Corporations Code — Part 1 | CORP — United States — California law | Esheria

Corporations Code

Part 1 of 13 · provisions 1–200

This provision says the act is called the Corporations Code.

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CORP
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Attorney General reporting Department of Justice information disclosure LLC compliance LLC formation filings LLC governance Membership interests Secretary of State Secretary of State filings Unincorporated associations acceptance location access to records accountability accounting accounting standards accredited investors accrued rights acknowledgment acquisition filings acquisition notice acquisition of control acquisition review adjourned meetings adjournment administration +2,294 more

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This section repeals the listed acts and sections, but it does not affect certain pre-1873 corporations that did not elect to continue under the Civil Code. This section repeals the acts and code sections listed in it. This section repeals the listed acts and code sections. This section repeals the listed acts and code sections. This section repeals Chapter 183 of the Statutes of 1941.

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Provisions of Corporations Code

Showing 200 of 2,411

  1. 1.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

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    This provision says the act is called the Corporations Code.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 1. This act shall be known as the Corporations Code. (Enacted by Stats. 1947, Ch. 1038.)
  2. 10.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

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    This section defines “Section” and “Subdivision” for this code, unless another statute or section is specifically mentioned.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 10. “Section” means a section of this code unless some other statute is specifically mentioned. “Subdivision” means a subdivision of the section in which the term appears unless some other section is expressly mentioned. (Enacted by Stats. 1947, Ch. 1038.)
  3. 100.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This division is known as the General Corporation Law, and the title or its parts may be amended or repealed at any time.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 100. (a) This division shall be known and may be cited as the General Corporation Law. (b) This title of the Corporations Code, or any division, part, chapter, article or section thereof, may at any time be amended or repealed. (Repealed and added by Stats. 1975, Ch. 682.)
  4. 1000.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. )

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    The board may approve certain mortgages, deeds of trust, pledges, or other hypothecations of corporation property to secure a contract or obligation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. ) ## 1000. Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or obligation may be approved by the board. Unless the articles otherwise provide, no approval of shareholders (Section 153) or of the outstanding shares (Section 152) shall be necessary for such action. (Added by Stats. 1975, Ch. 682.)
  5. 10000.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    This section says Part 6 applies to all corporations sole, but older corporations sole formed before March 30, 1878 are excluded from Sections 10002 and 10012 to 10015 unless they elected to continue under the Civil Code or this code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10000. The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before have elected to continue their existence under the Civil Code or elect to continue their existence under this code, except that Sections 10002, and 10012 to 10015, inclusive, do not apply to corporations sole formed before March 30, 1878, unless they have elected to continue their existence under the Civil Code or under this code. (Enacted by Stats. 1947, Ch. 1038.)
  6. 100000.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals the listed acts and sections, but it does not affect certain pre-1873 corporations that did not elect to continue under the Civil Code.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100000. The following acts and sections are repealed: GENERAL LAWS Year: Ch: Page Year: Ch: Page Year: Ch: Page Secs. 1-32, incl. and 1858 :298:264 1865- 6:478:620 175-184, incl. of 1859 : 98: 93 1867- 8:208:201 1850:128:347 1862 : 23: 17 1867- 8:255:268 1852:100:172 1863 : 94:101 1867- 8:288:310 1853: 65: 87 1863 :140:173 1867- 8:326:372 1853:175:274 1863 :248:324 1867- 8:534:708 1854: 22:148 (Spec.) 1863 :303:402 1869-70: 35: 40 1855: 1: 1 1863- 4:120:109 1869-70:116:107 1857: 80: 75 1863- 4:294:302 1869-70:165:229 1857:110:121 1863- 4:295:303 1869-70:553:822 1857:189:208 1865- 6: 54: 37 1869-70:578:881 1858: 68: 57 1865- 6:118:100 1871- 2: 44: 45 1858: 99: 80 1865- 6:270:304 1871- 2:225:300 1858:181:133 1865- 6:376:458 1871- 2:318:432 Corporations formed and existing before 12 o’clock, noon, of January 1, 1873, which have not elected to continue their existence under the provisions of the Civil Code repealed by this code or under this code are not affected by the repeal of any act or section by this section. The acts and sections repealed by this section continue to apply to all such corporations, notwithstanding their repeal by this section. (Enacted by Stats. 1947, Ch. 1038.)
  7. 100001.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals the acts and code sections listed in it.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100001. The following acts and sections are repealed: GENERAL LAWS Year:Ch:Page Year:Ch:Page Year: Ch: Page 1871-2:566:826 1877-8:450:695 1915:190: 422 1873-4:216:320 1877-8:561:883 1931:862:1762 Secs. 1, 2, 3, 5, 14 of 1873-4:340: 499 1895:183 :221 1931:866:1838 1901: 93 :108 1931:871:1847 1875-6:456:653 1913:336 :680 1935:289:1006 CIVIL CODE _____ Sections Sections Sections 277 317 330.10 278 318 330.11 279 319 330.12 280 320 330.13 281 320a 330.15 285 320b 330.16 287 320c 330.17 288 320d 330.18 290 321 330.19 291 321a 330.20 292 321b 330.21 293 322 330.22 294 322a 330.23 295 323 332 296 324 333 297 325 334 297a 325a 334a 298 326 335 299 326a 336 300a 326b 337 300b 327 338 301 328 339 302 328a 340 303 328b 341 304 328c 342 305 328d 342a 306 328e 342b 307 328f 343 307a 329 343b 307b 330 344 308 330.1 345 309 330.2 346 310 330.3 346a 311 330.4 346b 312 330.5 346c 313 330.6 347 314 330.7 348 315 330.8 348a 316 330.9 348b 348c 402 601 352 402a 602 353 403 603 354 403a 604 355 403b 605 356 403c 605a 357 403d 605b 358 404 605c 359 404a 605d 361 404b 605dd 361a 404c 605e 361b 405 605g 362 405a 605h 362a 406 605i 362b 406a 605j 362c 406b 605k 362d 407 605l 363 408 605m 364 409 605n 365 411 606 366 412 607 367 413 607a 368 591 607b 369 592 607c 370 592a 653.1 370a 592b 653.2 371 592c 653.3 372 592d 653.5 373 592e 653.6 374 593 653.7 375 593a 653.8 399 594 653.9 399a 594.5 653.10 400 595 653.11 400a 596 653.12 401 597 653.13 401a 598 653.14 401c 599 653.15 600 653.16 _____ _____ _____ _____ _____ _____ PENAL CODE Sections Sections Sections 557 559 563 558 560 564 POLITICAL CODE Sections Sections Sections 3666c 3669cc 3669d 3669c (Enacted by Stats. 1947, Ch. 1038.)
  8. 100002.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals the listed acts and code sections.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100002. The following acts and code sections are repealed: GENERAL LAWS Year Ch: Page 1869-70 129 123 CIVIL CODE Sections Sections Sections 2395 2420 2481 2396 2421 2482 2397 2422 2483 2398 2423 2484 2399 2424 2485 2400 2425 2486 2401 2426 2487 2402 2427 2488 2403 2428 2489 2404 2429 2490 2405 2430 2491 2406 2431 2492 2407 2432 2493 2408 2433 2494 2409 2434 2495 2410 2435 2496 2411 2436 2497 2412 2437 2498 2413 2438 2499 2414 2439 2500 2415 2472 2501 2416 2477 2502 2417 2478 2503 2418 2479 2504 2419 2480 2505 2506 PENAL CODE Section 358 (Added by Stats. 1949, Ch. 383.)
  9. 100003.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals the listed acts and code sections.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100003. The following acts and code sections are repealed: GENERAL LAWS Year: Ch: Page 1911 :572 :1093 1933 :409 :1037 1933 :869 :2249 1945 :144 : 630 CIVIL CODE Sections Sections 2523 2525 2524 PENAL CODE Sections Sections 559 564 563 568 (Enacted by Stats. 1947, Ch. 1038.)
  10. 100004.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals Chapter 183 of the Statutes of 1941.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100004. Chapter 183 of the Statutes of 1941 is repealed. (Enacted by Stats. 1947, Ch. 1038.)
  11. 100005.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals the Corporate Securities Act (Chapter 532 of the Statutes of 1917).

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100005. The Corporate Securities Act (Chapter 532 of the Statutes of 1917) is repealed. (Added by Stats. 1949, Ch. 384.)
  12. 100006.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals Chapter 784 of the Statutes of 1937.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100006. Chapter 784 of the Statutes of 1937 is repealed. (Added by Stats. 1949, Ch. 385.)
  13. 100007.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals Chapter 1035 of the Statutes of 1945.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100007. Chapter 1035 of the Statutes of 1945 is repealed. (Added by Stats. 1949, Ch. 462.)
  14. 100008.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. )

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    This section repeals Chapter 226 of the Statutes of 1923.

    ## Corporations Code - CORP ## TITLE 10. REPEALS [100000 - 100008] ( Title 10 enacted by Stats. 1947, Ch. 1038. ) ## 100008. Chapter 226 of the Statutes of 1923 is repealed. (Added by Stats. 1949, Ch. 386.)
  15. 10001.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    A qualifying corporation sole may choose to continue under this part by filing the required certificate or amended articles.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10001. Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this part by filing a certificate to that effect, under its corporate seal, if any, signed by its chief officer, or by filing amended articles of incorporation in the form required in this part. (Enacted by Stats. 1947, Ch. 1038.)
  16. 10002.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    Certain religious officers may form a corporation sole under this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10002. A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose of administering and managing the affairs, property, and temporalities thereof. (Enacted by Stats. 1947, Ch. 1038.)
  17. 10003.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    Articles of incorporation for a corporations sole must include the corporation’s name, the forming officer’s authority, the county of the principal office in California, and the method for filling certain vacancies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10003. The articles of incorporation shall state: (a) The name of the corporation. (b) That the officer forming the corporation is duly authorized by the rules, regulations, or discipline of the religious denomination, society, or church to take such action. (c) The county in this State where the principal office for the transaction of the business of the corporation is located. (d) The manner in which any vacancy occurring in the office of the bishop, chief priest, presiding elder, or other presiding officer is required to be filled by the rules, regulations, or constitution of the denomination, society, or church. (Enacted by Stats. 1947, Ch. 1038.)
  18. 10004.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    Articles of incorporation may include provisions regulating the corporation’s affairs, so long as they do not conflict with law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10004. The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with law, including restrictions upon the power to amend all or any part of the articles of incorporation. (Enacted by Stats. 1947, Ch. 1038.)
  19. 10005.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    To form a corporation sole, the articles must be signed and verified by the specified religious officer and submitted to the Secretary of State for filing.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10005. The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted to the Secretary of State for filing in his office. If they conform to law he shall file them and endorse the date of filing thereon. Upon the filing of the articles with the Secretary of State the corporation sole is formed. (Enacted by Stats. 1947, Ch. 1038.)
  20. 10007.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    Every corporation sole may exercise listed powers, including suing and being sued, contracting, borrowing, dealing in property, receiving bequests, and appointing attorneys in fact.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10007. Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever. (b) Contract in the same manner and to the same extent as a natural person, for the purposes of the trust. (c) Borrow money, and give promissory notes therefor, and secure the payment thereof by mortgage or other lien upon property, real or personal. (d) Buy, sell, lease, mortgage, and in every way deal in real and personal property in the same manner that a natural person may, without the order of any court. (e) Receive bequests and devises for its own use or upon trusts to the same extent as natural persons may, subject, however, to the laws regulating the transfer of property by will. (f) Appoint attorneys in fact. (Enacted by Stats. 1947, Ch. 1038.)
  21. 10008.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    A corporation sole continues to exist despite vacancies, may still receive property and be a trust beneficiary during a vacancy, and certain written agencies are not ended by the incumbent’s death or vacancy if the instrument so states.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10008. Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of any such vacancy, the corporation sole has the same capacity and right to receive and take any gift, bequest, devise, or conveyance of property, either as grantee for its own use, or as trustee, and to be or be made the beneficiary of a trust, as though there were no vacancy. No agency created by a corporation sole by a written instrument which in express terms provides that the agency thereby created shall not be terminated by a vacancy in the incumbency of the corporation is terminated or affected by the death of the incumbent of the corporation or by a vacancy in the incumbency thereof, however caused. (Enacted by Stats. 1947, Ch. 1038.)
  22. 10009.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    A superior court judge in the county where a corporation sole has its principal office may always access the corporation’s books.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10009. Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to the books of the corporation. (Enacted by Stats. 1947, Ch. 1038.)
  23. 1001.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. )

