You are here: California / Corporations Code - CORP / CHAPTER 16. Voluntary Dissolution [6610. - 6618.] / Section 6615.

Section 6615. (Amended by Stats. 2006, Ch. 773, Sec. 21.)
Cite as: Cal. Corp. Code §6615.

(a)When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a certificate of dissolution stating:

(1)That the corporation has been completely wound up.

(2)That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or other information as may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability.

(3)That the corporation is dissolved.

(4)That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code.

(b)One of the following documents issued by the Attorney General shall be attached to the certificate of dissolution:

(1)A written waiver of objections to the distribution of the corporation’s assets pursuant to subdivision (c) of Section 6716.

(2)A written confirmation that the corporation has no assets.

(c)The certificate of dissolution and attachment described in subdivision (b) shall be filed with the Secretary of State who shall not accept a certificate of dissolution for filing without this attachment. The corporate existence shall cease upon the acceptance of the filing of the certificate of dissolution and attachment by the Secretary of State, except for the purpose of further winding up if needed. The Secretary of State shall notify the Franchise Tax Board of the dissolution.

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