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DISSOLVING A CORPORATION Hello, my name is Justin Sterling. I am an Attorney and the Founder of The Sterling Firm. We are discussing how to dissolve a corporation. Many times business owners want to stop doing business together. This is what is typically called the quot;business divorce.” When you decide you want to close your business, you will need to do what is called “dissolving” and “winding up” your company. Dissolution is the process of officially ending the existence of the state-registered business entity, which will put it beyond the reach of creditors and claimants. A corporation can be dissolved either voluntarily or involuntarily. The dissolution process is governed by state law. This publication focuses on California law. I. VOLUNTARY DISSOLUTION Voluntary proceedings for winding up the corporation can be commenced upon the adoption of a resolution by the shareholders or the directors of the corporation or by written consent of the shareholders. In California, it is not specifically required that the board of directors takes action before the shareholders vote. However, it is common that the board of directors will submit a proposal to the shareholders to dissolve the corporation and will then call a shareholders meeting to vote. The corporation's Articles of Incorporation or Bylaws may designate the specific procedure for dissolution. Upon voluntary dissolution, the board will still act with the full powers to wind up and settle the affairs of the corporation. The “winding Pequot; process allows the corporation to exist in order to take care of the final matters, which include: (1) paying all known corporation debts and liabilities; and then (2) distributing the remaining assets. A. AUTHORITY TO VOLUNTARILY DISSOLVE CORPORATION The shareholders holding at least 50% or more of the voting power must vote to voluntarily wind up and dissolve the corporation. The shareholder representing the requisite voting power can protect his investment by dissolving the corporation, so long as all alternative methods were exhausted, no unfair advantage is secured over the other shareholders, and no rights of third parties will be adversely affected. However, the right to dissolve the corporation is not absolute. Equity will not allow for dissolution to proceed in furtherance of defrauding the other shareholders, freeze out the minority shareholders, or to sell the corporate assets at an inadequate price. Moreover, shareholders who oppose the dissolution can force the 50% shareholder to sell his shares to the opposing shareholders. Also, particularly concerning corporations that are closely-held (that is, corporations that have less than 35 shareholders), shareholder approval consisting of 90% of the voting power must be given as to the terms of the sale of corporate assets in exchange for cash after dissolution proceedings have commenced when the buyer controls or is controlled by the seller. In addition, in situations when the...
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