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Corp. Code, § 12638 · Chapter 16. Voluntary Dissolution

Corp. Code, § 12638

Verbatim from the official edition

Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)

(a) A corporation in the process of winding up may dispose of the known claims against it by following the procedure described in this section.

(b) The written notice to known creditors and claimants required by subdivision (c) of Section 12633 shall comply with all of the following requirements:

(1) Describe any information that must be included in a claim.

(2) Provide a mailing address where a claim may be sent.

(3) State the deadline, which shall not be fewer than 120 days from the effective date of the written notice, by which the corporation must receive the claim.

(4) State that the claim will be barred if not received by the deadline.

(c) A claim against the corporation is barred if any of the following occur:

(1) A claimant who has been given the written notice under subdivision (b) does not deliver the claim to the corporation by the deadline.

(2) A claimant whose claim was rejected by the corporation does not commence a proceeding to enforce the claim within 90 days from the effective date of the rejection notice.

(d) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution.

Notes and commentary — not statutory text

History

Added by renumbering Section 12637 (as added by Stats. 1996, Ch. 589, Sec. 54) by Stats. 2015, Ch. 303, Sec. 46. (AB 731) Effective January 1, 2016.

Source of truth

Edition
As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
Official file
https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP&sectionNum=12638.
Text hash
sha256 7515c310203298cdf8ce408f4a83013f3a194d5c2fac65d071dbf3d65e9b894b
Composed by
compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section

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