Why A Dissolved Corporation May Sue While A Suspended Corporation May Not
Under the California General Corporation Law a corporation that is dissolved nevertheless continues to exist for the purpose, among others, of prosecuting actions. Cal. Corp. Code § 2010(a). Further, no action to which a dissolved corporation is a party abates by reason of the corporation's dissolution. Cal. Corp. Code § 2010(b). Matters are quite different when a corporation is suspended rather than dissolved. Under the Revenue & Taxation Code, a corporation may be "suspended" for failure to pay taxes. Cal. Rev. & Tax. Code § 23301. A suspended corporation may be revived but during its period of suspension, it may not prosecute or defend an action, seek a writ of mandate, appeal from an adverse judgment, or renew a judgment obtained before suspension. Center for Self-Improvement & Community Development v. Lennar Corp., 173 Cal. App. 4th 1543, 1552, 94 Cal. Rptr. 3d 74, 79-80 (2009) (citing Grell v. Laci Le Beau Corp., 73 Cal.App.4th 1300, 1306, 87 Cal. Rptr. 2d 358 (1999)).
A nettling question arises when a suspended corporation subsequently dissolves. When this happens does Corporations Code Section 2020 trump Revenue & Taxation Code Section 23301? To prevent any murmurs of dubiety about the likelihood of such an event, I hasten to point out that this sequence actually occurred in Pulte Homes Corp. v. Williams Mechanical, Inc., 2 Cal. App. 5th 267, 206 Cal. Rptr. 3d 244 (2016). Unfortunately, I cannot report an answer because the Court of Appeal decided the case on other grounds, despite characterizing the question as "fraught with difficulty" in an unpublished portion of its opinion.