Filing in Small Claims court
<p>Can a business that is in the process of dissolving in California file in small claims court case against a contractor who owes them money?</p>

<p>Yes, so long as it is <a href="http://www.sos.ca.gov/business-programs/business-entities/faqs/#suspension" rel="nofollow noreferrer">in good standing in the sense of having kept current on its Franchise Tax Board obligations and its Victims of Corporate Fraud Compensation Fund obligations</a>. </p>

<p>Once a corporation files for dissolution there is still a "winding up" period during which the rights of the corporation can still be enforced.</p>

<p>The relevant statute is <a href="http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&amp;division=1.&amp;title=1.&amp;part=&amp;chapter=20.&amp;article=" rel="nofollow noreferrer">California Corporations Code § 2010</a> which provides that:</p>

<blockquote>
  <p>(a) A corporation which is dissolved nevertheless continues to exist
  for the purpose of winding up its affairs, <strong>prosecuting and defending
  actions by or against it and enabling it to collect and discharge
  obligations</strong>, 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.</p>
  
  <p>(b) <strong>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.</strong></p>
  
  <p>(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.</p>
</blockquote>

<p>Also relevant is <a href="http://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=CORP&amp;division=1.&amp;title=1.&amp;part=&amp;chapter=2.&amp;article=" rel="nofollow noreferrer">California Corporations Code § 207</a>, which is one of the sources of the right to sue in general of a corporation without regard to its status as dissolved or not, provides in the pertinent part:</p>

<blockquote>
  <p>Subject to any limitations contained in the articles and to compliance
  with other provisions of this division and any other applicable laws,
  a corporation shall have all of the powers of a natural person in
  carrying out its business activities[.]</p>
</blockquote>

<p>The winding up period continues until all assets have been marshaled by the dissolved corporation and then distributed to the persons entitled to those assets. A right to bring a lawsuit is one form of asset.</p>

california