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HomeCorporations CodeCh. 20§ 2004 Corporate Asset Distribution Rules

§ 2004 Corporate Asset Distribution Rules

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

§ 2004 Corporate Asset Distribution Rules

This law says that when a company is shutting down, it must first pay all its debts, and then any leftover assets go to the owners, but if a court is handling the shutdown, the owners have to wait until the claim deadline passes.

Key Takeaways

  • •All known debts and liabilities must be paid or set aside first.
  • •Any remaining assets are given to shareholders based on their rights and preferences.
  • •If a court is supervising the winding up, distribution must wait until the claim period ordered by the court ends.

Example

A local bakery decides to close, pays all its suppliers and loans, and then gives the remaining cash to the two owners. If the closure is ordered by a court, the owners wait until the court‑set deadline for any other claims before receiving the money.

The bakery follows the rule: debts are paid first, then the leftover money is split between the owners. Because the court is involved, they wait for the claim period to end before the split.

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

Official Source
View on CA.gov

§ 2004 Corporate Asset Distribution Rules

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 among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled thereto. 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 which has been prescribed by order of the court. (Amended by Stats. 1976, Ch. 641.)

Last verified: January 10, 2026

Key Terms

winding updebts and liabilitiesshareholderscourt proceedingdistribution

Related Statutes

  • § 2009 Shareholder Distribution Recovery
  • § 12653 Distribution Of Corporate Assets
  • § 8713 Corporate Asset Distribution Rules
  • § 2001 Corporate Dissolution Powers
  • § 2007 Preferred Share Distribution Plan

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2004.
View Official Source