Corporations Code section 8612

(a)

A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to subdivision (a) of Section 8610, by the vote of members representing a majority of the voting power; or (2) if the election was by the board pursuant to subdivision (b) of Section 8610, by approval of the board. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 8611 and a copy thereof filed with the Attorney General.

(b)

The certificate shall set forth:

(1)

That the corporation has revoked its election to wind up and dissolve.

(2)

That no assets have been distributed pursuant to the election.

(3)

If the revocation was made by the vote of members alone, the number of votes for the revocation and that the revocation was made by persons representing at least a majority of the voting power.

(4)

If the revocation was made by the board alone, the certificate shall so state.

Source: Section 8612, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=8612.­ (accessed May 9, 2025).

Last Updated

Apr. 24, 2025

§ 8612’s source at ca​.gov