California Corporations Code

§ 12635

CORP § 12635 Effective Sep 29, 2006Div. 3 · Title 1 · Part 2 · Ch. 16

Statute text

(a)When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating:

(1)That the corporation has been completely wound up.

(2)That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or such other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability.

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Legislative history

Amended by Stats. 2006, Ch. 773, Sec. 35. Effective September 29, 2006.