California Codes

Cal. Corporations Code § 1902 (2026)

✓ current as of May 2026

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(a)A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares representing a majority of the voting power, or by approval by the board if the election was by the board pursuant to subdivision (b) of Section 1900. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 1901.

(b)The certificate shall set forth:

(1)That the corporation has revoked its election to wind up and dissolve.

(2)That no assets have been distributed pursuant to the election.

(3)If the revocation was made by the vote of shareholders, the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation.

(4)If the election and revocation was by the board, that shall be stated.

Notes of Decisions

Cited in 2 cases, 2019–2019 · leading case: In re: Andrea Steinmann Downs (9th Cir. BAP 2019).

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In re: Andrea Steinmann Downs (9th Cir. BAP 2019). · cites it 2× “Cal. Corp. Code § 1902 (a). In most instances, the corporation must notify the California Secretary of State by filing a certificate “evidencing” the election to wind up.”

(BK) In Re: Clark (E.D. Cal. 2019). · cites it 2× “Clark’s election was irrevocable 14 under California Corporations Code § 1902. See Cal.”

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