(a)(1)Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of the following:
(A)Against the dissolved corporation, to the extent of its undistributed assets, including, without limitation, any insurance assets held by the corporation that may be available to satisfy claims.
(B)If any of the assets of the dissolved corporation have been distributed to shareholders, against shareholders of the dissolved corporation to the extent of their pro rata share of the claim or to the extent of the corporate assets distributed to them upon dissolution of the
corporation, whichever is less.
A shareholder’s total liability under this section may not exceed the total amount of assets of the dissolved corporation distributed to the shareholder upon dissolution of the corporation.
(2)Except as set forth in subdivision (c), all causes of action against a shareholder of a dissolved corporation arising under this section are extinguished unless the claimant commences a proceeding to enforce the cause of action against that shareholder of a dissolved corporation prior to the earlier of the following:
(A)The expiration of the statute of limitations applicable to the cause of action.
(B)Four years after the effective date of the dissolution of the corporation.
(3)As a
matter of procedure only, and not for purposes of determining liability, shareholders of the dissolved corporation may be sued in the corporate name of the corporation upon any cause of action against the corporation. This section does not affect the rights of the corporation or its creditors under Section 2009, or the rights, if any, of creditors under the Uniform Voidable Transactions Act, which may arise against the shareholders of a corporation.
(4)This subdivision applies to corporations dissolved on and after January 1, 1992. Corporations dissolved prior to that date are subject to the law in effect prior to that date.
(b)Summons or other process against such a corporation may be served by delivering a copy thereof to an officer, director, or person having charge of its assets or, if no such person can be found, to any agent upon whom process might be served at the time of
dissolution. If none of those persons can be found with due diligence and it is so shown by affidavit to the satisfaction of the court, then the court may make an order that summons or other process be served upon the dissolved corporation by personally delivering a copy thereof, together with a copy of the order, to the Secretary of State or an assistant or deputy secretary of state. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State.
(c)Every such corporation shall survive and continue to exist indefinitely for the purpose of being sued in any quiet title action. Any judgment rendered in any such action shall bind each and all of its shareholders or other persons having any equity or other interest in that corporation, to the extent of their interest therein, and that action shall have the same force and effect as an action brought under the provisions of Sections 410.50 and
410.60 of the Code of Civil Procedure. Service of summons or other process in any such action may be made as provided in Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure or as provided in subdivision (b).
(d)Upon receipt of that process and the fee therefor, the Secretary of State forthwith shall give notice to the corporation as provided in Section 1702.
(e)For purposes of Article 4 (commencing with Section 19071) of Chapter 4 of Part 10.2 of Division 2 of the Revenue and Taxation Code, the liability described in this section shall be considered a liability at law with respect to a dissolved corporation.
Notes of Decisions
Pulte Homes Corp. v. Williams Mech., Inc., 2 Cal. App. 5th 267 (Cal. Ct. App. 2016).
· cites it 2× “) It also allows the plaintiff in an action against a dissolved corporation to serve the summons and complaint on ‘“any agent upon whom process might be served at the time of dissolution.”
Favila v. Katten Muchin Rosenman LLP, 188 Cal. App. 4th 189 (Cal. Ct. App. 2010).
· cites it 2× “) In addition, Corporations Code section 2011, subdivision (a)(1), provides that causes of action against a dissolved corporation, “whether arising before or after the dissolution,” may be enforced against the dissolved corporation to the extent it has any undistributed assets,…”
Penasquitos, Inc. v. Superior Court, 812 P.2d 154 (Cal. 1991).
“The question we face in this case is whether homeowners may bring suit for construction defects against the corporations that graded the lots and built the homes, when those corporations had dissolved before the homeowners’ discovery of the construction defects.”
Gibble v. Car-Lene Rsch., Inc., 67 Cal. App. 4th 295 (Cal. Ct. App. 1998).
“11 Certainly, Corporations Code section 2011, which is referenced in subdivision (b) of section 416.”
Louisiana-Pac. Corp. v. ASARCO, Inc., 5 F.3d 431 (9th Cir. 1993).
