At Which Point in a Corporate Dissolution Are Fiduciary Duties No Longer Imposed

[FoolMeTwice]

My question involves business law in the state of: California

As the question above states. Let's assume it is a voluntary dissolution of a corporation.
1) Are fiduciary duties of directors no longer a legal obligation after an agreement to dissolve?
2) Or after the articles of dissolution are filed?

[Mr. Knowitall]

No, they are not.

What are the facts?

[FoolMeTwice]

The Fact are:
1)There are 2 shareholders 40% and 51% split c corp
2)The company is near insolvency
3)The minority shareholder has a loan out to the corporation
4)The minority shareholder does not want to dissolve
5)The majority shareholder wants to dissolve, however the minority shareholder is
claiming that dissolution is a breach of fiduciary duty.
6)The majority shareholder is also an officer, president.