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    A corporation may dispose of substantially all of its assets if the board approves the terms, and usually the outstanding shares must also approve; there are special rules for related-party transactions and for certain reorganizations, conversions, and regulator-approved transactions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. ) ## 1001. (a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transaction is in the usual and regular course of its business, approved by the outstanding shares (Section 152), either before or after approval by the board and before or after the transaction. A transaction constituting a reorganization (Section 181) is subject to the provisions of Chapter 12 (commencing with Section 1200) and not this section (other than subdivision (d)). A transaction constituting a conversion (Section 161.9) is subject to the provisions of Chapter 11.5 (commencing with Section 1150) and not this section. (b) Notwithstanding approval of the outstanding shares (Section 152), the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties. (c) The sale, lease, conveyance, exchange, transfer, or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the corporation. The consideration may be money, securities, or other property. (d) If the acquiring party in a transaction pursuant to subdivision (a) of this section or subdivision (g) of Section 2001 is in control of or under common control with the disposing corporation, the principal terms of the sale must be approved by at least 90 percent of the voting power of the disposing corporation unless the disposition is to a domestic or foreign corporation or other business entity in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent. (e) Subdivision (d) does not apply to any transaction if the Commissioner of Financial Protection and Innovation, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142 of this code, or Section 1209, 5750, or 5802 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code. (Amended by Stats. 2022, Ch. 617, Sec. 19. (SB 1202) Effective January 1, 2023.)
  24. 10010.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    A chief officer of a corporation sole may amend the articles of incorporation, but must sign and verify a supporting statement, include the Secretary of State entity number, and submit the amendment for filing.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10010. The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner of filling any vacancy in the office thereof, and may by amended articles of incorporation make provision for any act or thing for which provision is authorized in original articles of incorporation of corporations sole. The chief officer of the corporation shall sign and verify a statement setting forth the provisions of the amendment and stating that it has been duly authorized by the religious organization governed by the corporation. The amendment shall include the Secretary of State entity number and be submitted to the Secretary of State’s office for filing. If it conforms to law, the Secretary shall file it and endorse the date of filing thereon. Thereupon the articles are amended in the manner set forth in the statement. (Amended by Stats. 2020, Ch. 361, Sec. 8. (SB 522) Effective January 1, 2021.)
  25. 10012.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

    Verify source ↗

    A corporation sole may voluntarily dissolve by filing a declaration of dissolution with the Secretary of State, executed, signed, and verified by the corporation’s chief officer.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10012. A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed, and verified by the chief officer of the corporation. (Enacted by Stats. 1947, Ch. 1038.)
  26. 10013.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

    Verify source ↗

    A declaration of dissolution must include the corporation’s name and entity number, the reason for dissolution or winding up, proof that dissolution was authorized by the governing religious organization, and the names and addresses of the persons supervising winding up.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10013. The declaration of dissolution shall set forth all of the following: (a) The name and entity number of the corporation as they exist on the Secretary of State’s records. (b) The reason for its dissolution or winding up. (c) That dissolution of the corporation has been duly authorized by the religious organization governed by the corporation sole. (d) The names and addresses of the persons who are to supervise the winding up of the affairs of the corporation. (Amended by Stats. 2020, Ch. 361, Sec. 9. (SB 522) Effective January 1, 2021.)
  27. 10014.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

    Verify source ↗

    The declaration must be filed with the Secretary of State. If it complies with the law, the Secretary of State must file it and note the filing date. After filing, the corporation must stop doing business except to wind up its affairs.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10014. The declaration shall be submitted to the Secretary of State for filing in his office. If it conforms to law he shall file it and endorse the date of filing thereon. Thereupon the corporation shall cease to carry on business, except for the purpose of adjusting and winding up its affairs. (Amended by Stats. 1982, Ch. 662, Sec. 28.)
  28. 10015.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. )

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    After debts and obligations are paid or covered, any remaining assets must be transferred to the religious organization, its trustees, or be disposed of as the superior court orders on petition.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 6. CORPORATIONS SOLE [10000 - 10015] ( Heading of Part 6 renumbered from Part 2 by Stats. 1978, Ch. 1305. ) ## 10015. After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to trustees in its behalf, or disposed of as may be decreed by the superior court of the county in which the dissolved corporation had its principal office upon petition therefor by the Attorney General or any person connected with the organization. (Enacted by Stats. 1947, Ch. 1038.)
  29. 1002.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A deed or instrument transferring corporate assets may have a secretary’s or assistant secretary’s certificate attached if it states the required approval facts.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 10. Sales of Assets [1000 - 1002] ( Chapter 10 added by Stats. 1975, Ch. 682. ) ## 1002. Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting forth that the transaction has been validly approved by the board and (a) stating that the property described in said deed or instrument is less than substantially all of the assets of the corporation or that the transfer is in the usual and regular course of the business of the corporation, if such be the case, or (b) if such property constitutes all or substantially all of the assets of the corporation and the transfer is not in the usual and regular course of the business of the corporation, stating the fact of approval thereof by the outstanding shares (Section 152) pursuant to this chapter or Chapter 12, as the case may be, or that such approval is not required by Chapter 12. Such certificate is prima facie evidence of the existence of the facts authorizing such conveyance or other transfer of the assets and conclusive evidence in favor of any innocent purchaser or encumbrancer for value. (Added by Stats. 1975, Ch. 682.)
  30. 101.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This chapter’s general provisions and definitions control how this division is interpreted, unless the provision or context requires otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 101. Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division. (Repealed and added by Stats. 1975, Ch. 682.)
  31. 102.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section says which corporations are covered by this division, and preserves existing corporate existence and liabilities despite the division’s enactment or later changes.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 102. (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that are not subject to Division 1.5 (commencing with Section 2500), and to domestic corporations that are not subject to Division 2 (commencing with Section 5000) or Part 1 (commencing with Section 12000), 2 (commencing with Section 12200), 3 (commencing with Section 13200), or 5 (commencing with Section 14000) of Division 3 on December 31, 1976, and that are not organized or existing under any statute of this state other than this code; this division applies to any other corporation only to the extent expressly included in a particular provision of this division. (b) The existence of corporations formed or existing on the date of enactment or reenactment of this division shall not be affected by the enactment or reenactment of this division nor by any change in the requirements for the formation of corporations nor by the amendment or repeal of the laws under which they were formed or created. (c) Neither the repeals effected by the enactment or reenactment of this division nor the enactment of this title nor the amendment thereof shall impair or take away any existing liability or cause of action against any corporation, its shareholders, directors, or officers incurred prior to the time of the enactment, reenactment, or amendment. (Amended by Stats. 2011, Ch. 740, Sec. 1. (SB 201) Effective January 1, 2012.)
  32. 10200.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 7. CORPORATIONS FOR CHARITABLE OR ELEEMOSYNARY PURPOSES [10200- 10200.] ( Part 7 added by Stats. 1978, Ch. 1305. )

