Time Limit to Sue a Dissolved California Corporation
California's corporation law--specifically Corporations Code section 2010--sets forth no time limitation for suing a dissolved California corporation.
Most states, including Delaware, limit the period within which a newly dissolved corporation may sue or be sued postdissolution.
Moreover, it is the state of incorporation that will generally control this extended existence based on legislative acquiescence.
"But corporations exist for specific purposes, and only by legislative act, so that if the life of the corporation is to continue even only for litigating purposes it is necessary that there should be some statutory authority for the prolongation. The matter is really not procedural or controlled by the rules of the court in which the litigation pends. It concerns the fundamental law of the corporation enacted by the State which brought the corporation into being." (Oklahoma Gas Co. v. Oklahoma (1927) 273 U.S. 257, 259-260; see also Bazan v. Kux Machine Co. (1971) 52 Wis.2d 325, 333-334 products liability claim; Johnson v. Helicopter & Airplane Services Corp. (D.Md. 1975) 404 F.Supp. 726, 729 products liability claim; Stone v. Gibson Refrigerator Sales Corp. (E.D.Pa. 1973) 366 F.Supp. 733, 734 products liability claim.)
"At common law, upon a dissolution, a corporation ceased to exist for any purpose. It could not be bound civilly nor prosecuted criminally any more than a natural person who had died." (J. C. Peacock, Inc. v. Hasko (1960) 184 Cal.App.2d 142, 150; see also Title Co. v. Wilcox Bldg. Corp. (1937) 302 U.S. 120, 124-125.)
In response to this consequence, principles of equity were implemented to create a judicial concept known as the "trust fund doctrine." (Delaney P. & R. Co. v. Crystal etc. Co. (1928) 88 Cal.App. 784, 790-791.)
This rule allowed creditors an equitable right to follow corporate assets after a dissolution, so that the assets were held in a trust which gave the creditors superior claim to that of the shareholders of the corporation. Over time, jurisdictions found the trust fund doctrine a "fuzzy" concept to implement and legislatures developed "wind-up" statutes, sharp and definite, to regulate corporate liability and obligations postdissolution. (15A Fletcher Cyclopedia of the Law of Corporations (2009) 7373, pp. 65-69; see Riley v. Fitzgerald (1986) 178 Cal.App.3d 871, 878-879 223 Cal.Rptr. 889 (Riley).)
"Shareholders nonetheless possess an important statutory interest in the final and certain termination of their involvement with the affairs of a dissolving corporation." (Pacific Scene, Inc. v. Peasquitos, Inc. (1988) 46 Cal.3d 407, 416.)
Under the Restatement Second of Conflict of Laws, whether a corporation continues its existence after it has dissolved or been suspended is decided by the state of incorporation. (Rest.2d Conf. of Laws, 299, subd. (1).)
This principle applies even where corporate assets are situated elsewhere or all corporate business is conducted in other states. (Rest.2d Conf. of Laws, 299, subd. (1), com. a, p. 295.)
Additionally, states of incorporation will often have "wind-up" statutes that extend corporate life, facilitating the opportunity for creditor claims against the dissolved business; such laws are recognized in other states including the forum state. ( Rest.2d Conf. of Laws, 299, subd. (2), coms. (d) & (e), pp. 295-296.)