Section § 17635

Explanation

This law states that if a commissioner takes control of the property and business of a licensee and determines it's pointless to continue managing it as a conservator, they can request approval from a superior court to close and liquidate the business. After a thorough court hearing, if approved, the commissioner will handle the liquidation.

If at any time after taking possession of the property and business of a licensee it shall appear to the commissioner that it would be futile to proceed as conservator with the conduct of the business of such person he may apply to the superior court of the county in which is located the principal office of such person in this State for an order to liquidate and wind up the business of said person. Upon a full hearing of such application, the court may make an order directing the winding up and liquidation of the business of such person by the commissioner, as liquidator.

Section § 17636

Explanation

If a commissioner takes control of a company's property and operations, they can ask a court to appoint a receiver. This receiver's job would be to wrap up or close down the company's business affairs.

Whenever the commissioner has taken possession of the property and business of a licensee he may petition the superior court for the appointment of a receiver to liquidate the affairs of the licensee.

Section § 17637

Explanation

This law allows the commissioner to appoint special deputies and hire necessary specialists, like accountants and lawyers, to help with liquidating and distributing a licensee’s assets. The commissioner can set their pay and cover these costs using the licensee's funds. The expenses can include part of the commissioner's salary and other related office costs that they deem reasonable for the liquidation process.

The commissioner may appoint one or more special deputies to assist in the duties of liquidation and distribution under his direction and may also employ such special legal counsel, accountants, and assistants as may be needed and required and fix their salaries and compensation. All such salaries and compensation with other reasonable and necessary expenses as may be incurred in the liquidation shall be paid by the commissioner from the funds of the licensee in his hands. Such expenses shall include, among other things, that part of the salary of the commissioner and of his deputies, auditors, accountants, appraisers and other assistants, and that part of the general expenses of the commissioner’s office, as fairly represent, in the opinion of the commissioner, the proportion properly attributable to such liquidation.

Section § 17638

Explanation

If a company's financial affairs need to be settled, the commissioner has the authority to manage this process. They can collect any money owed to the company and acknowledge receipt of it, approve and pay legitimate claims, and initiate necessary legal actions to ensure liquidation. Additionally, they can handle bad debts, borrow money, and sell or transfer company property, but only with court approval after a hearing.

In liquidating the affairs of a licensee the commissioner may:
(a)CA Financial Code § 17638(a) Collect all money due to, and claims of, the licensee and give receipt therefor.
(b)CA Financial Code § 17638(b) Approve and pay all just and equitable claims.
(c)CA Financial Code § 17638(c) Commence and prosecute all actions and proceedings necessary to enforce liquidation.
(d)CA Financial Code § 17638(d) Compound bad or doubtful debts or claims, borrow money, sell, convey, or transfer real or personal property, on order of the superior court of the county in this State in which the principal office of the licensee is located. The order shall be made after hearing and on such notice as the court prescribes.

Section § 17639

Explanation

This law says that if a company's liquidation order goes through, certain financial transactions made in the four months before that order can be canceled. These transactions can be undone if they unfairly give one creditor an advantage over others. This includes transferring property, creating a lien (a legal claim on assets), or allowing a judgment against the company.

After the issuance of an order of liquidation under Section 17635, any of the following transactions occurring within four months prior to the application for such order shall be voidable by the commissioner if such transaction has the effect of giving to or enabling any creditor of the licensee to obtain a preference over any other creditor, or to obtain a greater percentage of his debt than any other creditor:
(a)CA Financial Code § 17639(a) A transfer of property of the licensee.
(b)CA Financial Code § 17639(b) The creation of a lien upon the property of the licensee.
(c)CA Financial Code § 17639(c) The suffering of a judgment against such person.

Section § 17640

Explanation

If the commissioner has control over a company's business, property, and assets, they can take certain actions even if they aren't winding up the company's affairs. In this case, the commissioner can do two main things:

(a) Request a court order from the superior court where the company's main office is located. This order would confirm any steps the commissioner has taken or authorize actions not clearly allowed by the existing law. This will involve a court hearing with notice given as directed by the court.

(b) Settle any secured debts the company owes, regardless if these debts have been formally requested for payment. These debts cannot be paid more than the security's value at the time of settlement.

