How to Withdraw Representation After Corporate Dissolution in California?

Question from JT, How to Withdraw Representation After Corporate Dissolution in California?

Answer from AI:

Notify the Court of the Corporation’s Dissolution

When a corporation is formally dissolved with the California Secretary of State, the court must be told that the entity no longer exists. In Orange County Superior Court the usual method is to file a Notice of Change of Status (or a similar “Notice of Dissolution”) in each case where the corporation is a party. The filing should:

• State the corporation’s name, case number, and the date of dissolution.
• Reference the filing of the dissolution with the Secretary of State (include the filing number if available).
• Be signed by you as the attorney of record.

After filing, serve a copy on all other parties and file proof of service, just as you would with any other pleading.

File a Motion to Withdraw as Counsel

Even after the dissolution notice, the court may still consider you the corporation’s attorney until you formally withdraw. To end the representation:

1. Prepare a Motion to Withdraw (or a “Notice of Withdrawal”) that cites the corporation’s dissolution and explains that you no longer have a client to represent.
2. Attach the dissolution notice as an exhibit so the judge can see the official status change.
3. Serve the motion on all parties and file a proof of service.

Orange County’s local rules generally require that the motion be filed at least 10 days before the next scheduled hearing, giving the court and opposing counsel time to respond.

Update Court Records

Once the motion is granted:

• Request that the clerk update the case docket to reflect the corporation’s dissolved status.
• If the corporation was the plaintiff, the case may be dismissed for lack of a proper party; if it was the defendant, the court may enter a default judgment or dismiss the action, depending on the circumstances.

You can ask the clerk’s office for a Certificate of Dismissal or Order of Dismissal to have a clear record that the case is closed.

Notify Opposing Parties Directly

Even though the court will receive formal notice, it is courteous and often prudent to send a brief letter to opposing counsel stating:

• The corporation’s dissolution date.
• That you are withdrawing as counsel.
• Any instructions they need to follow (e.g., filing a substitution of parties if a successor entity exists).

This helps avoid unnecessary motions or confusion later.

Consider Any Outstanding Obligations

Dissolution does not automatically erase pending claims. The corporation may still have liabilities, and a successor or the shareholders might be responsible in certain situations. Before withdrawing, verify that:

• All statutory notices (e.g., to creditors) have been satisfied.
• No court orders require the corporation to take further action (such as filing a final report with the Secretary of State).

If any such obligations remain, you may need to stay involved until they are resolved or a successor is appointed.

Relevant Authorities

• California Corporations Code §§ 14601‑14610 – governs voluntary dissolution and the effect on the corporation’s legal existence.
• California Rules of Court, rule 3.1360 – outlines the procedure for an attorney’s withdrawal from a case.
• Orange County Superior Court Local Rules – provide specific filing deadlines and service requirements for motions to withdraw.

You can review the statutes on the California Secretary of State’s website and the court rules on the California Courts website.

When to Seek Further Guidance

The steps above cover the typical process, but each case may have unique facts—such as pending judgments, ongoing discovery, or the existence of a successor corporation. Because improper withdrawal can expose you to professional‑responsibility issues, it is advisable to consult a California‑licensed attorney who specializes in professional ethics or civil litigation to confirm that all procedural and ethical obligations have been satisfied.