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HomeCorporations CodeCh. 17§ 12661 Corporate Dissolution Winding Up

§ 12661 Corporate Dissolution Winding Up

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

§ 12661 Corporate Dissolution Winding Up

This law says that even after a company is closed, it still exists to finish up its business, pay debts, and give out any leftover money or property. It can still be sued or sue others until everything is settled.

Key Takeaways

  • •A closed company can still finish its business, like paying debts or selling stuff.
  • •The company can still go to court or be taken to court even after it’s closed.
  • •If the company misses giving out some money or property when it closes, it can still do it later.

Example

A small toy store closes down but still owes money to a supplier for toys it bought.

Even though the store is closed, it can still sell its leftover toys, pay back the supplier, and give any remaining money to the owners. If the supplier sues the store, the store can still defend itself in court.

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

Official Source
View on CA.gov

§ 12661 Corporate Dissolution Winding Up

(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it, and enabling it to collect and discharge obligations, dispose of and convey its property and collect, and divide its assets, but not for the purpose of continuing its activities except so far as necessary for the winding up thereof. (b) No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof. (c) Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

dissolved corporationwinding upprosecuting and defending actionscollect and discharge obligationsdispose of and convey its propertyabatesassets omitteddistributed accordingly

Related Statutes

  • § 8722 Corporate Dissolution Winding Up
  • § 6720 Corporate Post-Dissolution Rights
  • § 2010 Corporate Dissolution Winding Up
  • § 12653 Distribution Of Corporate Assets
  • § 12662 Enforcing Claims Against Dissolved Corporations

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12661.
View Official Source