What Can Be Done When Shareholders Can't Be Found Or Creditors Won't Accept Payment

What is a corporation to do when:

  • A shareholder is unknown;
  • A shareholder fails or refuses to accept their payment, dividend, or distribution in cash or property;
  • A shareholder's whereabouts cannot be ascertained after diligent inquiry;
  • The existence or amount of a claim of a creditor or shareholder is contingent, contested, or not determined; or
  • The ownership of any shares is in dispute?

Corporations Code Section 2008 provides that in any of these instances a corporation may deposit any such payment, dividend, distribution, or the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the deposit.  The deposit is deemed made under California's Unclaimed Property Law (Code of Civ. Proc. §§ 1500-82).  

Although Section 2008 refers to the Unclaimed Property Law, it differs from that law in at least two respects.  First, Section 2008 does not specify any particular length of time for holding property.  Second, Section 2008 permits, but does not require, deposits.

Section 2008 is also odd.  First, is it even possible for a shareholder to be unknown?  The California General Corporation Law defines "shareholder" as "one who is the holder of record of shares".  Corp. Code § 185.  Therefore, one cannot be a shareholder without a record of the ownership of the shares.  Second, the statute appears to contemplate the deposit of shares when ownership of them is in dispute.  However, the statute does not explicitly authorize the deposit of shares of stock.