“After a certificate of dissolution had been filed, corporate existence ceases except for the limited purpose of further winding up its affairs. [Corp. Code, §§ 1905, subd. (c), 2010, subd. (a); Catalina Investments, Inc. v. Jones, 98 Cal. App. 4th 1, 119, 119 Cal. Rptr. 2d 256 (2d Dist. 2002), review denied, (Aug. 21, 2002)] However, a dissolved corporation continues to exist for the purpose of prosecuting and defending actions by or against it. [Corp. Code, § 2010, subd. (a)] Dissolution of the corporation or proceedings for winding up and dissolving the corporation do not abate any actions or proceedings to which the corporation is a party. [Corp. Code, § 2010, subd. (b); see also Penasquitos, Inc. v. Superior Court, 53 Cal. 3d 1180, 283 Cal. Rptr. 135, 812 P.2d 154 (1991) (dissolved corporation may be sued for injury or damage caused by corporation’s predissolution activities that occurred or were discovered after dissolution); North American Asbestos Corp. v. Superior Court, 180 Cal. App. 3d 902, 225 Cal. Rptr. 877 (1st Dist. 1986)]
Any cause of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against specifically enumerated persons and entities, including the dissolved corporation and the shareholders of the dissolved corporation. [Corp. Code, § 2011, subd. (a) (applicable only to corporations dissolved after January 1, 1992); see also Corp. Code, § 2011, subd. (c), providing that dissolved corporations continue to exist indefinitely for purpose of being sued in quiet title actions]
A corporation ceases to exist after it is merged into another corporation. Thus, a constituent corporation that has been merged into another corporation may not initiate an action following the merger. [Corp. Code, § 1107; J. C. Peacock, Inc. v. Hasko, 184 Cal. App. 2d 142, 7 Cal. Rptr. 490 (2d Dist. 1960) (interpreting predecessor statute Corp. Code, § 4116)] However, any action or proceeding pending by or against the merged corporation may be prosecuted to judgment, and the judgment binds the surviving corporation. Alternatively, the surviving corporation may be proceeded against or substituted in its place. [Corp. Code, § 1107, subd. (d); J. C. Peacock, Inc. v. Hasko, 184 Cal. App. 2d 142, 7 Cal. Rptr. 490 (2d Dist. 1960)]
[California Civil Practice Business Litigation [certain citations omitted]]
