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Corp. Code, § 1805 · Chapter 18. Involuntary Dissolution

Corp. Code, § 1805

Verbatim from the official edition

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

(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 1804.

(b) When an involuntary proceeding for winding up has commenced, the board shall conduct the winding up of the affairs of the corporation, subject to the supervision of the court, unless other persons are appointed by the court, on good cause shown, to conduct the winding up. The directors or such other persons may, subject to any restrictions imposed by the court, exercise all their powers through the executive officers without any order of court.

(c) When an involuntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up thereof and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value pending a sale of its business or assets, or both, in whole or in part. The directors shall cause written notice of the commencement of the proceeding for involuntary winding up to be given by mail to all shareholders and to all known creditors and claimants whose addresses appear on the records of the corporation, unless the order for winding up has been stayed by appeal therefrom or otherwise or the proceeding or the execution of the order has been enjoined.

Notes and commentary — not statutory text

History

Added by Stats. 1975, Ch. 682.

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=1805.
Text hash
sha256 d9faa3e57c566ad77ea7f0e6742ceabe0051769ef24d06726ee235cddd5e3248
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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