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Cal. Corporations Code § 2010 (2026)

✓ current as of May 2026
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(a)A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of and convey its property and collect and divide its assets, but not for the purpose of continuing business except so far as necessary for the winding up thereof.

(b)No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof.

(c)Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly.

Notes of Decisions
Cited in 43 cases (11 in the last 5 years), 1982–2023 · leading case: XP Vehs., Inc. v. Dep't of Energy, 118 F. Supp. 3d 38 (D.D.C. 2016).
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XP Vehs., Inc. v. Dep't of Energy, 118 F. Supp. 3d 38 (D.D.C. 2016). · cites it 4× “California Corporations Code section 2010 states that a dissolved corporation “continues to exist for the purpose of winding up its affairs, [and] prosecuting and defending actions by or against it .”
North Am. Asbestos Corp. v. Superior Court, 180 Cal. App. 3d 902 (Cal. Ct. App. 1986). · cites it 12× “Applying choice of law principles, we conclude that under California Corporations Code section 2010 the suit may be maintained.”
Greb v. Diamond Internat. Corp., 184 Cal. App. 4th 15 (Cal. Ct. App. 2010). · cites it 14× “They argued the lawsuit was permitted under California Corporations Code section 2010, which they asserted took precedence over Delaware law.”
Playboy Enter., Inc. v. Terri Welles, Inc., 78 F. Supp. 2d 1066 (S.D. Cal. 1999). · cites it 5× “In Penasquitos, the California Supreme Court held that under California Corporations Code § 2010, a corporation may be sued for actions taken after the corporation has dissolved.”
Favila v. Katten Muchin Rosenman LLP, 188 Cal. App. 4th 189 (Cal. Ct. App. 2010). “Just as the dissolved corporation continues to exist for purposes including prosecuting and defending actions by or against it (Corp. Code, § 2010, subd. (c)), the shareholders continue to exist and to have rights and potential liabilities with respect to the dissolved…”
Kradel v. Piper Indus., Inc., 60 S.W.3d 744 (Tenn. 2001). “Cal. Corp.Code § 2010(a) (West 1990), it obvi *758 ously chose not to do so.”
Levin Metals Corp. v. Parr-Richmond Terminal Co., 631 F. Supp. 303 (N.D. Cal. 1986). · cites it 4× “Iowa 1968) (holding that “winding up” provision contained in Iowa statute similar to Cal.Corp. Code § 2010 did not encompass defense of lawsuits for post-dissolution claims, and hence that such suits were not authorized by the statute); Gonzalez v.”
Timberline, Inc. v. Jaisinghani, 97 Cal. Daily Op. Serv. 3584 (Cal. Ct. App. 1997). · cites it 2× “, Corp. Code, § 2010 6 ; Pensaquitos, Inc. v.”
Riley v. Fitzgerald, 178 Cal. App. 3d 871 (Cal. Ct. App. 1986). · cites it 2× “12 of the Texas Business Corporations Act contains a three-year limitation of actions by or against a dissolved corporation, there is conflict which necessitates resolution by "allocating respective spheres of lawmaking influence.”
Daimler AG v. A-Z Wheels LLC, 334 F. Supp. 3d 1087 (S.D. Cal. 2018). “2d 154 (1991), the California Supreme Court held that under California Corporations Code § 2010, a corporation may be sued for actions taken after the corporation has dissolved.”
Greb v. Diamond Int'l Corp., 295 P.3d 353 (Cal. 2013). “The court viewed plaintiffs’ argument in this regard as a facet of the statutory construction issue, and wrote: “Repeating the reasoning of North American II, plaintiffs here contend the 1972 repeal of article XII, section 15, of the California Constitution shows a legislative…”
Smith v. Smith, 473 P.3d 837 (Idaho 2020). “Cal. Corp. Code § 2010 (a). California law provides: A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of…”
Show all 43 citing cases →
— Cal. Corporations Code § 2010(a) — 9 cases
XP Vehs., Inc. v. Dep't of Energy, 118 F. Supp. 3d 38 (D.D.C. 2016). “California Corporations Code section 2010 states that a dissolved corporation “continues to exist for the purpose of winding up its affairs, [and] prosecuting and defending actions by or against it .”
Kradel v. Piper Indus., Inc., 60 S.W.3d 744 (Tenn. 2001). “Cal. Corp.Code § 2010(a) (West 1990), it obvi *758 ously chose not to do so.”
Playboy Enter., Inc. v. Terri Welles, Inc., 78 F. Supp. 2d 1066 (S.D. Cal. 1999). “In Penasquitos, the California Supreme Court held that under California Corporations Code § 2010, a corporation may be sued for actions taken after the corporation has dissolved.”
Gossman v. Greatland Directional Drilling, Inc., 973 P.2d 93 (Alaska 1999).
Contreras v. Corinthian Vigor Ins. Brokerage, Inc., 103 F. Supp. 2d 1180 (N.D. Cal. 2000).
— Cal. Corporations Code § 2010(c) — 1 case
In Re Senor's Q, Inc., 264 B.R. 669 (Bankr. E.D. Cal. 2001).
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