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    Certain corporations are deemed to be nonprofit public benefit corporations for charitable purposes, unless they are organized primarily or exclusively for religious purposes, in which case they are deemed to be nonprofit religious corporations.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 7. CORPORATIONS FOR CHARITABLE OR ELEEMOSYNARY PURPOSES [10200- 10200.] ( Part 7 added by Stats. 1978, Ch. 1305. ) ## 10200. Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 in effect on December 31, 1979, is subject to and deemed to be a nonprofit public benefit corporation organized for charitable purposes under Part 2 (commencing with Section 5110) of the Nonprofit Corporation Law (Division 2 (commencing with Section 5000) of this title) except if the corporation is organized primarily or exclusively for religious purposes, in which case it is subject to and deemed to be a nonprofit religious corporation under Part 4 (commencing with Section 9110) of the Nonprofit Corporation Law. (Amended by Stats. 1980, Ch. 1155.)
  33. 10250.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 8. TRUST FUNDS [10250 - 10251] ( Part 8 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Certain nonprofit corporations may create common trust funds if their articles allow it, and the trustees must distribute semiannual dividends ratably to current holders.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 8. TRUST FUNDS [10250 - 10251] ( Part 8 added by Stats. 1978, Ch. 1305. ) ## 10250. (a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (commencing with Section 10000) of this division or organized on or prior to December 31, 1979, under the provisions of or for purposes set forth in Part 3 (commencing with Section 10200) of this division, then in effect, or organized under or subject to Part 2 (commencing with Section 5110), or organized under or subject to Part 4 (commencing with Section 9110), may, if authorized so to do by its articles of incorporation, establish one or more common trust funds for the purpose of furnishing investments to such corporation or to any church, parish, congregation, society, chapel, mission, religious, beneficial, charitable or educational institution affiliated with it, or to any organization, society or corporation holding funds or property for the benefit of any of the foregoing, or holding funds for the purpose of supporting a bishop, priest, religious pastor, or teacher or any building or buildings used by or owned by any of the foregoing, whether holding such funds or property as fiduciary or otherwise. Notwithstanding the provisions of any general or special law in any way limiting the right of any of the foregoing or the officers or directors thereof, as fiduciary or otherwise, to invest funds held by them, it shall be lawful for any of the foregoing to invest any or all of their funds or property in shares or interests of such common trust fund or trust funds; provided, that, in the case of funds or property held as fiduciary, such investment is not prohibited by the wording of the will, deed or other instrument creating such fiduciary relationship. (b) The directors or trustees of any such common trust fund, or trust funds, so organized, may employ such officers or agents as they think best, define their duties, and fix their compensation. They may also appoint a trust company or bank as custodian of the trust estate and may employ an investment adviser or advisers, define their duties, and fix their compensation. Securities which constitute part or all of the trust estate may be deposited in a securities depository, as defined in Section 30004 of the Financial Code, which is licensed under Section 30200 of the Financial Code or exempted from licensing thereunder by Section 30005 or 30006 of the Financial Code, and such securities may be held by such securities depository in the manner authorized by Section 775 of the Financial Code. (c) The directors or trustees of any such common trust fund, or trust funds, shall pay ratably among the holders of shares or beneficial certificates then outstanding, semiannual dividends which shall approximately equal, in each fiscal year, the net income of the trust, or trusts. (d) The provisions of the Corporate Securities Law (Division 1 (commencing with Section 25000) of Title 4) shall not apply to the creation, administration, or termination of common trust funds created hereunder, nor to participation therein. (Amended by Stats. 1981, Ch. 570, Sec. 14.)
  34. 10251.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 8. TRUST FUNDS [10250 - 10251] ( Part 8 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Educational institutions may join and invest in common trust funds, and may receive and use distributions subject to a fiduciary-instrument exception and a per-fiscal-year cap.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 8. TRUST FUNDS [10250 - 10251] ( Part 8 added by Stats. 1978, Ch. 1305. ) ## 10251. (a) “Educational institution,” as used in this section, means any nonprofit corporation organized under Chapter 4 (commencing with Section 94400) or Chapter 7 (commencing with Section 94700) of Part 59 of the Education Code or organized under Part 1 (commencing with Section 9000) of this division in effect on December 31, 1979, and designated on or after January 1, 1980, as a nonprofit public benefit corporation, or organized for charitable or eleemosynary purposes under Part 2 (commencing with Section 5110) of this division, or Part 3 (commencing with Section 10200) of this division in effect on December 31, 1979, and designated on or after January 1, 1980, as a nonprofit public benefit corporation for the purpose of establishing, conducting or maintaining an institution offering courses beyond high school and issuing or conferring a diploma or for the purpose of offering or conducting private school instruction on the high school or elementary school level and any charitable trust organized for such purpose or purposes. “Educational institution,” as used in this section, also means the University of California, the California State University, the California Community Colleges, and any auxiliary organization, as defined in Section 89901 of the Education Code, established for the purpose of receiving gifts, property and funds to be used for the benefit of a state college. (b) It shall be lawful for any educational institution to become a member of a nonprofit corporation incorporated under the laws of any state for the purpose of maintaining a common trust fund or similar common fund in which nonprofit organizations may commingle their funds and property for investment and to invest any and all of its funds, whenever and however acquired, in the common fund or funds; provided that, in the case of funds or property held as fiduciary, the investment is not prohibited by the wording of the will, deed, or other instrument creating the fiduciary relationship. (c) An educational institution electing to invest in a common fund or funds under this section may elect to receive distributions from each fund in an amount not to exceed for each fiscal year the greater of the income, as determined under the Uniform Principal and Income Act, Chapter 3 (commencing with Section 16320) of Part 4 of Division 9 of the Probate Code, accrued on its interest in the fund or 10 percent of the value of its interest in the fund as of the last day of its next preceding fiscal year. The educational institution may expend the distribution or distributions for any lawful purpose notwithstanding any general or special law characterizing the distribution, or any part thereof, as principal or income; provided that, in the case of funds or property invested as fiduciary, the expenditure is not prohibited by the wording of the will, deed, or other instrument creating the fiduciary relationship. No such prohibition of expenditure shall be deemed to exist solely because a will, deed, or other instrument, whether executed or in effect before or after the effective date of this section, directs or authorizes the use of only the “income,” or “interest,” or “dividends” or “rents, issues or profits,” or contains words of similar import. (d) The Corporate Securities Law of 1968 shall not apply to the creation, administration, or termination of common trust funds authorized under this section, or to participation therein. (e) This section shall become operative on January 1, 1997. (Amended by Stats. 1999, Ch. 145, Sec. 1. Effective January 1, 2000.)
  35. 103.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    Certain corporations meeting the ownership conditions are conclusively treated as agencies and instrumentalities of the United States and can receive the same privileges and immunities tied to their stockholders as such agencies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 103. Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act of the Congress of the United States, all of the capital stock of which is beneficially owned by the United States, an agency or instrumentality of the United States or any corporation the whole of the capital stock of which is owned by the United States or by an agency or instrumentality of the United States, is conclusively presumed to be an agency and instrumentality of the United States and is entitled to all privileges and immunities to which the holders of all of its stock are entitled as agencies of the United States. (Repealed and added by Stats. 1975, Ch. 682.)
  36. 104.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    References to other state or federal statutes in this division mean those statutes as amended over time, unless the text expressly says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 104. Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as it may be amended from time to time, whether before or after the enactment of this division. (Repealed and added by Stats. 1975, Ch. 682.)
  37. 10400.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. )

    Verify source ↗

    Corporations for the prevention of cruelty to animals may be formed under the nonprofit public benefit corporation law if there are 20 or more forming persons who are citizens and residents of California.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. ) ## 10400. Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110)) by 20 or more persons, who shall be citizens and residents of this state. If the corporation is formed on or after January 1, 2011, its articles of incorporation shall specifically state that the corporation is being formed pursuant to this section. (Amended by Stats. 2011, Ch. 296, Sec. 43. (AB 1023) Effective January 1, 2012.)
  38. 10403.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. )

    Verify source ↗

    Certain corporations may receive, own, and dispose of property, but they may not hold real property if its annual income exceeds $50,000.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. ) ## 10403. Every such corporation may take by gift, purchase, devise, or bequest, any property, real or personal, and hold it or dispose thereof at its pleasure; but no such corporation shall hold real property the annual income of which exceeds fifty thousand dollars ($50,000). (Enacted by Stats. 1947, Ch. 1038.)
  39. 10404.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. )

    Verify source ↗

    A covered corporation or its humane officer may file a complaint and help prosecute an offender in a court or before a magistrate with jurisdiction over animal-law violations.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. ) ## 10404. Any such corporation, or humane officer thereof, may proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting animals and may aid in the prosecution of the offender before the court or magistrate. (Amended by Stats. 2011, Ch. 296, Sec. 44. (AB 1023) Effective January 1, 2012.)
  40. 10405.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. )

    Verify source ↗

    Magistrates, sheriffs, and police officers must help the corporation and its personnel enforce animal-related laws when needed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. ) ## 10405. All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corporation, its officers, members, and agents, in the enforcement of all laws relating to or affecting animals. (Amended by Stats. 2010, Ch. 652, Sec. 5. (SB 1417) Effective January 1, 2011.)
  41. 10406.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. )

    Verify source ↗

    This section applies to corporations for the prevention of cruelty to animals, including those formed before or after May 20, 1905, except for entities using a name or style the same as, or substantially the same as, a previously existing like-purpose society or corporation in California.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 9. SOCIETIES FOR PREVENTION OF CRUELTY TO ANIMALS [10400 - 10406] ( Heading of Part 9 amended by Stats. 2011, Ch. 296, Sec. 42. ) ## 10406. This part applies to all corporations for the prevention of cruelty to animals, whether formed prior to or after May 20, 1905, but does not apply to any association, society, or corporation that uses or specifies a name or style the same, or substantially the same, as that of any previously existing society or corporation in this state organized for a like purpose. (Amended by Stats. 2010, Ch. 652, Sec. 6. (SB 1417) Effective January 1, 2011.)
  42. 105.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A corporation or association may be sued under the Code of Civil Procedure.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 105. A corporation or association may be sued as provided in the Code of Civil Procedure. (Repealed and added by Stats. 1975, Ch. 682.)
  43. 106.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Corporations formed under this division must be subject to the Code of Civil Procedure provisions that authorize attachment of corporate property.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 106. Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment of corporate property. (Repealed and added by Stats. 1975, Ch. 682.)
  44. 107.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Corporations, social purpose corporations, associations, and individuals must not issue or circulate anything as money except lawful U.S. money.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 107. No corporation, social purpose corporation, association, or individual shall issue or put in circulation, as money, anything but the lawful money of the United States. (Amended by Stats. 2014, Ch. 694, Sec. 1. (SB 1301) Effective January 1, 2015.)
  45. 10700.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    This section defines “public agency” for this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. ) ## 10700. As used in this part, “public agency” includes every port district, river port district, municipal port district, harbor district, harbor improvement district, joint harbor improvement district, Board of State Harbor Commissioners, board of harbor commissioners, city, county, and city and county in this state. (Repealed and added by Stats. 1978, Ch. 1305.)
  46. 10701.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Public agencies connected to ports or marine terminals may join with others to form or join certain nonprofit mutual benefit corporations, pay dues, make contracts, appoint a representative, and take related necessary acts, but they may not remain members unless the corporation’s articles or bylaws always limit member liability to a specified or ascertainable amount.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. ) ## 10701. Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public agencies, private corporations or individuals owning or operating, or organized for the purpose of owning or operating, ports or marine terminals located on the same harbor, bay, or other waterway or on communicating or related waterways, of this state and with other public agencies and with private corporations and individuals, or any of them, in the formation under the Nonprofit Mutual Benefit Corporation Law, Part 3 (commencing with Section 7110) of this division, and may become and remain a member of a nonprofit corporation organized under the Nonprofit Mutual Benefit Corporation Law for the purpose of, or the principal powers and purposes of which include carrying on a program of nonregulatory activities in the common interests of its members, including but not limited to any or all of the following activities: studies and research into traffic conditions, cargo volume, rate structures, cost factors, commercial transportation practices, and similar fields; the acquisition and dissemination of information relative to the said and similar subjects; the representation of the common interests of its members before federal, state, and local legislative and administrative authorities; and service as a facility for the cooperation of its members and the coordination of their activities toward the maintenance and improvement of the commercial welfare and competitive position of the ports and terminals owned or operated by its members, the maintenance of equitable and nondiscriminatory rate structures, and the elimination of inequitable, unfair, or discriminatory trade practices adversely affecting the interests of its members; and the undertaking or coordination of any other program of related activities or in related fields for the mutual benefit of its members as may be desired by the membership. Every such public agency may pay the dues and assessments required of its members by such nonprofit mutual benefit corporation out of any funds available to it for that purpose or for its support; may make contracts; may enter into agreements; may appoint an individual as its representative to such nonprofit mutual benefit corporation to exercise the voting power of such public agency and to act in its behalf with respect to such nonprofit mutual benefit corporation; and may do or perform all acts necessary and proper to carry out the purposes of this part; but no public agency shall become or remain a member of any such nonprofit mutual benefit corporation unless the articles of incorporation or the bylaws of the nonprofit mutual benefit corporation include at all times a provision limiting the liability of members to assessments to a specified or ascertainable amount. (Repealed and added by Stats. 1978, Ch. 1305.)
  47. 10702.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Public agencies and qualifying private corporations are treated as “persons” and may act as incorporators and members of nonprofit mutual benefit corporations formed under this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. ) ## 10702. For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency and private corporation qualifying under this part shall be deemed to be a “person” and shall have the legal capacity to act as incorporator and as member of any nonprofit mutual benefit corporation formed under the provisions of this part. (Repealed and added by Stats. 1978, Ch. 1305.)
  48. 10703.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    When public agencies or their authorized representatives make up a majority of the incorporators or directors and control a majority of voting power, the corporation gets a securities-law exemption for memberships and membership certificates and is exempt from most Bank and Corporation Tax Law taxes, except as otherwise provided.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 10. PORT AND TERMINAL PROTECTION AND DEVELOPMENT CORPORATIONS [10700 - 10703] ( Part 10 added by Stats. 1978, Ch. 1305. ) ## 10703. If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of the incorporators or of the directors and are entitled to exercise a majority of the voting power of a nonprofit mutual benefit corporation pursuant to this part: (a) The Corporate Securities Law (Division 1 (commencing with Section 25000) of Title 4) shall not apply to memberships nor to membership certificates issued by the corporation; and (b) The corporation shall be exempt from payment of any taxes under the Bank and Corporation Tax Law (Part 11 of Division 2 of the Revenue and Taxation Code), except as provided in Article 2 of Chapter 4 thereof. (Repealed and added by Stats. 1978, Ch. 1305.)
  49. 108.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section points to the Government Code for the Secretary of State’s filing fees for corporate instruments.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 108. The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code. (Repealed and added by Stats. 1975, Ch. 682.)
  50. 10810.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    A nonprofit corporation may be formed for certain professional services, but it cannot carry on its corporate purposes unless specific membership, access, voting, and certification requirements are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. ) ## 10810. A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division for the purposes of defraying or assuming the cost of professional services of licentiates under any chapter of Division 2 (commencing with Section 500) of the Business and Professions Code or of rendering any such services, but it may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met: (a) At least one-fourth of all licentiates of the particular profession residing in California become members. (b) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all licensed members of the particular profession. (c) Voting by proxy and cumulative voting are prohibited. (d) A certificate is issued to the corporation by the particular professional board whose licentiates have become members, finding compliance with the requirements of subdivisions (a), (b), and (c). Any such corporation shall be subject to supervision by the particular professional board under which its members are licensed and shall also be subject to the part under which it is formed, either Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division, except as to matters specifically otherwise provided for in this article. (Added by Stats. 1978, Ch. 1305.)
  51. 10811.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    A covered nonprofit corporation must offer licentiates an equal opportunity to provide professional services on a uniform basis if it pays for some or all refractions or eye appliances.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. ) ## 10811. Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of the costs of refractions or eye appliances shall offer an equal opportunity to render professional services upon a uniform basis to all licentiates expressly authorized by law to render such services. (Added by Stats. 1978, Ch. 1305.)
  52. 10812.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Sections 10810 and 10811 apply to certain nonprofit medical services corporations based on when they were formed and under which provisions they were organized.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 1. Nonprofit Corporations for Medical Services [10810 - 10812] ( Article 1 added by Stats. 1978, Ch. 1305. ) ## 10812. The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after January 1, 1980, under Part 2 or Part 3 of this division and pursuant to this article and to corporations existing on December 31, 1979, and formed under Section 9201 or 9201.1 of the Corporations Code then in effect. (Added by Stats. 1978, Ch. 1305.)
  53. 10820.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 2. Nonprofit Health Care Service Plans [10820 - 10821] ( Article 2 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    This section defines “health care service plan” and says such a plan may be formed under or be subject to certain parts of the Corporations Code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 2. Nonprofit Health Care Service Plans [10820 - 10821] ( Article 2 added by Stats. 1978, Ch. 1305. ) ## 10820. (a) “Health care service plan,” as used in this section means a corporation which is a health care service plan defined in the Knox-Keene Health Care Service Plan Act of 1975 (Chapter 2.2 (commencing with Section 1340) of Division 2 of the Health and Safety Code), other than a corporation which is exempted from that act by subdivision (d) of Section 1343 of the Health and Safety Code. (b) A health care service plan may be formed under or subject to Part 2 (commencing with Section 5110) of this division or Part 3 (commencing with Section 7110) of this division. (Amended by Stats. 1983, Ch. 1085, Sec. 8.5.)
  54. 10821.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 2. Nonprofit Health Care Service Plans [10820 - 10821] ( Article 2 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    For health care service plans covered by Part 2 or Part 3, references to the Attorney General are treated as references to the Director of the Department of Managed Health Care.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 2. Nonprofit Health Care Service Plans [10820 - 10821] ( Article 2 added by Stats. 1978, Ch. 1305. ) ## 10821. Notwithstanding any other provision of this division, as to a health care service plan which is formed under or subject to Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division, all references to the Attorney General contained in Part 2 or Part 3 of this division shall, in the case of health care service plans, be deemed to refer to the Director of the Department of Managed Health Care. (Amended by Stats. 2000, Ch. 857, Sec. 6. Effective January 1, 2001.)
  55. 10830.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 3. Nonprofit Corporation to Administer System of Defraying Cost of Professional Services of Attorneys [10830 - 10831] ( Article 3 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    A nonprofit corporation may be formed to administer attorney-fee defrayment systems, but it may not carry out its corporate purposes unless specified compliance and certification conditions are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 3. Nonprofit Corporation to Administer System of Defraying Cost of Professional Services of Attorneys [10830 - 10831] ( Article 3 added by Stats. 1978, Ch. 1305. ) ## 10830. A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division for the purposes of administering a system or systems of defraying the cost of professional services of attorneys, but any such corporation may not engage directly or indirectly in the performance of the corporate purposes or objects unless all of the following requirements are met: (a) The attorneys furnishing professional services pursuant to such system or systems are acting in compliance with the Rules of Professional Conduct of the State Bar of California concerning such system or systems. (b) Membership in the corporation and an opportunity to render professional services upon a uniform basis are available to all active members of the State Bar. (c) Voting by proxy and cumulative voting are prohibited. (d) A certificate is issued to the corporation by the State Bar of California, finding compliance with the requirements of subdivisions (a), (b) and (c). Any such corporation shall be subject to supervision by the State Bar of California and shall also be subject to Part 3 (commencing with Section 7110) of this division except as to matters specifically otherwise provided for in this article. (Added by Stats. 1978, Ch. 1305.)
  56. 10831.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 3. Nonprofit Corporation to Administer System of Defraying Cost of Professional Services of Attorneys [10830 - 10831] ( Article 3 added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    This section says the article applies to certain nonprofit corporations formed on or after January 1, 1980, and to certain corporations existing on December 31, 1979.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 3. Nonprofit Corporation to Administer System of Defraying Cost of Professional Services of Attorneys [10830 - 10831] ( Article 3 added by Stats. 1978, Ch. 1305. ) ## 10831. The provisions of this article apply to corporations formed on or after January 1, 1980, under Part 3 of this division and pursuant to this article and to corporations existing on December 31, 1979, and formed under Section 9201.2 of the Corporations Code then in effect. (Added by Stats. 1978, Ch. 1305.)
  57. 10840.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 4. Hospital Service Plans [10840 - 10841] ( Article 4 added by Stats. 1979, Ch. 665. )

