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HomeCorporations CodeCh. 17§ 12653 Distribution Of Corporate Assets

§ 12653 Distribution Of Corporate Assets

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

§ 12653 Distribution Of Corporate Assets

This law explains how a corporation's assets are divided when it is being shut down.

Key Takeaways

  • •Assets are distributed after known debts are paid or adequately provided for.
  • •If a court is overseeing the closure, distribution must wait until any court‑ordered claim deadline passes.
  • •Certain assets that cannot be seized for debts may be distributed even before all debts are settled.

Example

A small coffee shop is closing and owes money to its suppliers and employees.

First the owners must pay or set aside what they owe. Then they can give any leftover money or equipment to the owners, even if some debts aren't fully paid, as long as a court hasn't stopped the distribution.

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

Official Source
View on CA.gov

§ 12653 Distribution Of Corporate Assets

(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets in the manner provided in Sections 12655, 12656, and 12656.5. (b) If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court. (c) Anything to the contrary notwithstanding, assets, if any, that are not subject to attachment, execution, or sale for the corporation’s debts and liabilities may be distributed pursuant to Sections 12655, 12656, and 12656.5 even though all debts and liabilities have not been paid or adequately provided for. (Amended by Stats. 2015, Ch. 192, Sec. 24. (AB 816) Effective January 1, 2016.)

Last verified: January 10, 2026

Key Terms

winding updebts and liabilitiesremaining corporate assetscourt proceedingattachment, execution, or sale

Related Statutes

  • § 8713 Corporate Asset Distribution Rules
  • § 6713 Corporate Asset Distribution Rules
  • § 8721 Corporate Asset Distribution Recovery
  • § 2004 Corporate Asset Distribution Rules
  • § 12661 Corporate Dissolution Winding Up

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12653.
View Official Source