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HomeCorporations CodeCh. 16§ 12634 Corporate Winding Up Oversight

§ 12634 Corporate Winding Up Oversight

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

§ 12634 Corporate Winding Up Oversight

This law lets a court take control of a company that's voluntarily closing down if needed to protect shareholders or creditors.

Key Takeaways

  • •The court can intervene in a voluntary winding up if it's needed to protect parties with an interest.
  • •Petitions can be filed by the corporation, a shareholder with at least 5% voting power, or three or more creditors.
  • •The court may issue orders to settle the company's affairs and protect members and creditors.
  • •The process follows the rules in Chapter 15, except for sections 12620 and 12621.

Example

A small grocery store is shutting down on its own, but a group of suppliers is worried they won't get paid.

The suppliers can ask the court to step in, and the court can order how the store's assets are used to pay the suppliers and other creditors.

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

Official Source
View on CA.gov

§ 12634 Corporate Winding Up Oversight

If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) a member or members possessing 5 percent or more of the voting power, or (c) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as members and creditors as the court may order, may take jurisdiction over such voluntary winding up proceeding if that appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its members and creditors as justice and equity may require. The provisions of Chapter 15 (commencing with Section 12620) (except Sections 12620 and 12621) shall apply to such court proceedings. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

voluntary winding upsuperior courtjurisdictionprotection of parties in interestChapter 15

Related Statutes

  • § 6614 Corporate Winding Up Oversight
  • § 8614 Corporate Winding Up Oversight
  • § 1603 Corporate Records Inspection Enforcement
  • § 6618 Corporate Winding Up Claims
  • § 8618 Corporate Claim Disposal Procedure

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12634.
View Official Source