    Verify source ↗

    This section defines “hospital service plan” and says such a plan may be formed under or subject to specified parts of the Corporations Code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 4. Hospital Service Plans [10840 - 10841] ( Article 4 added by Stats. 1979, Ch. 665. ) ## 10840. (a) “Hospital service plan,” as used in this section means a corporation which is a nonprofit hospital service plan defined in Chapter 11a (commencing with Section 11491) of Part 2 of Division 2 of the Insurance Code. (b) A hospital service plan may be formed under or subject to Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110). (Amended by Stats. 1983, Ch. 1085, Sec. 14.5.)
  58. 10841.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 4. Hospital Service Plans [10840 - 10841] ( Article 4 added by Stats. 1979, Ch. 665. )

    Verify source ↗

    For certain hospital service plans, references to the Attorney General in Part 2 or Part 3 are treated as references to the Insurance Commissioner.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 2. NONPROFIT CORPORATION LAW [5000 - 10841] ( Heading of Division 2 amended by Stats. 1978, Ch. 567. ) ## PART 11. NONPROFIT MEDICAL, HOSPITAL, OR LEGAL SERVICES CORPORATIONS [10810 - 10841] ( Heading of Part 11 amended by Stats. 1979, Ch. 665. ) ## ARTICLE 4. Hospital Service Plans [10840 - 10841] ( Article 4 added by Stats. 1979, Ch. 665. ) ## 10841. Notwithstanding any other provision of this division, as to a hospital service plan which is formed under or subject to Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division, all references to the Attorney General contained in Part 2 or Part 3 of this division shall, in the case of hospital service plans, be deemed to refer to the Insurance Commissioner. (Repealed and added by Stats. 1983, Ch. 1085, Sec. 16.)
  59. 109.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A filed corporate instrument may be corrected by filing a certificate of correction, but it cannot change wording actually adopted by the board or shareholders or validate a corrected amendment that would have failed the filing rules at the time.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 109. (a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to any misstatement of fact contained therein, any defect in the execution thereof or any other error or defect contained therein, by filing a certificate of correction entitled “Certificate of Correction of ____ (insert here the title of the agreement, certificate or other instrument to be corrected and name(s) of corporation or corporations)”; provided, however, that no such certificate of correction shall alter the wording of any resolution or written consent which was in fact adopted by the board or the shareholders or effect a corrected amendment of articles which amendment as so corrected would not in all respects have complied with the requirements of this division at the time of filing of the agreement, certificate, or other instrument being corrected. (b) If the certificate of correction corrects original articles, the certificate of correction shall be either an officers’ certificate or a certificate signed and verified by the incorporators, or a majority of them. If the certificate of correction corrects an agreement of merger or an officers’ certificate accompanying an agreement of merger, the certificate of correction shall be an officers’ certificate of the surviving corporation only. In all other instances, the certificate of correction shall be either an officer’s certificate or a certificate signed and verified as provided in this division with respect to the agreement, certificate or other instrument being corrected. (c) A certificate of correction shall set forth the following: (1) The name or names of the corporation or corporations. (2) The date the agreement, certificate or other instrument being corrected was filed. (3) The provision in the agreement, certificate or other instrument as corrected and, if the execution was defective, wherein it was defective. (4) If applicable, that the certificate does not alter the wording of any resolution or written consent which was in fact adopted by the board or the shareholders. (d) A provision of the articles, amended articles, restated articles, or certificate of determination being corrected by a certificate of correction shall be identified in the certificate of correction in accordance with subdivision (a) of Section 907. (e) The filing of the certificate of correction shall not alter the effective time of the agreement, certificate or instrument being corrected, which shall remain as its original effective time, and such filing shall not affect any right or liability accrued or incurred before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having that right has not detrimentally relied on the original instrument. (Amended by Stats. 1988, Ch. 919, Sec. 1.)
  60. 109.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    If a corporation uses outside documents to affect its articles or merger agreement, it must keep copies at its principal office and give copies to shareholders on written request without charge.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 109.5. (a) Provisions of the articles described in paragraph (3) of subdivision (g) of Section 202 and subdivisions (a) and (b) of Section 204 may be made dependent upon facts ascertainable outside the articles, if the manner in which those facts shall operate upon those provisions is clearly and expressly set forth in the articles. Similarly, any of the terms of an agreement of merger pursuant to Section 1101 may be made dependent upon facts ascertainable outside that agreement, if the manner in which those facts shall operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger. (b) Notwithstanding subdivision (a), when any provisions or terms of articles or an agreement of merger are made dependent upon facts ascertainable outside the filed instrument through a reference to an agreement or similar document, the corporation filing that instrument shall (1) maintain at its principal office a copy of any such agreement or document and all amendments and (2) provide to its shareholders, in the case of articles, or to shareholders of any constituent corporation, in the case of an agreement of merger, a copy of them upon written request and without charge. (c) If the reference to an agreement or contract is a reference to an agreement or contract to which the corporation is a party (a “referenced agreement” in this section), any amendment or revision of the referenced agreement requires shareholder approval, in addition to approvals otherwise required, in the following instances and no other: (1) If the amendment or revision of the referenced agreement would result in a material change in the rights, preferences, privileges, or restrictions of a class or series of shares, the amendment or revision of the referenced agreement is required to be approved by the outstanding shares (Section 152) of that class or series. (2) If the amendment or revision of the referenced agreement would result in a material change in the rights or liabilities of any class or series of shares with respect to the subject matter of paragraph (1), (2), (3), (5), or (9) of subdivision (a) of Section 204, the amendment or revision of the referenced agreement is required to be approved by the outstanding shares (Section 152) of that class or series. (3) If the amendment or revision of the referenced agreement would result in a material change in the restrictions on transfer or hypothecation of any class or series of shares, the amendment or revision of the referenced agreement is required to be approved by the outstanding shares (Section 152) of that class or series. (4) If the amendment or revision of the referenced agreement would result in a change of any of the principal terms of an agreement of merger, the amendment or revision of the referenced agreement is required to be approved in the same manner as required by Section 1104 for a change in the principal terms of an agreement of merger. (Amended by Stats. 2022, Ch. 617, Sec. 3. (SB 1202) Effective January 1, 2023.)
  61. 11.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

