How is a corporation voluntarily dissolved?

A corporation may voluntarily elect to wind up its business and dissolve by the vote of shareholders representing 50 percent or more of the corporation’s voting power. Cal. Corp. Code § 1900. In addition, the corporation’s board may vote to wind up and dissolve if the corporation (1) is subject to an order for relief under Chapter 7 of the federal bankruptcy laws, (2) has issued no shares, or (3) has disposed of all of its assets and has not conducted any business for five years. Once the corporation has elected to wind up its business and dissolve, the corporation must “forthwith” file with the secretary of state a certificate of dissolution signed and verified by an officer, a majority of the directors, or one or more shareholders representing at least 50 percent of the corporation’s voting power. Cal. Corp. Code § 1901. Both before and after the filing of the certificate of dissolution, the board must continue to act as a board and has full powers to wind up and settle the corporation’s affairs. Cal. Corp. Code §§ 1903, 2001. Once the voluntary proceeding for winding up has commenced, however, the corporation must cease to carry on business except to the extent necessary for the beneficial winding up of business and only for as long as the board deems necessary to preserve the corporation’s goodwill or going-concern value pending a sale of its business or assets, or both, in whole or in part. Cal. Corp. Code § 1903(c).