Technically yes, but not until you've paid those debts or made adequate provision for them. The Certificate of Dissolution requires you to certify that all debts have been paid or adequately provided for. "Adequately provided for" means you've set aside sufficient funds, arranged for another party to assume the obligations, or obtained creditor consent to alternative arrangements. You cannot simply dissolve and walk away from unpaid debts - that would make your dissolution certificate perjurious and potentially expose directors and officers to personal liability. If your corporation is insolvent (debts exceed assets), consider bankruptcy instead of or before dissolution.

This creates serious problems. When you stop filing returns and paying taxes, the FTB will suspend your corporate powers. However, suspension doesn't end the corporation's existence or stop the $800 annual minimum franchise tax from accruing. The tax continues year after year, along with penalties and interest. After enough years, the accumulated debt can reach tens of thousands of dollars. The FTB has collection powers including liens, levies, and wage garnishments. A suspended corporation also cannot defend lawsuits, enter contracts, or conduct most business transactions. The correct approach is to formally dissolve. Yes, you'll need to pay back taxes to revive if you're already suspended, but paying a few years of back taxes now is better than accumulating decades of liability. If you truly have no assets and never conducted business, look into the FTB's administrative dissolution program for potential tax abatement.

Not legally required, but highly advisable in many situations. Simple corporations with no assets, no debts, no ongoing contracts, and no litigation can often handle dissolution without legal assistance. The forms are publicly available from the Secretary of State and FTB. However, consult an attorney if your corporation has: significant assets to distribute, unpaid debts or liabilities, real estate or intellectual property, pending or threatened litigation, complex contracts, multiple shareholders with potential disputes, employment issues, tax problems beyond simple minimum franchise tax, or any situation where directors or officers might face personal liability exposure. An attorney can help you avoid common pitfalls, properly structure asset distributions, handle creditor claims, address shareholder disputes, coordinate tax and corporate law requirements, and protect you from personal liability. The cost of legal assistance is usually far less than fixing problems from improper dissolution.

Under Corporations Code Section 2010, the corporation continues to exist after dissolution for the sole purpose of winding up its affairs. This survival period has no fixed duration - it lasts as long as necessary to complete winding up. For most corporations, the entity effectively ceases to exist upon filing the dissolution certificate because winding up was completed before filing. However, if any matters remain unresolved, the corporation continues to exist for purposes of addressing those matters - defending lawsuits filed after dissolution, collecting receivables that come in later, or distributing assets that were overlooked. The corporation can sue and be sued during this period, hold property, and conduct transactions necessary to wind up. What it cannot do is resume normal business operations or start new ventures.

Generally no, if dissolution was conducted properly. The corporate form normally shields shareholders from personal liability both before and after dissolution. However, there are important exceptions. First, if the corporation made distributions to shareholders before paying all creditors, those shareholders may be liable to return the distributed funds to the extent necessary to pay unpaid creditors. This is why proper winding up requires paying or providing for all debts before distributing assets. Second, if directors or officers made fraudulent statements in the dissolution certificate, they may face personal liability for unpaid debts, extending to shareholders who participated in or authorized the fraudulent certification. Third, if creditors can pierce the corporate veil based on commingling funds, undercapitalization, or other factors, they may reach shareholders personally - dissolution doesn't cure veil-piercing issues that existed before dissolution. Finally, shareholders remain personally liable for any debts they personally guaranteed, as guarantees are separate obligations independent of the corporation.

Missing or unresponsive shareholders complicate dissolution because you need shareholder approval. If you can't get the required vote because shareholders are unreachable, you have several options. For corporations with minimal activity and assets, you might qualify for court-supervised dissolution under Corporations Code Sections 1800-1806 (involuntary dissolution for various circumstances including deadlock, illegal conduct, or when dissolution benefits shareholders). Alternatively, if your records show you've made reasonable efforts to contact missing shareholders at their last known addresses and you have a majority of the shares you can contact, you may be able to proceed with dissolution. Keep detailed records of your efforts including certified mail receipts showing you attempted to reach them. For any remaining assets that would have gone to missing shareholders, comply with California's unclaimed property laws by reporting and remitting those funds to the State Controller's Unclaimed Property Division. This protects you from claims by shareholders who later surface demanding their distributions.

Yes, but the process is complex and must occur within five years of dissolution under Corporations Code Section 2010. After that five-year period, revival is generally not possible. Revival requires court approval and a showing of good cause, such as discovering assets that should have been distributed, addressing litigation that arose after dissolution, or correcting errors in the original dissolution. Note that dissolution revival is different from reviving a suspended or forfeited corporation. Suspension/forfeiture revival involves paying back taxes and fees to restore corporate powers. Dissolution revival involves a court proceeding to bring back to existence a corporation that legally ceased to exist. Both are possible but involve different procedures and requirements.

Short-form dissolution (using Form DSF STK) is available only if your corporation meets ALL of the following conditions: (1) has not issued shares OR never commenced business, (2) has no debts or liabilities (or they've all been paid/discharged), and (3) has distributed or made adequate provision for distributing any remaining assets. If you qualify, you can skip filing the Certificate of Election and proceed directly to filing the short-form dissolution certificate. Regular dissolution (Form DISS STK) is required for all other corporations and typically requires filing a Certificate of Election first (unless 100% of shareholders approved dissolution). Most operating corporations will need regular dissolution rather than short-form because they've issued shares and conducted business.