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HomeCorporations CodeCh. 16§ 8612 Revoke Corporate Dissolution Election

§ 8612 Revoke Corporate Dissolution Election

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

§ 8612 Revoke Corporate 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, the members or the leaders must vote, depending on who decided to close down first.
  • •They have to fill out a paper saying they changed their mind and that no money or stuff was given out yet.
  • •This paper must be sent to the right people to make it official.

Example

A small club votes to close down and sell their stuff, but before they sell anything, they decide they want to keep the club open.

The club members can vote again to cancel the closing. They need to fill out a form saying they changed their mind and that they didn’t sell anything yet. Then they send this form to the government to make it official.

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

Official Source
View on CA.gov

§ 8612 Revoke Corporate 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 subdivision (a) of Section 8610, by the vote of members representing a majority of the voting power; or (2) if the election was by the board pursuant to subdivision (b) of Section 8610, by approval of the board. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 8611 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 persons representing at least a majority of the voting power. (4) If the revocation was made by the board alone, the certificate shall so state. (Added by Stats. 1978, Ch. 567.)

Last verified: January 23, 2026

Key Terms

voluntary electionwind up and dissolverevokedcertificatemajority of the voting powerboardno assets have been distributed

Related Statutes

  • § 12632 Revoke Dissolution Before Distribution
  • § 6612 Revoke 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 8612.
View Official Source