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AB-2519 Nonprofit corporations: dissolution.(2001-2002)

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Assembly Bill No. 2519
CHAPTER 112

An act to amend Section 6615 of the Corporations Code, relating to corporations.

[ Filed with Secretary of State  July 05, 2002. Approved by Governor  July 03, 2002. ]

LEGISLATIVE COUNSEL'S DIGEST


AB 2519, Keeley. Nonprofit corporations: dissolution.
Existing law, the Nonprofit Corporation Law, sets forth procedures for the voluntary dissolution of a nonprofit public benefit corporation. Under existing law, the directors of that corporation are required to file with the Secretary of State a certificate of dissolution stating, among other matters, that the corporation’s assets have been distributed or that none were acquired by the corporation.
This bill would delete this statement from the required information on a certificate of dissolution and would require that a document issued by the Attorney General either waiving objections to the distribution of the corporation’s assets or confirming that the corporation has no assets be attached to the certificate of dissolution before being filed with the Secretary of State.

The people of the State of California do enact as follows:


SECTION 1.

 Section 6615 of the Corporations Code is amended to read:

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.
(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. However, before any corporation may file a certificate of dissolution it shall file or cause to be filed the certificate of satisfaction of the Franchise Tax Board required by Section 23334 of the Revenue and Taxation Code that all taxes, if any, imposed under the Bank and Corporation Tax Law have been paid or secured.