Corporations Code section 12653

(a)

After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets in the manner provided in Section 12655, 12656, and 12656.5.

(b)

If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims that has been prescribed by order of the court.

(c)

Anything to the contrary notwithstanding, assets, if any, that are not subject to attachment, execution, or sale for the corporation’s debts and liabilities may be distributed pursuant to Section 12655, 12656, and 12656.5 even though all debts and liabilities have not been paid or adequately provided for.

Source: Section 12653, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=12653.­ (accessed Jun. 2, 2025).

Last Updated

May 12, 2025

§ 12653’s source at ca​.gov