Posts Tagged ‘dissolution’
Administrative Dissolutions
As previously posted on this blog, California law was changed (AB 2503) to allow the state to dissolve entities administratively instead of allowing zombie entities to remain on the rolls permanently. A word to the wise:Â Abandoning the entity and awaiting an administrative dissolution is not a recommended alternative to affirmatively taking steps to dissolve…
Read MoreBuy-Sell Agreements in the Articles of Incorporation
Under the Corporations Code, if there is a suit for involuntary dissolution, or if there is an election to dissolve voluntarily by shareholders representing only 50% of the voting power of the stock, the dissolution of the corporation and the appointment of a receiver can be avoided by purchasing the shares owned by the shareholder…
Read MoreBusiness Law Attorney Richard Burt Helps Draft New Corporate Law
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,…
Read MoreSupreme Court Decides California Law Does Not Apply to Dissolved Out-of-State Corporation That Did Business in California
In Greb v. Diamond International Corporation (Feb. 21, 2013), the Supreme Court of California held that Delaware law governs the time for bringing an action in California against a dissolved Delaware corporation. In December 2008, plaintiffs Walter Greb (now deceased) and his wife Karen Greb filed a complaint for personal injury and loss of consortium against…
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