A corporation is typically dissolved when the shareholders holding shares that have 50% or more of the voting power elect to dissolve. When an order for relief has been entered under Chapter 7 of the U.S. Bankruptcy Code, the board of directors can elect to dissolve the corporation. But after a corporation files for bankruptcy, the shares of the corporation are normally cancelled, and the corporation’s board of directors is replaced with a court-appointed representative who is responsible for liquidating the corporation’s assets and paying creditors. So there are neither shareholders nor a board of directors to elect to dissolve.
The Insolvency Law Committee of the State Bar of California wanted to propose that the California legislature add a provision to the Corporations Code to allow the court-appointed representative to file a certificate of dissolution in cases where the court-approved plan did not authorize dissolution. The Insolvency Law Committee asked the Corporations Committee for help with the legislative proposal, and the Corporations Committee asked me, a senior adviser to the Corporations Committee, to join in providing that help. I was pleased to help, and I was one of the principal drafters of the amendments that were proposed to the California legislature.
With some modifications, the proposal was adopted by the legislature (Senate Bill 340). Corporations Code section 1401 is amended and a new section 1401.5 is added to the code by Chapter 267, Statutes of 2017, which takes effect January 1, 2018.
