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Volume XII, Number 335

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Secretary Of State Creates Two New Revocation Forms

A corporation with an "active-pending termination" status can be returned to Active status by filing a Revocation of Election to Terminate, also known as a Revocation of Election to Wind Up and Dissolve, that meets the requirements of California Corporations Code sections 173, 193, 1901 and 1902, as applicable (for profit corporations); 5062, 5076, 6612, 8612 and 9680, as applicable (nonprofit corporations); or 12241, 12251 and 12632 as applicable (cooperative corporations).  The Secretary of State considers a corporation to have "active-pending termination" status if it has a filed a Certificate of Election to Terminate, also known as a Certificate of Election to Wind Up and Dissolve, and no subsequent revocation of that election.

The California Secretary of State's Business Programs Division recently reported that it has created two new forms.  These are paper forms which may be mailed or dropped off.   The filing fee is $30 and there is a $15 handling fee for in-person submissions.  Below is the Secretary of State's descriptions of these new forms:

Revocation of Election to Terminate – Stock Corporations (Form REV ELE-STK)

This form can be used by a California stock corporation that has filed a Certificate of Election to Wind Up and Dissolve but has not yet filed its Termination document. This form, once filed, will revoke the Certificate of Election to Wind Up and Dissolve. Form REV ELE-STK can be found on our Corporations – California (Domestic) webpage under #28. The form can be submitted via mail or in person as it is currently not available on the bizfile Online portal. Customers can use this form or create their own document that complies with law.

Revocation of Election to Terminate – Nonprofit Corporations (Form REV ELE-NP)

This form can be used by a California nonprofit corporation that has filed a Certificate of Election to Wind Up and Dissolve but has not yet filed its Termination document. This form, once filed, will revoke the Certificate of Election to Wind Up and Dissolve. Form REV ELE-NP can be found on our Corporations – California (Domestic) webpage under #29. The form can be submitted via mail or in person as it is currently not available on the bizfile Online portal. Customers can use this form or create their own document that complies with law.

The forms form cannot be used if the election to terminate involved a bankruptcy, the articles of incorporation required dissolution, if all assets have been disposed and there’s been no corporate activity for five years or the number of directors in office is less than a quorum.  Note that these forms may be used to revoke the election to wind up and dissolve, not a certificate of dissolution. 

© 2010-2022 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XII, Number 278
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
Partner

Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

949-851-5428
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