Cal. Codes » Corporations Code / TITLE 1. CORPORATIONS / DIVISION 1. GENERAL CORPORATION LAW / CHAPTER 19. Voluntary Dissolution
California Codes

Cal. Corporations Code § 1900 (2026)

✓ current as of May 2026
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(a)Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power.

(b)Any corporation which comes within one of the following descriptions may elect by approval by the board to wind up and dissolve:

(1)A corporation as to which an order for relief has been entered under Chapter 7 of the federal bankruptcy law.

(2)A corporation which has disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation.

(3)A corporation which has issued no shares.

Notes of Decisions
Cited in 10 cases, 1966–2019 · leading case: Travelers Indem. Co. v. Gillespie, 785 P.2d 500 (Cal. 1990).
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Travelers Indem. Co. v. Gillespie, 785 P.2d 500 (Cal. 1990). · cites it 2× “The proceeding commences with the adoption of a resolution of the shareholders or directors electing to wind up and dissolve (Corp. Code, § 1900), after which a certificate of election to wind up and dissolve is filed (Corp.”
Bagration v. Superior Court, 2003 Cal. Daily Op. Serv. 7073 (Cal. Ct. App. 2003). “[contractual arbitration], dissolution of corporations (Corp. Code, § 1900 et seq.), probate of wills and administration of decedents’ estates (Prob.”
Hak Fu Hung v. Wang, 92 Cal. Daily Op. Serv. 6906 (Cal. Ct. App. 1992). “On September 28, 1988, Grant prepared a written consent of the shareholders to the election to wind up and dissolve the corporation pursuant to *917 Corporations Code section 1900, subdivision (a).”
Coldren v. Hart, King & Coldren, Inc., 239 Cal. App. 4th 237 (Cal. Ct. App. 2015). “(Corp. Code, § 1900, subd. (a).) 6 To be clear, we do not hold that a dissolution action could never result in the sort of vicarious standing announced in Blue Water.”
Abrams v. Abrams-Rubaloff & Assocs., Inc., 114 Cal. App. 3d 240 (Cal. Ct. App. 1980). “On January 25, 1977, Abrams filed with the Secretary of State a certificate of election to wind up and dis *246 solve the corporation (Corp. Code, § 1900, subd. (a)), and thereafter he filed a petition with the superior court to invoke its supervision of the wind up and…”
Swingless Golf Club Corp. v. Taylor, 732 F. Supp. 2d 899 (N.D. Cal. 2010). “See Cal. Corp. Code § 1900 (a) (“Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power.”
England v. Christensen, 243 Cal. App. 2d 413 (Cal. Ct. App. 1966). “(Corp. Code, § 1900. 4 ) At all times material herein, the board of directors of the Corporation consisted of seven members, including Andrew and Harold Christensen.”
(BK) In Re: Clark (E.D. Cal. 2019). · cites it 2× “60 at 3); see Cal. Corp. Code §§ 1900 , 1901. Ms. Clark’s election was irrevocable 14 under California Corporations Code § 1902.”
In re: Andrea Steinmann Downs (9th Cir. BAP 2019). “Cal. Corp. Code § 1900 . A corporation may, before it begins distributing assets, revoke this election to dissolve.”
Dairyland Ins. v. Gillespie, 223 Cal. App. 3d 1229 (Cal. Ct. App. 1990). “The proceeding commences with the adoption of a resolution of the shareholders or directors electing to wind up and dissolve (Corp. Code, § 1900), after which a certificate of election to wind up and dissolve is filed (Corp.”
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