Section 12620.
Cal. Corporations Code - CORP § 12620.
in effect(a)
A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of the following persons:
(1)
One-half or more of the directors in office.
(2)
A person or persons holding or authorized in writing by persons holding not less than 33
1
3
percent of the voting power exclusive of memberships held by persons who have personally participated in any of the transactions enumerated in paragraph (5) of subdivision (b).
(3)
Any member if the ground for dissolution is that the period for which the corporation was formed has terminated without extension thereof.
(4)
Any other person expressly authorized to do so in the articles.
(b)
The grounds for involuntary dissolution are that:
(1)
The corporation has abandoned its activity for more than one year.
(2)
The corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so that its activities can no longer be conducted to advantage or so that there is danger that its property will be impaired or lost or its activities impaired, and the members are so divided into factions that they cannot elect a board consisting of an uneven number.
(3)
There is internal dissension and two or more factions of members in the corporation are so deadlocked that its activities can no longer be conducted with advantage.
(4)
When during any four-year period or when all voting power has been exercised at two consecutive meetings or in two written ballots for the election of directors, whichever period is shorter, the members have failed to elect successors to directors whose terms have expired or would have expired upon election of their successors.
(5)
Those in control of the corporation have been guilty of or have knowingly countenanced persistent and pervasive fraud, mismanagement or abuse of authority or persistent unfairness toward any member or the corporation’s property is being misapplied or wasted by its directors or officers.
(6)
The period for which the corporation was formed has terminated without extension of such period.
(c)
At any time prior to the trial of the action any member or creditor may intervene therein.
(d)
This section does not apply to any corporation subject to:
(1)
The Public Utilities Act (Part 1 (commencing with Section 201) of Division 1 of the Public Utilities Code) unless an order is obtained from the Public Utilities Commission authorizing the corporation either (a) to dispose of its assets as provided in Section 851 of the Public Utilities Code or (b) to dissolve.
(2)
The provisions of Article 14 (commencing with Section 1010) of Chapter 1 of Part 2 of Division 1 of the Insurance Code when the application authorized by Section 1011 of the Insurance Code has been filed by the Insurance Commissioner unless the consent of the Insurance Commissioner has been obtained.
References
referencesCal. Public Utilities Code - PUC § 201.
referencesCal. Public Utilities Code - PUC § 851.
referencesCal. Insurance Code - INS § 1010.
referencesCal. Insurance Code - INS § 1011.
Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026