· cites it 3× “3 In Levin Metals, Levin brought a CERC-LA action against Parr Industrial, a dis-' solved California corporation, through its shareholders pursuant to California Corporation Code § 2011(a). The district court dismissed the suit because a California corporation could not be sued…”
United States v. Distler, 741 F. Supp. 643 (W.D. Ky. 1990).
“The statute relied on, Cal.Corp.Code § 2011(a) provides: In all cases where a corporation has been dissolved, the shareholders may be sued in the corporate name of such corporation upon any cause of action against the corporation arising prior to its dissolution.”
California v. Randtron, 284 F.3d 969 (9th Cir. 2002).
“" CAL. CORP. CODE § 2011(a)(1)(A). . This complaint did not allege any federal claims; therefore, Randtron could not remove the action to federal court and seek consolidation with the federal case.”
Levin Metals Corp. v. Parr-Richmond Terminal Co., 631 F. Supp. 303 (N.D. Cal. 1986).
“, Washoe County, Nevada, filed August 31, 1981) (quashing service of process upon former shareholder of dissolved California corporation for post-dissolution claim on ground that such claims are barred by CaLCorp.”
Lopes v. Vieira, 688 F. Supp. 2d 1050 (E.D. Cal. 2010).
“See California Corporations Code § 2011(a); Penasquitos, Inc.”
California v. Randtron, 69 F. Supp. 2d 1264 (E.D. Cal. 1999).
“” Cal. Corp.Code § 2011(a)(1)(A). In the original federal action against Randtron, Lodi asserted claims under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), and state causes of action for…”
California v. Randtron, 268 F.3d 891 (9th Cir. 2001).
“” Cal. Corp. Code § 2011 (a)(1)(A). . This complaint did not allege any federal claims; therefore, Randtron could not remove the action to federal court and seek consolidation with the federal case.”
Cal. Corporations Code § 2011(a): 4 cases
Louisiana-Pac. Corp. v. ASARCO, Inc., 5 F.3d 431 (9th Cir. 1993).
“3 In Levin Metals, Levin brought a CERC-LA action against Parr Industrial, a dis-' solved California corporation, through its shareholders pursuant to California Corporation Code § 2011(a). The district court dismissed the suit because a California corporation could not be sued…”
United States v. Distler, 741 F. Supp. 643 (W.D. Ky. 1990).
“The statute relied on, Cal.Corp.Code § 2011(a) provides: In all cases where a corporation has been dissolved, the shareholders may be sued in the corporate name of such corporation upon any cause of action against the corporation arising prior to its dissolution.”
Levin Metals Corp. v. Parr-Richmond Terminal Co., 631 F. Supp. 303 (N.D. Cal. 1986).
“, Washoe County, Nevada, filed August 31, 1981) (quashing service of process upon former shareholder of dissolved California corporation for post-dissolution claim on ground that such claims are barred by CaLCorp.”
Lopes v. Vieira, 688 F. Supp. 2d 1050 (E.D. Cal. 2010).
“See California Corporations Code § 2011(a); Penasquitos, Inc.”
Cal. Corporations Code § 2011(a)(1): 2 cases
Cal. Corporations Code § 2011(a)(1)(A): 2 cases
California v. Randtron, 284 F.3d 969 (9th Cir. 2002).
“" CAL. CORP. CODE § 2011(a)(1)(A). . This complaint did not allege any federal claims; therefore, Randtron could not remove the action to federal court and seek consolidation with the federal case.”
California v. Randtron, 69 F. Supp. 2d 1264 (E.D. Cal. 1999).
“” Cal. Corp.Code § 2011(a)(1)(A). In the original federal action against Randtron, Lodi asserted claims under the Resource Conservation and Recovery Act (“RCRA”), the Comprehensive Environmental Response Compensation and Liability Act (“CERCLA”), and state causes of action for…”
Cal. Corporations Code § 2011(b): 2 cases
Cal. Corporations Code § 2011(c): 1 case
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