(a)A limited liability company that has filed a certificate of cancellation nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it in order to collect and discharge obligations, disposing of and conveying its property, and collecting and dividing its assets. A limited liability company shall not continue business except so far as necessary for its winding up.
(b)No action or proceeding to which a limited liability company is a party abates by the filing of a certificate of cancellation for the limited liability company or by reason of proceedings for its winding up and dissolution.
(c)Any assets inadvertently or otherwise
omitted from the winding up continue in the canceled limited liability company for the benefit of the persons entitled to those assets upon cancellation and on realization shall be used to discharge unsatisfied liabilities, if any, known to the company, and any excess shall be distributed to the members. If assets are inadvertently or otherwise omitted from the winding up, any person authorized to wind up the affairs of a limited liability company that has filed a certificate of cancellation under Section 17707.04 may use the assets to discharge the liabilities of the limited liability company and may distribute to the members the assets not so used.
(d)After cancellation of the limited liability company, the limited liability
company is bound by both of the following:
(1)The act of a person authorized to wind up the affairs of the limited liability company, if the act is appropriate for winding up the activities of the limited liability company.
(2)The act of a person authorized to act on behalf of the limited liability company, if the act would have bound the limited liability company before cancellation, if the other party to the transaction did not have notice of the cancellation.
Notes of Decisions
Rose Goodyear Props., LLC v. NBA Enter. Ltd. P'ship, 332 P.3d 86 (Ariz. Ct. App. 2014).
“See Cal. Corp.Code § 17707.06(a) (“A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it in order to collect and discharge obligations,____”); 6 Del.”
Howard Jones Investments, LLC v. City of Sacramento, No. 2:15-cv-00954 (E.D. Cal. Feb. 21, 2024).
· cites it 3× “” Cal. Corp. Code § 17707.06 (a). It 12 also provides that “[n]o action or proceeding to which [an LLC] is a party abates by the filing of a 13 certificate of cancellation .”
Burch v. Celtic Pubs, No. B261809 (Cal. Ct. App. Jan. 7, 2016).
“” (Corp. Code, § 17707.06, subd. (a).) On the other hand, the LLC’s Operating Agreement may define “wind up” more narrowly when it provides that, after the LLC that has sold substantially all of assets, it “shall continue solely for the purpose of winding up its affairs in an…”
Vera v. Rel-bc, LLC, 66 Cal. App. 5th 57 (Cal. Ct. App. 2021).
“” (Corp. Code, § 17707.06, subd. (b).) By the plain language of these statutes, REL-BC cannot be denied its fees merely because it is a dissolved or canceled entity.”
U.S. Bank Nat'l Ass'n v. Eric Richmond, No. 2:21-cv-00208 (D. Me. Oct. 27, 2025).
“As a California corporation, New Century’s dissolution is governed by California Corporations Code § 17707.06, which states: A limited liability company that has filed a certificate of cancellation nevertheless continues to exist for the purpose of winding up its affairs,…”
Mauctrst, LLC v. Traux, No. C069486 (Cal. Ct. App. July 11, 2014).
“continues to exist for the purpose of winding up its affairs,” (Corp. Code, § 17707.06, subd. (a)), the filing of a certificate of cancellation marks the completion of that process (id.”
Cal. Corporations Code § 17707.06(a): 1 case
Rose Goodyear Props., LLC v. NBA Enter. Ltd. P'ship, 332 P.3d 86 (Ariz. Ct. App. 2014).
“See Cal. Corp.Code § 17707.06(a) (“A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it in order to collect and discharge obligations,____”); 6 Del.”
Annotations are extracted automatically from the opinions in the
Syfert caselaw corpus and ranked by authority, recency, and
treatment. Dots show Syfertize treatment of the citing case itself.