(a)Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment or adequate provision for payment of any of the debts and liabilities of the corporation, any amount so improperly distributed to any shareholder may be recovered by the corporation. Any of such shareholders may be joined as defendants in the same action or brought in on the motion of any other defendant.
(b)Suit may be brought in the name of the corporation to enforce the liability under subdivision (a) against any or all
shareholders receiving the distribution by any one or more creditors of the corporation, whether or not they have reduced their claims to judgment.
(c)Shareholders who satisfy any liability under this section shall have the right of ratable contribution from other distributees similarly liable. Any shareholder who has been compelled to return to the corporation more than the shareholder’s ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees such proportion of the amounts received by them upon the improper distribution as to give contribution to those held liable under this section and make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation.
(d)As used in this section, “process of winding up” includes proceedings under Chapters 18 and 19 and also any other distribution of assets to shareholders made in contemplation of termination or abandonment of the corporate business.
Notes of Decisions
Nahman v. Jacks (In Re Jacks), 266 B.R. 728 (B.A.P. 9th Cir. 2001).
“In Pacific Scene, the California Supreme Court held that, by codifying “detailed statutory remedies” against shareholders of dissolved corporations (Cal. Corp.Code §§ 2009 and 2011), the California legislature had “occupied the field and precluded resort to dormant common law…”
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
“Cal. Corp.Code § 2009(a). Here, the Application submitted on behalf of Ms.”
United States v. Oil Resources, Inc., 817 F.2d 1429 (9th Cir. 1987).
· cites it 2× “Cal.Corp.Code § 2009 (West 1977) explicitly provides creditors with a cause of action against shareholders who have received assets improperly distributed upon dissolution of a corporation.”
Norwalk v. Comm'r, 76 T.C.M. 208 (Tax Ct. 1998).
“Cal. Corp. Code section 2004 (West 1990) provides the proper method of distributing corporate assets in a dissolution: After determining that all the known debts and liabilities of a corporation in *315 the process of winding up have been paid or adequately provided for, the…”
California Bank & Trust v. Licursi (In re Licursi), 573 B.R. 786 (Bankr. C.D. Cal. 2017).
“In Pacific Scene, the California Supreme Court held that, by codifying “detailed statutory remedies” against shareholders of dissolved corporations ( Cal. Corp. Code §§ 2009 and 2011), the California legislature had “occupied the field and precluded resort to dormant common law…”
Sandia Tobacco Mfrs., Inc., a New Mexico Dom. Profit, No. 16-12335 (Bankr. D.N.M. July 26, 2019).
· cites it 2× “See Cal. Corp. Code §§ 2009 and 2010.12 None of the provisions that Baily relies upon permit a creditor of a dissolved corporation to sue in the creditor’s own name to collect upon debts owed to the dissolved corporation, or to assert claims that belong to the dissolved…”
Debtor Test, No. 55-10000 (Bankr. D.N.M. July 27, 2019).
· cites it 2× “See Cal. Corp. Code §§ 2009 and 2010.12 None of the provisions that Baily relies upon permit a creditor of a dissolved corporation to sue in the creditor’s own name to collect upon debts owed to the dissolved corporation, or to assert claims that belong to the dissolved…”
Cal. Corporations Code § 2009(a): 2 cases
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
“Cal. Corp.Code § 2009(a). Here, the Application submitted on behalf of Ms.”
United States v. Oil Resources, Inc., 817 F.2d 1429 (9th Cir. 1987).
“Cal.Corp.Code § 2009 (West 1977) explicitly provides creditors with a cause of action against shareholders who have received assets improperly distributed upon dissolution of a corporation.”
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