before Distribution
  • § 8612 Revoke Corporate Dissolution Election
  • § 1902 Revoking Corporate Dissolution Election
  • § 12631 Corporate Dissolution Certificate Filing
  • § 12636 Corporate Termination And Winding Up

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 6612.
View Official Source