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§ 565.Appointment of Receivers Or Trustees Upon Dissolution of Corporation

Title 7. Other Provisional Remedies In Civil Actions · Chapter 5. Receivers · Last amended 1880 · Last verified July 28, 2026

In one sentenceSection 565 lets the superior court, on application of a creditor, stockholder, or member, appoint one or more receivers or trustees to wind up a dissolved corporation by collecting its debts and property, paying its outstanding debts, and dividing any remaining funds among stockholders or members.

Full Text of § 565

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Upon the dissolution of any corporation, the Superior Court of the county in which the corporation carries on its business or has its principal place of business, on application of any creditor of the corporation, or of any stockholder or member thereof, may appoint one or more persons to be receivers or trustees of the corporation, to take charge of the estate and effects thereof, and to collect the debts and property due and belonging to the corporation, and to pay the outstanding debts thereof, and to divide the moneys and other property that shall remain over among the stockholders or members.

Plain-English Summary

Section 565 answers a practical question: what happens to a dissolved corporation's leftover business? A creditor, stockholder, or member can ask the superior court in the county where the corporation carries on business, or has its principal place of business, to appoint a receiver or trustee to finish the job the corporation itself can no longer do.

That receiver's mandate is winding-up work -- take charge of the corporation's remaining estate and effects, collect the debts and property owed to it, pay off what it owes, and divide whatever's left among the stockholders or members once creditors are satisfied. It's the corporate-law analogue to what § 564(b)(6) does for a corporation that's merely insolvent or in danger of insolvency rather than formally dissolved.

Once appointed, the receiver operates under the same oath, undertaking, and powers provisions the rest of this chapter sets out -- § 567's oath and bond requirement, and § 568's grant of authority to sue, take possession of property, and otherwise act as the court directs.

Frequently Asked Questions

Who can ask a court to appoint a receiver for a dissolved corporation?

A creditor of the corporation, or a stockholder or member of it.

Which court handles this kind of application?

The superior court in the county where the corporation carries on its business or has its principal place of business.

What does the receiver do once appointed under § 565?

Take charge of the corporation's estate, collect debts and property owed to it, pay its outstanding debts, and divide any remaining money or property among the stockholders or members.

Is this the only way a struggling corporation ends up with a receiver?

No. Section 564(b)(6) separately allows a receiver for a corporation that is insolvent or in imminent danger of insolvency, or has forfeited its corporate rights, even without a formal dissolution.

Amendment History

Amended by Code Amendments 1880, Ch. 15.

Source & verification. Section text is reproduced verbatim from the Deering's California Codes Annotated / vLex. Enacted by the California Legislature. Last verified July 28, 2026. · Official source
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