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    “Present tense” includes the past and future tenses, and “future tense” includes the present.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 11. The present tense includes the past and future tenses, and the future tense includes the present. (Enacted by Stats. 1947, Ch. 1038.)
  62. 110.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    The Secretary of State must file compliant instruments, may accept delayed filing or future effective dates in limited cases, and must rely on a qualifying written legal opinion when an item is resubmitted after rejection.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 110. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1502, the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date, other than instruments filed pursuant to Section 119, or, unless in the judgment of the Secretary of State, the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of State’s office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases. (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law (other than the application of Sections 119, 201, 2101, and 2106), upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission. (c) Any instrument filed with respect to a corporation, other than original articles or instruments filed pursuant to Section 119, may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified. (d) Any instrument submitted to the Secretary of State for filing by a domestic corporation or a foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of State’s records. (Amended by Stats. 2022, Ch. 217, Sec. 1. (SB 218) Effective January 1, 2023.)
  63. 110.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    The Secretary of State may cancel certain corporate filings if the payment for the filing fee or franchise tax is not honored.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 110.5. The Secretary of State may cancel the filing of articles of a domestic corporation, including articles effecting a conversion, or the filing of a statement and designation by a foreign corporation if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give written notice of the applicability of this section and the cancellation date, which shall be not less than 20 days from the date of mailing the written notice as certified by the Secretary of State, to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent before the date of cancellation as stated in the written notice of cancellation, the cancellation shall thereupon be effective. (Amended by Stats. 2022, Ch. 617, Sec. 4. (SB 1202) Effective January 1, 2023.)
  64. 1100.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    Corporations may merge with other corporations and certain other business entities under this chapter.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1100. Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167), social purpose corporations (Section 171.08), foreign corporations (Section 171), or other business entities (Section 174.5) pursuant to this chapter. Mergers in which a foreign corporation but no other business entity is a constituent party are governed by Section 1108, mergers in which a social purpose corporation but no other business entity is a constituent party are governed by Section 1112.5, and mergers in which an other business entity is a constituent party are governed by Section 1113. (Amended by Stats. 2014, Ch. 694, Sec. 5. (SB 1301) Effective January 1, 2015.)
  65. 1101.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    A merger needs approval by each merging corporation’s board, and the merger agreement must include specified terms and details. Shares of the same class or series must generally be treated equally, with special conversion rules for certain nonredeemable shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1101. (a) The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons, including a parent party (Section 1200), may be parties to the agreement of merger. The agreement shall state all of the following: (1) The terms and conditions of the merger. (2) The amendments, subject to Sections 900 and 907, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation the new name may be the same as or similar to the name of a disappearing domestic or foreign corporation, subject to subdivision (b) of Section 201. (3) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation. (4) The manner of converting the shares of each of the constituent corporations into shares or other securities of the surviving corporation and, if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the surviving corporation, the cash, rights, securities, or other property which the holders of those shares are to receive in exchange for the shares, which cash, rights, securities, or other property may be in addition to or in lieu of shares or other securities of the surviving corporation, or that the shares are canceled without consideration. (5) Other details or provisions as are desired, if any, including, without limitation, a provision for the payment of cash in lieu of fractional shares or for any other arrangement with respect thereto consistent with the provisions of Section 407. (b) Each share of the same class or series of any constituent corporation (other than the cancellation of shares held by a constituent corporation or its parent or a wholly owned subsidiary of either in another constituent corporation) shall, unless all shareholders of the class or series consent and except as provided in Section 407, be treated equally with respect to any distribution of cash, rights, securities, or other property. Notwithstanding paragraph (4) of subdivision (a), except in a short-form merger, and in the merger of a corporation into its subsidiary in which it owns at least 90 percent of the outstanding shares of each class, the nonredeemable common shares or nonredeemable equity securities of a constituent corporation may be converted only into nonredeemable common shares of the surviving party or a parent party if a constituent corporation or its parent owns, directly or indirectly, before the merger shares of another constituent corporation representing more than 50 percent of the voting power of the other constituent corporation before the merger, unless all of the shareholders of the class consent and except as provided in Section 407. (Amended by Stats. 2022, Ch. 617, Sec. 20. (SB 1202) Effective January 1, 2023.)
  66. 1101.1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    This section says certain merger rules do not apply to a transaction if specified regulators approve the transaction terms and fairness.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1101.1. Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction if the Commissioner of Financial Protection and Innovation, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142 or Section 1209, 5750, or 5802 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code. (Amended by Stats. 2022, Ch. 617, Sec. 21. (SB 1202) Effective January 1, 2023.)
  67. 1102.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    Each corporation must sign the agreement through specified officers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1102. Each corporation shall sign the agreement by its chairperson of the board, president or a vice president and secretary or an assistant secretary acting on behalf of their respective corporations. (Amended by Stats. 2015, Ch. 98, Sec. 9. (SB 351) Effective January 1, 2016.)
  68. 1103.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    After merger approval, the surviving corporation must file the merger agreement with attached officers’ certificates. The Secretary of State may certify a separate copy of the merger agreement.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1103. After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200), the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attached stating the total number of outstanding shares of each class entitled to vote on the merger, that the principal terms of the agreement in the form attached were approved by that corporation by a vote of a number of shares of each class which equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class, or that the merger agreement was entitled to be and was approved by the board alone under the provisions of Section 1201. If equity securities of a parent of a constituent corporation are to be issued in the merger, the officers’ certificate of that constituent corporation shall state either that no vote of the shareholders of the parent was required or that the required vote was obtained. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 110 and subject to the provisions of Section 1108) and the several parties thereto shall be one corporation. The Secretary of State may certify a copy of the merger agreement separate from the officers’ certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 1. Effective September 29, 2006.)
  69. 1104.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    An amended merger agreement may be adopted and approved by the board, and sometimes also by outstanding shares, depending on the change and Chapter 12.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1104. Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the outstanding shares (Section 152) (if required by Chapter 12) of any constituent corporation in the same manner as the original agreement. If the agreement so amended is approved by the board and the outstanding shares (if required) of each of the corporations, the agreement so amended shall then constitute the agreement of merger. (Amended by Stats. 1979, Ch. 711.)
  70. 1105.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    The board may choose to abandon a merger before it becomes effective.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1105. The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the outstanding shares (Section 152), at any time before the merger is effective. (Repealed and added by Stats. 1975, Ch. 682.)
  71. 1106.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    A certified copy of a merger agreement has the same evidentiary force as the original, and it is conclusive evidence of certain merger-related facts except against the state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1106. A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving corporation and the performance of the conditions necessary to the adoption of any amendment to the articles contained in the agreement of merger. (Amended by Stats. 1976, Ch. 641.)
  72. 1107.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    In a merger, the surviving corporation takes over the disappearing corporations’ rights, property, debts, and liabilities, and may keep certain local permits and privileges without a transfer fee if ownership does not change.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1107. (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to all the rights and property of each of the disappearing corporations and shall be subject to all the debts and liabilities of each in the same manner as if the surviving corporation had itself incurred them. (b) For purposes of subdivision (a), a surviving corporation may succeed without the payment of any local agency transfer fee to all licenses, permits, registrations, and other privileges granted by any local agency provided the merger does not result in a change of ownership. Examples of mergers that do not result in a change of ownership are mergers between any of the following: (1) a corporation and its wholly owned subsidiary; (2) a corporation and the wholly owned subsidiary of that corporation’s wholly owned subsidiary; or (3) two wholly owned subsidiaries of the same parent corporation. The surviving corporation shall be subject to the same duties and obligations in connection with the license, permit, registration, or other privileges acquired from the disappearing corporations. (c) All rights of creditors and all liens upon the property of each of the constituent corporations shall be preserved unimpaired, provided that any liens upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective. (d) Any action or proceeding pending by or against any disappearing corporation may be prosecuted to judgment, which shall bind the surviving corporation, or the surviving corporation may be proceeded against or substituted in its place. (e) Nothing in subdivision (b) shall limit or restrict a tax assessor from reassessing real property upon transfer of title. Privileges granted by any local agency do not include property tax assessments. (f) Nothing in subdivision (b) shall limit or restrict a local agency from reevaluating privileges received by a successor corporation from disappearing corporations if the local agency determines in its sole discretion that the reevaluation is necessary for public health, safety, or welfare purposes. (g) For purposes of this section, “local agency” means a county, city, city and county, political subdivision, district, or municipal corporation. (Amended by Stats. 1998, Ch. 381, Sec. 1. Effective January 1, 1999.)
  73. 1107.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    After a merger, the surviving entity takes on the disappearing entity’s tax filing and tax payment obligations, and in some cases the Secretary of State must notify the Franchise Tax Board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1107.5. (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign corporation or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following: (1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code. (2) To pay any tax liability determined to be due. (b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger. (Amended by Stats. 2006, Ch. 773, Sec. 2. Effective September 29, 2006.)
  74. 1108.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    This section allows mergers between domestic and foreign corporations if the foreign corporations are authorized to merge under their formation law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1108. (a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by the laws under which they are formed to effect the merger. The surviving corporation may be any one of the constituent corporations and shall continue to exist under the laws of the state or place of its incorporation. (b) If the surviving corporation is a domestic corporation, the merger proceedings with respect to that corporation and any domestic disappearing corporation shall conform to the provisions of this chapter governing the merger of domestic corporations, but if the surviving corporation is a foreign corporation, then, subject to the requirements of subdivision (d) and of Section 407 and Chapters 12 (commencing with Section 1200) and 13 (commencing with Section 1300) (with respect to any domestic constituent corporations), the merger proceedings may be in accordance with the laws of the state or place of incorporation of the surviving corporation. (c) If the surviving corporation is a domestic corporation, the agreement and the officers’ certificate of each domestic or foreign constituent corporation shall be filed as provided in Section 1103, or the certificate of ownership shall be filed as provided in Section 1110, and thereupon, subject to subdivision (c) of Section 110, the merger shall be effective as to each domestic constituent corporation; and each foreign disappearing corporation that is qualified for the transaction of intrastate business shall by virtue of the filing, subject to subdivision (c) of Section 110, automatically surrender its right to transact intrastate business. (d) If the surviving corporation is a foreign corporation, the merger shall become effective in accordance with the law of the jurisdiction in which it is organized, but, except as provided in subdivision (e), the merger shall be effective as to any domestic disappearing corporation as of the time of effectiveness in the foreign jurisdiction upon the filing in this state as required by this subdivision. There shall be filed as to the domestic disappearing corporation or corporations the documents described in any one of the following paragraphs: (1) A copy of the agreement, certificate or other document filed by the surviving foreign corporation in the state or place of its incorporation for the purpose of effecting the merger, which copy shall be certified by the public officer having official custody of the original. (2) An executed counterpart of the agreement, certificate or other document filed by the surviving foreign corporation in the state or place of its incorporation for the purpose of effecting the merger. (3) A copy of the agreement of merger with an officers’ certificate of the surviving foreign corporation and of each constituent domestic corporation attached, which officers’ certificates shall conform to the requirements of Section 1103. (4) A certificate of ownership pursuant to Section 1110. (e) If the date of the filing in this state pursuant to subdivision (d) is more than six months after the time of the effectiveness in the foreign jurisdiction, or if the powers of the domestic corporation are suspended at the time of effectiveness in the foreign jurisdiction, the merger shall be effective as to the domestic disappearing corporation or corporations as of the date of filing in this state. Each foreign disappearing corporation that is qualified for the transaction of intrastate business shall, by virtue of the filing pursuant to subdivision (d), automatically surrender its right to transact intrastate business as of the date of filing in this state regardless of the time of effectiveness as to a domestic disappearing corporation. (f) The provisions of the last two sentences of Section 1101 and Chapter 12 (commencing with Section 1200) and Chapter 13 (commencing with Section 1300) apply to the rights of the shareholders of any of the constituent corporations that are domestic corporations and of any domestic corporation that is a parent party of any foreign constituent corporation. (Amended by Stats. 2006, Ch. 773, Sec. 3. Effective September 29, 2006.)
  75. 1109.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    When a merger or consolidation involves real property in California, filing a certified copy of the merger documents in the county where the property is located serves as evidence of record ownership in the surviving or consolidated party.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1109. Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place in which any constituent party to the merger was incorporated or organized, and the laws of the state or place of incorporation or organization (including this state) of any disappearing party to the merger provide substantially that the making and filing of the agreement of merger or consolidation or certificate of ownership or certificate of merger vests in the surviving or consolidated party to the merger all the real property of any disappearing party to the merger, the filing for record in the office of the county recorder of any county in this state in which any of the real property of that disappearing party to the merger is located of a copy of the agreement of merger or consolidation or certificate of ownership or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger or consolidation is effected, shall evidence record ownership in the surviving or consolidated party to the merger, of all interest of the disappearing party to the merger in and to the real property located in that county. (Amended by Stats. 1999, Ch. 437, Sec. 9.5. Effective January 1, 2000.)
  76. 111.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    In this division, references to voting shares also include other securities that have voting rights in the articles under Section 204(a)(7).