If the commissioner is in possession of the business, property, and assets of a licensee, whether or not he is liquidating the affairs of such licensee, the commissioner may:
(a)CA Financial Code § 17640(a) Apply to the superior court of the county in this State in which the principal office of the licensee is located for an order confirming any action taken by the commissioner, or authorizing the commissioner to do any act or execute any instrument not expressly authorized by this part. The order shall be given after a hearing on such notice as the court prescribes.
(b)CA Financial Code § 17640(b) Pay and discharge any secured claims against the licensee, whether or not such claims have been presented for payment. No secured claim shall be paid in an amount larger than the value of the security at the time of payment.

Section § 17641

Explanation

If a contract or lease is canceled by the commissioner, people can file claims for related damages. However, landlords can't claim more than a year's worth of rent after giving up the property, plus any unpaid rent, unless rent payments were sped up. Such claims must be filed within 30 days after the cancellation.

Claims for damages resulting from the disaffirmance of an executory contract or lease by the commissioner may be filed and allowed. No claim of a landlord for damages resulting from the disaffirmance of an unexpired lease of real property or under any covenant of such lease shall be allowed in an amount exceeding the rent reserved by the lease, without acceleration, for the year succeeding the date of the surrender of the premises plus the amount of any unpaid accrued rent without acceleration. Any such claim must be filed within 30 days of the date of such disaffirmance.

Section § 17642

Explanation

If the commissioner decides to liquidate a licensee, they must create a detailed list of the company's assets. This list is made in two copies, with one submitted to the court and the other kept in the commissioner's office.

When the commissioner determines to liquidate a licensee, he shall cause an inventory of all the assets of the licensee to be made in duplicate, file the original with the court, and file the duplicate in his office.

Section § 17643

Explanation

If a decision is made to close down a licensed business, the commissioner must announce this once a week for four weeks in a widely read local newspaper near the business. This notice asks anyone who believes the business owes them money to submit their claims with proof. They have at least six months from the first announcement to do so. Additionally, within 10 days of the first notice, the commissioner has to send the information directly to anyone listed on the business's books as being owed money or having unfinished business transactions.

When the commissioner determines to liquidate a licensee he shall cause notice to be given by publication once a week for four successive weeks in some newspaper of general circulation published at or near the principal place of business in this State of such licensee, to all persons having claims against the licensee as creditors, investors, or otherwise, requiring them to present and file their claims and make legal proof thereof at a place and within a time designated in such publication. The time shall be not less than six months after the first publication. Within 10 days after the first publication the commissioner shall cause a copy of such notice to be mailed to all persons whose names appear of record upon the licensee’s books as creditors, or as parties to an uncompleted escrow transaction.

Section § 17644

Explanation

This law requires all creditors and non-parties of an escrow transaction to submit their claims against a licensee or its property to the commissioner in writing, verified by the claimant or a representative. The submission must occur within a specified timeframe. If the claim is not submitted in this way and within the given period, it will not be recognized and cannot be enforced later.

All claims, demands, or causes of action of creditors, and persons other than the parties to an escrow transaction against the licensee or against any property owned or held by it in trust or otherwise, must be presented to the commissioner in writing, verified by the claimant, or someone in his behalf, within the period specified in the notice for the presentation of claims, whether or not an action is pending to enforce any such claim or demand. The commissioner shall not approve any claim not so presented, and any such claim, demand or cause of action not so presented is forever barred.

Section § 17645

Explanation

After the deadline for submitting claims has passed, the commissioner must create a detailed list of all claims that were submitted. This list must indicate which claims were approved and which were denied. The original list is filed with the court, and a copy is kept in the commissioner's office.

Upon the expiration of the time fixed for the presentation of claims, the commissioner shall prepare in duplicate a full and complete schedule of all claims presented, specifying by classes those that have been approved and those that have been disapproved and shall file the original with the court and the duplicate in his office.

Section § 17646

Explanation

This law states that anyone whose claim has been rejected must receive written notice within five days after the claims are filed in court. If a claimant wants to challenge the rejection, they have four months to start legal action; otherwise, they lose the right forever to pursue that claim in court.

Not later than five days after the time of filing the schedule of claims with the court, written notice shall be mailed to all claimants whose claims have been rejected. Action to enforce the payment of or to establish any rejected claim must be brought and service had within four months from and after the date of filing of the schedule of claims with the proper court or all such actions are forever barred.

Section § 17647

Explanation

This law allows judges in the county where a business or 'licensee' is based to hold hearings about the sale, trade, or disposal of the business's property, whether it's real estate or personal property, wherever it may be located. These hearings take place at the county seat or another designated location in the county where the court usually meets.

