Jones

Plaintiff and appellant Catalina Investments, Inc. (Catalina), appeals a judgment denying its petition for writ of mandate whereby Catalina sought to overturn a decision by defendant and respondent Bill Jones, Secretary of State of the State of California (the Secretary) rejecting Catalina’s attempt to file a certificate of revocation of corporate dissolution.

The essential issue presented is whether the Secretary had a legal duty to accept for filing the purported certificate of revocation of dissolution.

Catalina, as a dissolved corporation, lacked the capacity to seek reinstatement by means of an alleged revocation of dissolution. (Corp. Code, §§ 1905, subd. (c), 2010, subd. (a).) The correction remedy of section 109 does not authorize the retroactive reinstatement of a dissolved corporation. (§ 109, subd. (e).) Further, the proffered certificate of revocation of dissolution did not meet the criteria for the filing of a certificate of correction of instrument because there was no showing of any factual misstatement or other defect in the certificate of dissolution requiring correction. (§ 109, subd. (a).) Accordingly, the judgment is affirmed.

Factual and Procedural…