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 111. All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision (a)(7) of Section 204. (Repealed and added by Stats. 1975, Ch. 682.)
  77. 1110.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    This section lets a parent corporation complete certain subsidiary mergers by board approval and filing a certificate of ownership, and it gives some shareholders a right to cash payment.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1110. (a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporations into the parent corporation or the merger into the subsidiary corporation of the parent corporation and any other subsidiary corporation or corporations, may be effected by a resolution or plan of merger adopted and approved by the board of the parent corporation and the filing of a certificate of ownership as provided in subdivision (e). The resolution or plan of merger shall provide for the merger and shall provide that the surviving corporation assumes all the liabilities of each disappearing corporation and shall include any other provisions required by this section. (b) If the parent corporation owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class of the subsidiary corporation that is a party to the merger, the resolution or plan of merger also shall set forth the securities, cash, property, or rights to be issued, paid, delivered, or granted upon surrender of each outstanding share of the subsidiary corporation not owned by the parent corporation and the entire resolution or plan of merger as well as the consideration to be received for each share of the subsidiary corporation not owned by the parent corporation, shall be approved by the board of that subsidiary corporation. (c) If the parent corporation is to be merged into one of its subsidiary corporations, the resolution or plan of merger also shall provide for the pro rata conversion of the outstanding shares of the parent corporation into shares of the surviving subsidiary corporation. In this case, the entire resolution or plan of merger shall be approved by the board of the surviving subsidiary corporation and, if the merger, but for the operation of this section, would be a merger reorganization (Section 181) the principal terms of which would be required to be approved by the outstanding shares (Section 152) of any class of the parent corporation pursuant to subdivision (d) of Section 1201, the principal terms of the resolution or plan of merger shall be approved by the outstanding shares (Section 152) of that same class of the parent corporation. (d) In any merger pursuant to this section, the resolution or plan of merger may provide for the amendment of the articles of the surviving corporation to change its name, subject to Section 201, regardless of whether the name so adopted is the same as or similar to that of one of the disappearing corporations. The provision shall establish the wording of the amendment pursuant to paragraph (2) of subdivision (a) of Section 907 and the resolution or plan of merger shall not provide for the amendment of the articles of the surviving corporation other than to change its name. (e) After the required approval or approvals of the resolution or plan of merger, a certificate of ownership consisting of an officers’ certificate of the parent corporation shall be filed, and a copy thereof for each domestic subsidiary corporation and qualified foreign disappearing subsidiary corporation which is a party to the merger shall also be filed. The certificate of ownership shall: (1) Identify the parent and subsidiary corporation or corporations. (2) Set forth the share ownership by the parent corporation of each subsidiary corporation as 100 percent of the outstanding shares or as at least 90 percent of the outstanding shares of each class, as the case may be. (3) Set forth the resolution or plan of merger. (4) Set forth approval of the resolution or plan of merger by the board of the parent corporation. (5) Set forth other approvals of the resolution or plan of merger as required under subdivision (b) or (c), if applicable. (f) Upon the filing of the certificate of ownership, the merger shall be effective and any amendment of the articles of the surviving corporation set forth in the certificate shall be effective. (g) A merger pursuant to this section may be effected if the parent corporation is a foreign corporation and if at least one subsidiary corporation is a domestic corporation but in such a case the certificate of ownership prepared as in subdivision (e) or the document required by subdivision (d) of Section 1108 shall be filed as to each domestic and qualified foreign subsidiary corporation, but no filing shall be made as to the foreign parent corporation. No merger into or with a foreign corporation may be effected as provided by this section unless the laws of the state or place of its incorporation permit that action. (h) In the event all of the outstanding shares of a subsidiary domestic corporation party to a merger effected under this section are not owned by the parent corporation immediately prior to the merger, the parent corporation shall, at least 20 days before the effective date of the merger, give notice to each shareholder of such subsidiary corporation that the merger will become effective on or after a specified date. The notice shall contain a copy of the resolution or plan of merger and the information required by subdivision (a) of Section 1301. The notice shall be sent by mail addressed to the shareholder at the address of the shareholder as it appears on the records of the corporation. The shareholder shall have the right to demand payment of cash for the shares of the shareholder pursuant to Chapter 13 (commencing with Section 1300). (i) If an agreement of merger is entered into between a parent corporation and one or more of its subsidiary corporations and the share ownership requirements of subdivision (a) are met, the agreement of merger may be filed as a plan of merger with a certificate of ownership in accordance with the requirements of this section, in which case Sections 1101, 1102, 1103, 1200, 1201, and 1202 shall not apply; or the agreement of merger may be filed pursuant to Section 1103, in which case this section shall not apply. (Amended by Stats. 2006, Ch. 773, Sec. 4. Effective September 29, 2006.)
  78. 1111.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    A merger involving a disappearing close corporation and a non-close surviving corporation must be approved by at least two-thirds of each class of the disappearing corporation’s outstanding shares, unless the articles set a lower vote that is still at least a majority.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1111. If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved by the affirmative vote of at least two-thirds of each class of the outstanding shares of such disappearing corporation; provided, however, that the articles may provide for a lesser vote, but not less than a majority of the outstanding shares of each class. (Amended by Stats. 1976, Ch. 641.)
  79. 1112.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    If a merger involves a disappearing corporation governed by this division and a nonprofit surviving corporation, the merger must be approved by all outstanding shares of the disappearing corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1112. If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger shall be approved by all of the outstanding shares of all classes of the disappearing corporation, regardless of limitations or restrictions on the voting rights thereof, notwithstanding any provision of Chapter 12 (commencing with Section 1200). (Added by Stats. 1979, Ch. 711.)
  80. 1112.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    If a merger involves a disappearing corporation governed by this division and a surviving social purpose corporation, the merger needs the required shareholder approval and the disappearing corporation’s shareholders get Chapter 13 rights while the disappearing corporation takes on Chapter 13 obligations.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1112.5. If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a social purpose corporation, both of the following shall apply: (a) The merger shall be approved by the affirmative vote of at least two-thirds of each class, or a greater vote if required in the articles, of the outstanding shares (Section 152) of the disappearing corporation, notwithstanding any provision of Chapter 12 (commencing with Section 1200). (b) The shareholders of the disappearing corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares (Section 152), and the disappearing corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of a corporation involved in the reorganization. (Amended by Stats. 2014, Ch. 694, Sec. 6. (SB 1301) Effective January 1, 2015.)
  81. 1113.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. )

