Under existing law, any domestic corporation, with respect to which a proceeding has been initiated under any applicable statute of the United States relating to reorganizations of corporations, has full power and authority to put into effect and carry out any plan of reorganization and the orders of the court or judge entered in that proceeding and is authorized to take any proceeding and do any act provided in the plan or directed by those orders, without further action by its board or shareholders. Existing law requires a certificate of any amendment, change, or alteration, or of dissolution or any agreement of merger made by a corporation and executed, as specified, to be filed and to become effective in accordance with its terms and specified provisions. Existing law also requires that certificate to be signed and verified under penalty of perjury, as may be directed by order of the court or judge, by a trustee or trustees appointed in a reorganization proceeding, or if none is appointed and acting, by officers of the corporation designated, or by a master or other court-appointed representative.

This bill additionally would authorize a trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation, with respect to which a bankruptcy reorganization proceeding has been initiated, to execute and file a certificate of dissolution subject to the requirements described below. containing specified information. By expanding the category of persons who may execute and file a certificate under penalty of perjury, the bill would increase the scope of an existing crime, thereby imposing a strate-mandated local program.