Legal Question in Business Law in California

Re: corporate dissolution by one shareholder

The principal provisions of the Corporations Code dealing with deadlock and dissolution are Section 308 (appointment of interim director to break deadlock); Section 1800 (involuntary dissolution upon petition and court order) and Section 1900 (voluntary dissolution). I believe 1900 is most relevant to your situation, but I suggest reading all three, including annotations and a couple of cases mentioned in the annotations.

Section 1900 seems to say that 50% of the voting power can vote to dissolve, whether it is held by one or more than one person. Therefore, I would say that the fact that just one person dissents and wants dissolution, he can do so, if he holds at least 50% of the voting power.

Note that dissolution requires the formality of voting under the corporation's bylaws, including issuing a proper notice of meeting of shareholders, even though the outcome is certain. Also, the dissolution process must not be used to gain an unfair advantage over the other shareholders. That would be a breach of fiduciary duty.