What happens if a judgement is issued on a corporation that is dissolved?
Full Question:
Answer:
The following is a California statute:
§ 2010 Corp.
(a) A corporation which is dissolved nevertheless continues to exist
for the purpose of winding up its affairs, prosecuting and defending
actions by or against it and enabling it to collect and discharge
obligations, dispose of and convey its property and collect and divide
its assets, but not for the purpose of continuing business except so far
as necessary for the winding up thereof.
(b) No action or proceeding to which a corporation is a party abates by
the dissolution of the corporation or by reason of proceedings for
winding up and dissolution thereof.
(c) Any assets inadvertently or otherwise omitted from the winding up
continue in the dissolved corporation for the benefit of the persons
entitled thereto upon dissolution of the corporation and on realization
shall be distributed accordingly.
The following is a New Jersey statute:
14A:12-9. Effect of dissolution
(1) Except as a court may otherwise direct, a dissolved
corporation shall continue its corporate existence but shall carry
on no business except for the purpose of winding up its affairs by
(a) collecting its assets;
(b) conveying for cash or upon deferred payments, with or
without security, such of its assets as are not to be distributed
in kind to its shareholders;
(c) paying, satisfying and discharging its debts and other
liabilities; and
(d) doing all other acts required to liquidate its business and
affairs.
(2) Subject to the provisions of subsection 14A:12-9 (1), and
except as otherwise provided by court order, the corporation, its
officers, directors and shareholders shall continue to function in
the same manner as if dissolution had not occurred. In particular,
and without limiting the generality of the foregoing,
(a) the directors of the corporation shall not be deemed to be
trustees of its assets and shall be held to no greater standard of
conduct than that prescribed by section 14A:6-14;
(b) title to the corporation's assets shall remain in the
corporation until transferred by it in the corporate name;
(c) the dissolution shall not change quorum or voting
requirements for the board or shareholders, nor shall it alter
provisions regarding election, appointment, resignation or removal
of, or filling vacancies among, directors or officers, or
provisions regarding amendment or repeal of by-laws or adoption of
new by-laws;
(d) shares may be transferred until the record date of the final
liquidating distribution or dividend to shareholders;
(e) the corporation may sue and be sued in its corporate name
and process may issue by and against the corporation in the same
manner as if dissolution had not occurred;
(f) no action brought against any corporation prior to its
dissolution shall abate by reason of such dissolution.
(3) The right of the corporation to sell its assets and the
right of a shareholder to dissent from such sale shall be governed
by Chapters 10 and 11 in the same manner as if dissolution had not
occurred.
(4) A dissolved corporation may condition the payment to its
shareholders
(a) of any partial liquidating distribution or dividend on the
surrender to it of the share certificates on which the
distribution or dividend is to be paid for endorsement to reflect
such payment; or
(b) of the final liquidating distribution or dividend on the
surrender to it for cancellation of the share certificates on
which the distribution or dividend is to be paid.