When a California corporation has been completely wound up without court proceedings, a majority of the directors then in office must sign and verify a Certificate of Dissolution which must be filed with the California Secretary of State's office. Cal. Corp. Code § 1905. Among other things, the Certificate of Dissolution is include one of the following statements, as the case may be:

• the corporation's known debts and liabilities have been actually paid, or adequately provided for,
• the corporation's known debts and liabilities have been: paid or adequately provided for as far as its assets permitted, or
• the corporation has incurred no known debts or liabilities.

Id. What happens if a creditor refuses to just take the money?

I have never experienced this situation, but the California General Corporation Law does have an answer. Corporations Code Section 2008 provides that in this case, the corporation may deposit the payment with the California Controller in trust for the benefit of the creditor. Money and property delivered to the Controller is deemed to have been paid or delivered under the California Unclaimed Property Law (Cal. Code Civ. Proc. § 1500 et seq.) and may be recovered in the manner provided by that law.

The statute also applies to payments, dividends or distributions to shareholders and when a creditor's or shareholder's whereabouts cannot be ascertained after diligent inquiry. It also applies when the "existence or amount of a claim is contingent, contested, or not determined, or if the ownership of any shares is in dispute . . .".