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    This section lets corporations merge with other business entities and sets approval, filing, and post-merger rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11. Merger [1100 - 1113] ( Chapter 11 added by Stats. 1975, Ch. 682. ) ## 1113. (a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not organized under this division and one or more foreign corporations (Section 171) may be parties to the merger. Notwithstanding the provisions of this section, the merger of any number of corporations with any number of other business entities may be effected only if: (1) In a merger in which a domestic corporation not organized under this division or a domestic other business entity is a party, it is authorized by the laws under which it is organized to effect the merger. (2) In a merger in which a foreign corporation is a party, it is authorized by the laws under which it is organized to effect the merger. (3) In a merger in which a foreign other business entity is a party, it is authorized by the laws under which it is organized to effect the merger. (b) Each corporation and each other party that desires to merge shall approve, and shall be a party to, an agreement of merger. Other persons, including a parent party (Section 1200), may be parties to the agreement of merger. The board of each corporation that desires to merge and, if required, the shareholders shall approve the agreement of merger. The agreement of merger shall be approved on behalf of each party by those persons required to approve the merger by the laws under which it is organized. The agreement of merger shall state: (1) The terms and conditions of the merger. (2) The name and place of incorporation or organization of each party to the merger and the identity of the surviving party. (3) The amendments, if any, subject to Sections 900 and 907, to the articles of the surviving corporation, if applicable, to be effected by the merger. If any amendment changes the name of the surviving corporation, if applicable, the new name may be, subject to subdivision (b) of Section 201, the same as or similar to the name of a disappearing party to the merger. (4) The manner of converting the shares of each constituent corporation into shares, interests, or other securities of the surviving party. If any shares of any constituent corporation are not to be converted solely into shares, interests, or other securities of the surviving party, the agreement of merger shall state (A) the cash, rights, securities, or other property which the holders of those shares are to receive in exchange for the shares, which cash, rights, securities, or other property may be in addition to or in lieu of shares, interests, or other securities of the surviving party, or (B) that the shares are canceled without consideration. (5) Any other details or provisions required by the laws under which any party to the merger is organized, including, if a public benefit corporation or a religious corporation is a party to the merger, Section 6019.1, or, if a mutual benefit corporation is a party to the merger, Section 8019.1, or, if a consumer cooperative corporation is a party to the merger, Section 12540.1, or if an unincorporated association is a party to the merger, Section 18370, or, if a domestic limited partnership is a party to the merger, Section 15911.12, or, if a domestic partnership is a party to the merger, Section 16911, or, if a domestic limited liability company is a party to the merger, Section 17710.12. (6) Any other details or provisions as are desired, including, without limitation, a provision for the payment of cash in lieu of fractional shares or for any other arrangement with respect thereto consistent with the provisions of Section 407. (c) Each share of the same class or series of any constituent corporation (other than the cancellation of shares held by a party to the merger or its parent, or a wholly owned subsidiary of either, in another constituent corporation) shall, unless all shareholders of the class or series consent and except as provided in Section 407, be treated equally with respect to any distribution of cash, rights, securities, or other property. Notwithstanding paragraph (4) of subdivision (b), the unredeemable common shares of a constituent corporation may be converted only into unredeemable common shares of a surviving corporation or a parent party (Section 1200) or unredeemable equity securities of a surviving party other than a corporation if another party to the merger or its parent owns, directly or indirectly, prior to the merger shares of that corporation representing more than 50 percent of the voting power of that corporation, unless all of the shareholders of the class consent and except as provided in Section 407. (d) Notwithstanding its prior approval, an agreement of merger may be amended prior to the filing of the agreement of merger or the certificate of merger, as is applicable, if the amendment is approved by the board of each constituent corporation and, if the amendment changes any of the principal terms of the agreement, by the outstanding shares (Section 152), if required by Chapter 12 (commencing with Section 1200), in the same manner as the original agreement of merger. If the agreement of merger as so amended and approved is also approved by each of the other parties to the agreement of merger, the agreement of merger as so amended shall then constitute the agreement of merger. (e) The board of a constituent corporation may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other parties to the agreement of merger, without further approval by the outstanding shares (Section 152), at any time before the merger is effective. (f) Each constituent corporation shall sign the agreement of merger by its chairperson of the board, president or a vice president, and also by its secretary or an assistant secretary acting on behalf of their respective corporations. (g) (1) If the surviving party is a corporation or a foreign corporation, or if a social purpose corporation (Section 171.08), a public benefit corporation (Section 5060), a mutual benefit corporation (Section 5059), a religious corporation (Section 5061), or a corporation organized under the Consumer Cooperative Corporation Law (Section 12200) is a party to the merger, after required approvals of the merger by each constituent corporation through approval of the board (Section 151) and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200) and by the other parties to the merger, the surviving party shall file a copy of the agreement of merger with an officers’ certificate of each constituent domestic and foreign corporation attached stating the total number of outstanding shares or membership interests of each class entitled to vote on the merger (and identifying any other person or persons whose approval is required), that the agreement of merger in the form attached or its principal terms, as required, were approved by that corporation by a vote of a number of shares or membership interests of each class that equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class and, if applicable, by that other person or persons whose approval is required, or that the merger agreement was entitled to be and was approved by the board alone (as provided in Section 1201, in the case of corporations subject to that section). If equity securities of a parent party (Section 1200) are to be issued in the merger, the officers’ certificate of that controlled party shall state either that no vote of the shareholders of the parent party was required or that the required vote was obtained. In lieu of an officers’ certificate, a certificate of merger, on a form prescribed by the Secretary of State, shall be filed for each constituent other business entity. The certificate of merger shall be executed and acknowledged by each domestic constituent limited liability company by all managers of the limited liability company (unless a lesser number is specified in its articles of organization or operating agreement) and by each domestic constituent limited partnership by all general partners (unless a lesser number is provided in its certificate of limited partnership or partnership agreement) and by each domestic constituent general partnership by two partners (unless a lesser number is provided in its partnership agreement) and by each foreign constituent limited liability company by one or more managers and by each foreign constituent general partnership or foreign constituent limited partnership by one or more general partners, and by each constituent reciprocal insurer by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary, or, if a constituent reciprocal insurer has not appointed those officers, by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary of the constituent reciprocal insurer’s attorney-in-fact, and by each other party to the merger by those persons required or authorized to execute the certificate of merger by the laws under which that party is organized, specifying for that party the provision of law or other basis for the authority of the signing persons. The certificate of merger shall set forth, if a vote of the shareholders, members, partners, or other holders of interests of the constituent other business entity was required, a statement setting forth the total number of outstanding interests of each class entitled to vote on the merger and that the agreement of merger in the form attached or its principal terms, as required, were approved by a vote of the number of interests of each class that equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class, and any other information required to be set forth under the laws under which the constituent other business entity is organized, including, if a domestic limited partnership is a party to the merger, subdivision (a) of Section 15911.14, if a domestic partnership is a party to the merger, subdivision (b) of Section 16915, and, if a domestic limited liability company is a party to the merger, subdivision (a) of Section 17710.04. The certificate of merger for each constituent foreign other business entity, if any, shall also set forth the statutory or other basis under which that foreign other business entity is authorized by the laws under which it is organized to effect the merger. The merger and any amendment of the articles of the surviving corporation, if applicable, contained in the agreement of merger shall be effective upon filing of the agreement of merger with an officer’s certificate of each constituent domestic and foreign corporation and a certificate of merger for each constituent other business entity, subject to subdivision (c) of Section 110 and subject to the provisions of subdivision (j), and the several parties thereto shall be one entity. If a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance is a party to the merger, the agreement of merger or certificate of merger shall not be filed until there has been filed the certificate issued by the Insurance Commissioner approving the merger pursuant to Section 1555 of the Insurance Code. The Secretary of State may certify a copy of the agreement of merger separate from the officers’ certificates and certificates of merger attached thereto. (2) If the surviving entity is an other business entity, and no public benefit corporation (Section 5060), mutual benefit corporation (Section 5059), religious corporation (Section 5061), or corporation organized under the Consumer Cooperative Corporation Law (Section 12200) is a party to the merger, after required approvals of the merger by each constituent corporation through approval of the board (Section 151) and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200) and by the other parties to the merger, the parties to the merger shall file a certificate of merger in the office of, and on a form prescribed by, the Secretary of State. The certificate of merger shall be executed and acknowledged by each constituent domestic and foreign corporation by its chairperson of the board, president or a vice president, and also by its secretary or an assistant secretary and by each domestic constituent limited liability company by all managers of the limited liability company (unless a lesser number is specified in its articles of organization or operating agreement) and by each domestic constituent limited partnership by all general partners (unless a lesser number is provided in its certificate of limited partnership or partnership agreement) and by each domestic constituent general partnership by two partners (unless a lesser number is provided in its partnership agreement) and by each foreign constituent limited liability company by one or more managers and by each foreign constituent general partnership or foreign constituent limited partnership by one or more general partners, and by each constituent reciprocal insurer by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary, or, if a constituent reciprocal insurer has not appointed those officers, by the chairperson of the board, president, or vice president, and by the secretary or assistant secretary of the constituent reciprocal insurer’s attorney-in-fact. The certificate of merger shall be signed by each other party to the merger by those persons required or authorized to execute the certificate of merger by the laws under which that party is organized, specifying for that party the provision of law or other basis for the authority of the signing persons. The certificate of merger shall set forth all of the following: (A) The name, place of incorporation or organization, and the Secretary of State’s file number, if any, of each party to the merger, separately identifying the disappearing parties and the surviving party. (B) If the approval of the outstanding shares of a constituent corporation was required by Chapter 12 (commencing with Section 1200), a statement setting forth the total number of outstanding shares of each class entitled to vote on the merger and that the principal terms of the agreement of merger were approved by a vote of the number of shares of each class entitled to vote and the percentage vote required of each class. (C) The future effective date or time, not more than 90 days subsequent to the date of filing of the merger, if the merger is not to be effective upon the filing of the certificate of merger with the office of the Secretary of State. (D) A statement, by each party to the merger which is a domestic corporation not organized under this division, a foreign corporation, or an other business entity, of the statutory or other basis under which that party is authorized by the laws under which it is organized to effect the merger. (E) Any other information required to be stated in the certificate of merger by the laws under which each party to the merger is organized, including, if a domestic limited liability company is a party to the merger, subdivision (a) of Section 17710.14, if a domestic partnership is a party to the merger, subdivision (b) of Section 16915, and, if a domestic limited partnership is a party to the merger, subdivision (a) of Section 15911.14. (F) Any other details or provisions that may be desired. Unless a future effective date or time is provided in a certificate of merger, in which event the merger shall be effective at that future effective date or time, a merger shall be effective upon the filing of the certificate of merger in the office of the Secretary of State and the several parties thereto shall be one entity. The surviving other business entity shall keep a copy of the agreement of merger at its principal place of business which, for purposes of this subdivision, shall be the office referred to in Section 17710.13 if a domestic limited liability company, at the business address specified in paragraph (5) of subdivision (a) of Section 17710.14 if a foreign limited liability company, at the office referred to in subdivision (a) of Section 16403 if a domestic general partnership, at the business address specified in subdivision (f) of Section 16911 if a foreign partnership, at the office referred to in subdivision (a) of Section 15901.14 if a domestic limited partnership, or at the business address specified in paragraph (3) of subdivision (a) of Section 15909.02 if a foreign limited partnership. Upon the request of a holder of equity securities of a party to the merger, a person with authority to do so on behalf of the surviving other business entity shall promptly deliver to that holder, a copy of the agreement of merger. A waiver by that holder of the rights provided in the foregoing sentence shall be unenforceable. If a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance is a party to the merger the agreement of merger or certificate of merger shall not be filed until there has been filed the certificate issued by the Insurance Commissioner approving the merger in accordance with Section 1555 of the Insurance Code. (h) (1) A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving party to the merger, and the performance of the conditions necessary to the adoption of any amendment to the articles, if applicable, contained in the agreement of merger. (2) For all purposes for a merger in which the surviving entity is a domestic other business entity and the filing of a certificate of merger is required by paragraph (2) of subdivision (g), a copy of the certificate of merger duly certified by the Secretary of State is conclusive evidence of the merger of the constituent corporations, either by themselves or together with the other parties to the merger, into the surviving other business entity. (i) (1) Upon a merger pursuant to this section, the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall succeed, without other transfer, to all the rights and property of each of the disappearing parties to the merger and shall be subject to all the debts and liabilities of each in the same manner as if the surviving party to the merger had itself incurred them. (2) All rights of creditors and all liens upon the property of each of the constituent corporations and other parties to the merger shall be preserved unimpaired, provided that those liens upon property of a disappearing party shall be limited to the property affected thereby immediately prior to the time the merger is effective. (3) Any action or proceeding pending by or against any disappearing corporation or disappearing party to the merger may be prosecuted to judgment, which shall bind the surviving party, or the surviving party may be proceeded against or substituted in its place. (4) If a limited partnership or a general partnership is a party to the merger, nothing in this section is intended to affect the liability a general partner of a disappearing