California Corporations Code

§ 1401

CORP § 1401 Effective Jan 1, 2018Div. 1 · Title 1 · Ch. 14

Statute text

(a)A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by a corporation pursuant to Section 1400 and executed as provided in subdivision (b), shall be filed and shall thereupon become effective in accordance with its terms and the provisions of this chapter.

(b)The certificate, agreement of merger, or other instrument shall be signed and verified, as may be directed by the orders of the court or judge, by the trustee or trustees appointed in the reorganization proceeding (or a majority thereof) or, if none is appointed and acting, by officers of the corporation designated or by a master or other representative appointed by the court or judge, and shall state that provision for the making of that certificate, agreement of merger, or instrument is contained in an order, identifying the same, of a court or judge having jurisdiction of a proceeding under a statute of the United States for the reorganization of that corporation.

(c)Notwithstanding subdivision (b), a trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation, with respect to which a proceeding has been initiated under any applicable statute of the United States as described in subdivision (a) of Section 1401.5 may execute and file a certificate of dissolution as provided in subdivision (b) of Section 1401.5.

Legislative history

Amended by Stats. 2017, Ch. 267, Sec. 1. (SB 340) Effective January 1, 2018.