Greb

We granted review to resolve a conflict in the Courts of Appeal concerning interpretation of Corporations Code section 2010, which governs the winding up and survival of dissolved corporations. We consider whether the statute applies to foreign corporations—those formed in states other than California-—and conclude, consistently with the appellate court below, that it does not.

I. Facts and procedure

In December 2008, plaintiffs Walter Greb (now deceased) and his wife Karen Greb filed a complaint for personal injuries and loss of consortium against defendant Diamond International Corporation (defendant) and several other entities. Plaintiffs’ complaint alleged injuries from exposure to asbestos. Although defendant has been dissolved for many years, plaintiffs sought recovery from unexhausted liability insurance that covered defendant during the decades when it did business in California. (See § 2011, subd. (a)(1)(A) [permitting recovery against dissolved corporations from “undistributed assets, including . . . any insurance assets”].)

Defendant demurred to plaintiffs’ complaint, alleging that more than three years earlier, in July 2005, it had obtained a corporate…