(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by approval of the board and approval of the members (Section 12224).
(b) Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve:
(1) A corporation which has been the subject of an order for relief in bankruptcy.
(2) A corporation which has disposed of all of its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation.
(3) A corporation which has no members.
(c) If a corporation comes within one of the descriptions in subdivision (b) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following:
(1) The unanimous consent of the directors then in office.
(2) The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with subdivision (a) of Section 12351.
(3) The vote of a sole remaining director.
(d) If a corporation elects to voluntarily wind up and dissolve pursuant to subdivision (c), references to the board in this chapter and Chapter 17 (commencing with Section 12650) shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under subdivision (c) for an election to wind up and dissolve.
(Amended by Stats. 2009, Ch. 631, Sec. 49. (AB 1233) Effective January 1, 2010.)
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