(a)When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating:
(1)That the corporation has been completely wound up.
(2)That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it
has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or any other information that may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability.
(3)That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be.
(4)That the corporation is dissolved.
(5)If no certificate of election is to be filed pursuant to
subdivision (c) of Section 1901, that the election to dissolve was made by the vote of all the outstanding shares.
(6)That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.
(b)The certificate of dissolution shall be filed with the Secretary of State and thereupon the corporate powers, rights, and privileges of the corporation shall cease. The Secretary of State shall notify the Franchise Tax Board of the dissolution.
Notes of Decisions
Cited in
10
cases (
1 in the last 5 years), 1987–2021 · leading case:
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
· cites it 3× “After the certificate of dissolution is filed with the Secretary of State, the California Franchise Tax Board shall notify the Secretary of State when all corporate taxes imposed under the Revenue and Taxation Code have been paid or secured, “... at which time the corporation…”
Moreno v. Visser Ranch, Inc., 241 Cal. Rptr. 3d 678 (Cal. Ct. App. 5th 2018).
“The date of filing of a certificate of dissolution (Corp. Code, § 1905 ) is the date a California corporation's "corporate existence shall cease.”
Timberline, Inc. v. Jaisinghani, 97 Cal. Daily Op. Serv. 3584 (Cal. Ct. App. 1997).
“After the Franchise Tax Board approves a corporation’s final tax return the corporation is no longer liable for any taxes (provided it does not continue in business after notifying the Secretary of State of its intent to dissolve).”
In re: Andrea Steinmann Downs (9th Cir. BAP 2019).
· cites it 3× “Cal. Corp. Code § 1905 (a). As part of that certificate, the directors state that the final tax return has been filed.”
Kyundibekyan v. Reese CA2/8 (Cal. Ct. App. 2021).
· cites it 3× “16 Corporations Code section 1905 requires that a certificate of dissolution shall state that the corporation’s “known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has…”
Moreno v. Visser Ranch, Inc. (Cal. Ct. App. 2018).
“The date of filing of a certificate of dissolution (Corp. Code, § 1905) is the date a California corporation’s “corporate existence shall cease.”
— Cal. Corporations Code § 1905(a) — 1 case
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
“After the certificate of dissolution is filed with the Secretary of State, the California Franchise Tax Board shall notify the Secretary of State when all corporate taxes imposed under the Revenue and Taxation Code have been paid or secured, “... at which time the corporation…”
— Cal. Corporations Code § 1905(b) — 1 case
— Cal. Corporations Code § 1905(c) — 1 case
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
“After the certificate of dissolution is filed with the Secretary of State, the California Franchise Tax Board shall notify the Secretary of State when all corporate taxes imposed under the Revenue and Taxation Code have been paid or secured, “... at which time the corporation…”
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