California Corporations Code

§ 2011

CORP § 2011 Effective Jan 1, 2020Div. 1 · Title 1 · Ch. 20

Statute text

(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.

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Legislative history

Amended by Stats. 2019, Ch. 143, Sec. 26. (SB 251) Effective January 1, 2020.