Corporations Code Section 2010 Does Not Apply To Foreign Corporations.

Corporations Code section 2010, provides in relevant part: “(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.” Plaintiffs’ complaint alleged injuries from exposure to asbestos. Although defendant has been dissolved for many years, plaintiffs sought recovery from unexhausted liability insurance that covered defendant during the decades when it did business in California. Defendant demurred to plaintiffs’ complaint, alleging that more than three years earlier, in July 2005, it had obtained a corporate dissolution pursuant to the laws of Delaware, defendant’s state of incorporation. The trial court sustained the demurrer without leave to amend, and dismissed plaintiffs’ complaint with prejudice. The Court of Appeal agreed, and so did the California Supreme Court which stated:  “We granted review to resolve a conflict in the Courts of Appeal concerning interpretation of Corporations Code section 2010, which governs the winding-up and survival of dissolved corporations. We consider whether the statute applies to foreign corporations — those formed in states other than California — and conclude, consistently with the appellate court below, that it does not.”  Greb v. Diamond International Corporation  (Sup. Ct.; February 21, 2013) (Case No. S183365).