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HomeCorporations CodeCh. 18§ 1805 Corporate Involuntary Winding Up

§ 1805 Corporate Involuntary Winding Up

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

§ 1805 Corporate Involuntary Winding Up

This law explains what happens when a court orders a company to shut down. It says the company must stop doing business and start closing everything properly.

Key Takeaways

  • •When a court says a company must shut down, the company has to stop doing business.
  • •The company’s leaders (or people the court picks) must handle shutting down the company the right way.
  • •The company has to tell everyone who owns part of it and everyone it owes money to that it’s shutting down.
  • •The company can only keep doing business if it helps with selling the company or its stuff.

Example

A small toy company can't pay its bills anymore, so a court orders it to shut down.

The company must stop selling toys and start paying back money it owes. The bosses have to tell everyone who owns part of the company and everyone the company owes money to that it’s shutting down.

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

Official Source
View on CA.gov

§ 1805 Corporate Involuntary Winding Up

(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. (Added by Stats. 1975, Ch. 682.)

Last verified: January 10, 2026

Key Terms

involuntary proceedingswinding upboardcourt supervisiongoodwillgoing-concern valuewritten notice

Related Statutes

  • § 12625 Corporate Involuntary Winding Up
  • § 6515 Corporate Involuntary Winding Up
  • § 8515 Involuntary Corporate Winding Up
  • § 1804 Corporate Dissolution Orders
  • § 1808 Court Order Declaring Dissolution

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1805.
View Official Source