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HomeCorporations CodeCh. 20§ 2001 Corporate Dissolution Powers

§ 2001 Corporate Dissolution Powers

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

§ 2001 Corporate Dissolution Powers

This law says what the bosses of a company can do when the company is shutting down. They can sell stuff, pay debts, and finish up business.

Key Takeaways

  • •Bosses can sell company stuff to pay off debts when shutting down.
  • •They can keep running the business just enough to close it properly.
  • •They can sue people who owe the company money or take back company property.
  • •They can sell things without following the usual rules, as long as the price seems fair.

Example

A small toy company is closing down because it's not making enough money.

The bosses can sell the leftover toys, pay the workers, and close the company properly without breaking any rules.

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

Official Source
View on CA.gov

§ 2001 Corporate Dissolution Powers

The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (a) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (b) To continue the conduct of the business insofar as necessary for the disposal or winding up thereof. (c) To carry out contracts and collect, pay, compromise and settle debts and claims for or against the corporation. (d) To defend suits brought against the corporation. (e) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (f) To collect any amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions. (g) To sell at public or private sale, exchange, convey or otherwise dispose of all or any part of the assets of the corporation for cash in an amount deemed reasonable by the board without compliance with the provisions of Section 1001 (except subdivision (d) thereof), or (subject to compliance with the provisions of Sections 1001, 1200 and 1201, but Chapter 13 (commencing with Section 1300) shall not be applicable thereto) upon such other terms and conditions and for such other considerations as the board deems reasonable or expedient; and to execute bills of sale and deeds of conveyance in the name of the corporation. (h) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (Amended by Stats. 1976, Ch. 641.)

Last verified: January 10, 2026

Key Terms

dissolution proceedingdirectorsliquidatewinding upassets

Related Statutes

  • § 2003 Corporate Director Dispute Resolution
  • § 2004 Corporate Asset Distribution Rules
  • § 2007 Preferred Share Distribution Plan
  • § 2009 Shareholder Distribution Recovery
  • § 2010 Corporate Dissolution Winding Up

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2001.
View Official Source