Regardless of any law of this state, the judges of the superior court of the county in this state in which the principal office of the licensee is located may, whenever the judges deem it necessary or advisable, hold hearings relating to the sale, exchange, or other disposition of any real property or any personal property of the licensee regardless of the location of the property. The hearings shall be held at the county seat of any county in this state or at the places in the home county of the superior court at which sessions are held.

Section § 17648

Explanation

This law allows a court to instruct the commissioner to abandon a licensee's property if it's unlikely that the property can generate any value and if the expenses to maintain, preserve, or protect it would be wasted.

If it appears improbable that anything can be realized from any property of the licensee and that the cost of maintaining, preserving, or protecting the property would probably be lost, the court may direct the commissioner to abandon the property.

Section § 17649

Explanation

This law allows the commissioner to manage legal actions and transactions for a licensee. The commissioner can take legal action either in their own name or the name of the licensee when managing the powers and duties given to them. They are also permitted to handle documents necessary for selling property or other transactions during the licensee's liquidation. Any document the commissioner signs is considered legally binding, as if the licensee's officers had signed it with approval from their board of directors.

For the purpose of executing and performing any of the powers and duties conferred upon him by this article, the commissioner may in the name of the licensee or in his own name prosecute and defend any suit or other legal proceeding and may in the name of the licensee or in his own name as commissioner execute, acknowledge, and deliver any and all deeds, assignments, releases, requests for reconveyance, and other instruments necessary and proper to effectuate any sale of real or personal property or other transaction in connection with the liquidation of the licensee. Any deed, assignment, release, request for reconveyance, or other instrument executed pursuant to this section is valid and effectual for all purposes as though it was executed by the officers of such licensee with the authority of its board of directors.

Section § 17650

Explanation

If a commissioner sells a licensee's real estate that's in a different county than where the court application was filed, they must record the sale approval order in the county where the property is.

If any real property of the licensee sold by the commissioner is located in a county other than the county in which the application to the court for permission to sell the property was made, the commissioner shall cause a certified copy of the order authorizing or ratifying such sale to be recorded in the office of the recorder of the county in which the real property is located.

Section § 17651

Explanation

This section explains that once the commissioner has handled all claims except those from stockholders, provided for unclaimed liabilities, and covered all liquidation expenses, they must return any leftover assets to the licensee or its trustees. The request to do this must come from stockholders who hold the majority of shares. After this handover, the licensee or its trustees own these assets without any further claims from the commissioner.

When the commissioner has (a) fully liquidated all claims other than claims of stockholders, and (b) made due provision for any and all known but unclaimed liabilities, excepting claims of stockholders, and (c) paid all expenses of liquidation, then upon the written request of the holders of a majority of the stock of such licensee he shall deliver to the licensee or its trustees any surplus that then remains in his hands, together with all the records and effects. The licensee or its trustees shall have title to such surplus, records, and effects free from any claim of the commissioner.

Section § 17652

Explanation

When the final dividend is paid during a company's liquidation, the commissioner must create a complete report summarizing all the money received and spent. This report must be filed with both the court and the commissioner's office. Once the court reviews and approves this report, the liquidation process is officially finished.

Upon the payment of a final dividend in liquidation, the commissioner shall prepare and file with the court a full and final statement of the liquidation, including a summary of the receipts and disbursements, and a duplicate of such statement shall be filed in the office of the commissioner. After hearing and approval by the court, the liquidation shall be closed.

Section § 17653

Explanation

When a court approves the final statement for the liquidation of a business, it decides how much money should be paid out to those who haven’t yet been paid. If any of these amounts remain unpaid or are unclaimed, they must be given to the Controller. These funds are then handled as abandoned property, according to specific rules in the law, and can be claimed back through a particular process.

In making its order approving the commissioner’s final statement of the liquidation of a licensee, the court shall determine the amounts of the liquidating dividends to which claimants and investors are entitled but that then remain unpaid or unclaimed in the hands of the commissioner. The order of the court shall direct the commissioner to deposit the amounts with the Controller. All amounts so deposited shall be deemed to be deposited with the Controller under Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure, and may be recovered in the manner prescribed in that chapter.

Section § 17654

Explanation

This law section explains that when a court approves the final report on a company's liquidation, it must decide what to do with the company's records. The court can order the records to be destroyed or dealt with in another way. Additionally, the court has the authority to officially dissolve the company as a corporation.

The order of the court approving the final statement on liquidation shall provide for the destruction or other disposition of the books and records of the licensee or pertaining to the liquidation of the licensee, and the court may declare the licensee dissolved as a corporation.