limited partnership or general partnership may have in connection with the debts and liabilities of the disappearing limited partnership or general partnership existing prior to the time the merger is effective. (j) (1) The merger of domestic corporations with foreign corporations or foreign other business entities in a merger in which one or more other business entities is a party shall comply with subdivision (a) and this subdivision. (2) If the surviving party is a domestic corporation or domestic other business entity, the merger proceedings with respect to that party and any domestic disappearing corporation shall conform to the provisions of this section. If the surviving party is a foreign corporation or foreign other business entity, then, subject to the requirements of subdivision (c), and of Section 407 and Chapter 12 (commencing with Section 1200) and Chapter 13 (commencing with Section 1300), and, if applicable, corresponding provisions of the Nonprofit Corporation Law or the Consumer Cooperative Corporation Law, with respect to any domestic constituent corporations, Article 11 (commencing with Section 17711.01) of Title 2.6 with respect to any domestic constituent limited liability companies, Article 6 (commencing with Section 16601) of Chapter 5 of Title 2 with respect to any domestic constituent general partnerships, and Article 11.5 (commencing with Section 15911.20) of Chapter 5.5 of Title 2 with respect to any domestic constituent limited partnerships, the merger proceedings may be in accordance with the laws of the state or place of incorporation or organization of the surviving party. (3) If the surviving party is a domestic corporation or domestic other business entity, the certificate of merger or the agreement of merger with attachments shall be filed as provided in subdivision (g) and thereupon, subject to subdivision (c) of Section 110 or paragraph (2) of subdivision (g), as is applicable, the merger shall be effective as to each domestic constituent corporation and domestic constituent other business entity. (4) If the surviving party is a foreign corporation or foreign other business entity, the merger shall become effective in accordance with the law of the jurisdiction in which the surviving party is organized, but, except as provided in paragraph (5), the merger shall be effective as to any domestic disappearing corporation as of the time of effectiveness in the foreign jurisdiction upon the filing in this state of a copy of the agreement of merger with an officers’ certificate of each constituent foreign and domestic corporation and a certificate of merger of each constituent other business entity attached, which officers’ certificates and certificates of merger shall conform to the requirements of paragraph (1) of subdivision (g). If one or more domestic other business entities is a disappearing party in a merger pursuant to this subdivision in which a foreign other business entity is the surviving entity, a certificate of merger required by the laws under which that domestic other business entity is organized, including subdivision (a) of Section 15911.14, subdivision (b) of Section 16915, or subdivision (a) of Section 17710.14, as is applicable, shall also be filed at the same time as the filing of the agreement of merger. (5) If the date of the filing in this state pursuant to this subdivision is more than six months after the time of the effectiveness in the foreign jurisdiction, or if the powers of a domestic disappearing corporation are suspended at the time of effectiveness in the foreign jurisdiction, the merger shall be effective as to the domestic disappearing corporation as of the date of filing in this state. (6) In a merger described in paragraph (3) or (4), each foreign disappearing corporation that is qualified for the transaction of intrastate business shall by virtue of the filing pursuant to this subdivision, subject to subdivision (c) of Section 110, automatically surrender its right to transact intrastate business in this state. The filing of the agreement of merger or certificate of merger, as is applicable, pursuant to this subdivision, by a disappearing foreign other business entity registered for the transaction of intrastate business in this state shall, by virtue of that filing, subject to subdivision (c) of Section 110, automatically cancels the registration for that foreign other business entity, without the necessity of the filing of a certificate of cancellation. (Amended by Stats. 2014, Ch. 694, Sec. 7. (SB 1301) Effective January 1, 2015.)
  82. 112.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    If the articles change how many votes a share has, related share-count references use votes entitled to be cast; shares disqualified from voting are not counted as outstanding for quorum or approval calculations on that matter.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 112. If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602 to a majority or other proportion of shares means, as to such matter, a majority or other proportion of the votes entitled to be cast. Whenever in this division shares are disqualified from voting on any matter, they shall not be considered outstanding for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, that matter under any other provision of this division or the articles or bylaws. (Repealed and added by Stats. 1975, Ch. 682.)
  83. 113.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    In this division, “mailing” means first-class mail with postage prepaid, unless another type of mail is specified or allowed; registered mail also includes certified mail.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 113. Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered mail includes certified mail. (Amended by Stats. 1978, Ch. 370.)
  84. 114.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines how certain accounting terms are used in this division and allows non-annual financial statements to be condensed or otherwise presented when authoritative accounting pronouncements permit.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 114. All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings, and similar accounting items of a corporation mean those financial statements or comparable statements or items prepared or determined in conformity with generally accepted accounting principles then applicable, fairly presenting in conformity with generally accepted accounting principles the matters that they purport to present, subject to any specific accounting treatment required by a particular section of this division. Unless otherwise expressly stated, all references in this division to financial statements mean, in the case of a corporation that has subsidiaries, consolidated statements of the corporation and each of its subsidiaries as are required to be included in the consolidated statements under generally accepted accounting principles then applicable and all references to accounting items mean the items determined on a consolidated basis in accordance with the consolidated financial statements. Financial statements other than annual statements may be condensed or otherwise presented as permitted by authoritative accounting pronouncements. (Amended by Stats. 2006, Ch. 214, Sec. 1. Effective January 1, 2007.)
  85. 115.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines “independent accountant” for this division.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 115. As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services. (Amended by Stats. 1976, Ch. 641.)
  86. 1150.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    This section defines key terms used in Chapter 11.5 on conversions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1150. For purposes of this chapter, the following definitions shall apply: (a) “Converted corporation” means a corporation that results from a conversion of a domestic other business entity, foreign other business entity, or foreign corporation pursuant to Section 1157. (b) “Converted entity” means a domestic other business entity, foreign other business entity, or foreign corporation that results from a conversion of a corporation under this chapter. (c) “Converting corporation” means a corporation that converts into a domestic other business entity, foreign other business entity, or foreign corporation pursuant to this chapter. (d) “Converting entity” means a domestic other business entity, foreign other business entity, or foreign corporation that converts into a corporation pursuant to Section 1157. (e) “Domestic other business entity” has the meaning provided in Section 167.7. (f) “Foreign corporation” has the meaning provided in Section 171. (g) “Foreign other business entity” has the meaning provided in Section 171.07. (h) “Other business entity” has the meaning provided in Section 174.5. (Amended by Stats. 2022, Ch. 237, Sec. 1. (SB 49) Effective January 1, 2023.)
  87. 1151.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    A corporation may convert into certain other business entities or a foreign corporation if the share treatment and other conversion conditions in the section are met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1151. (a) A corporation may be converted into a domestic other business entity, foreign other business entity, or foreign corporation pursuant to this chapter if, pursuant to the proposed conversion, (1) each share of the same class or series of the converting corporation shall, unless all the shareholders of the class or series consent, be treated equally with respect to any cash, rights, securities, or other property to be received by, or any obligations or restrictions to be imposed on, the holder of that share, and (2) nonredeemable common shares of the converting corporation shall be converted only into nonredeemable equity securities of the converted entity unless all of the shareholders of the class consent; provided, however, that clause (1) shall not restrict the ability of the shareholders of a converting corporation to appoint one or more managers, if the converted entity is a limited liability company, or one or more general partners, if the converted entity is a limited partnership, in the plan of conversion or in the converted entity’s governing documents. (b) Notwithstanding this section, the conversion of a corporation into a domestic other business entity, foreign other business entity, or foreign corporation may be effected only if both of the following conditions are met: (1) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion. (2) The corporation complies with any and all other requirements of any other law that applies to conversion to the converted entity. (Amended by Stats. 2023, Ch. 131, Sec. 23. (AB 1754) Effective January 1, 2024.)
  88. 1152.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    A corporation converting to another business entity must approve a plan of conversion, and that plan must include specified conversion details.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1152. (a) A corporation that desires to convert to a domestic other business entity, foreign other business entity, or foreign corporation shall approve a plan of conversion. The plan of conversion shall state all of the following: (1) The terms and conditions of the conversion. (2) The name, form, and jurisdiction of organization of the converted entity after conversion. (3) The manner of converting the shares of each of the shareholders of the converting corporation into securities of, or interests in, the converted entity. (4) The provisions of the governing documents for the converted entity, including the partnership agreement if the converted entity is a partnership, the articles of organization or certificate of formation and operating agreement if the converted entity is a limited liability company, or the articles or certificate of incorporation if the converted entity is a corporation, to which the holders of interests in the converted entity are to be bound. (5) Any other details or provisions that are required by the laws under which the converted entity is organized, or that are desired by the converting corporation. (b) The plan of conversion shall be approved by the board of the converting corporation (Section 151), and the principal terms of the plan of the conversion shall be approved by the outstanding shares (Section 152) of each class of the converting corporation. The approval of the outstanding shares may be given before or after approval by the board. Notwithstanding the foregoing, if a converting corporation is a close corporation, the conversion shall be approved by the affirmative vote of at least two-thirds of each class, or a greater vote if required in the articles, of outstanding shares (Section 152) of that converting corporation; provided, however, that the articles may provide for a lesser vote, but not less than a majority of the outstanding shares of each class. (c) If the corporation is converting into a general or limited partnership or a foreign general or limited partnership or into a limited liability company or a foreign limited liability company, then in addition to the approval of the shareholders set forth in subdivision (b), the plan of conversion shall be approved by each shareholder who will become a general partner or manager, as applicable, of the converted entity pursuant to the plan of conversion unless the shareholders have dissenters’ rights pursuant to Section 1159 and Chapter 13 (commencing with Section 1300). (d) Upon the effectiveness of the conversion, all shareholders of the converting corporation, except those that exercise dissenters’ rights as provided in Section 1159 and Chapter 13 (commencing with Section 1300), shall be deemed parties to any agreement or agreements constituting the governing documents for the converted entity adopted as part of the plan of conversion, irrespective of whether a shareholder has executed the plan of conversion or those governing documents for the converted entity. Any adoption of governing documents made pursuant thereto shall be effective at the effective time or date of the conversion. (e) Notwithstanding its prior approval by the board and the outstanding shares or either of them, a plan of conversion may be amended before the conversion takes effect if the amendment is approved by the board and, if it changes any of the principal terms of the plan of conversion, by the shareholders of the converting corporation in the same manner and to the same extent as was required for approval of the original plan of conversion. (f) A plan of conversion may be abandoned by the board of a converting corporation, or by the shareholders of a converting corporation if the abandonment is approved by the outstanding shares, in each case in the same manner as required for approval of the plan of conversion, subject to the contractual rights of third parties, at any time before the conversion is effective. (g) The converted entity shall keep the plan of conversion at (1) the principal place of business of the converted entity if the converted entity is a domestic partnership, (2) the office at which records are to be kept under Section 15901.11 if the converted entity is a domestic limited partnership, (3) the office at which records are to be kept under Section 17701.13 if the converted entity is a domestic limited liability company, or (4) the office at which records are to be kept under the laws of the jurisdiction applicable to the converted entity if the converted entity is a foreign other business entity or foreign corporation. Upon the request of a shareholder of a converting corporation, the authorized person on behalf of the converted entity shall promptly deliver to the shareholder, at the expense of the converted entity, a copy of the plan of conversion. A waiver by a shareholder of the rights provided in this subdivision shall be unenforceable. (Amended by Stats. 2022, Ch. 237, Sec. 3. (SB 49) Effective January 1, 2023.)
  89. 1153.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    After a conversion plan is approved, the converting corporation must file the documents required to complete the conversion.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1153. (a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation, the converting corporation shall cause the filing of all documents required by law, including, in the case of a corporation converting into a foreign corporation or foreign other business entity, the laws of the state or place of organization of the foreign corporation or foreign other business entity, to effect the conversion and create the converted entity, which documents shall include a certificate of conversion or a statement of conversion as required by Section 1155, and the conversion shall thereupon be effective, or, in the case of a corporation converting into a foreign corporation or foreign other business entity, shall be effective in accordance with the laws of the state or place of organization of the foreign corporation or foreign other business entity. (b) A copy of the statement of partnership authority, certificate of limited partnership, or articles of organization, or certificate of conversion complying with Section 1155, duly certified by the Secretary of State on or after the effective date, is conclusive evidence of the conversion of the corporation. (Amended by Stats. 2022, Ch. 237, Sec. 4. (SB 49) Effective January 1, 2023.)
  90. 1154.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    This section lets the Secretary of State act as the service agent in certain cases involving a converted foreign entity and sets out how service and notice must be handled.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1154. (a) To enforce an obligation of a corporation that has converted to a foreign corporation or foreign other business entity, the Secretary of State shall only be the agent for service of process in an action or proceeding against that converted foreign entity, if the agent designated for the service of process for that entity is a natural person and cannot be found with due diligence or if the agent is a corporation and no person, to whom delivery may be made, may be located with due diligence, or if no agent has been designated and if none of the officers, members, managers, or agents of that entity may be located after diligent search, and it is shown by affidavit to the satisfaction of the court. The court then may make an order that service be made by personal delivery to the Secretary of State or to an assistant or Deputy Secretary of State of two copies of the process together with two copies of the order, and the order shall set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (b) Upon receipt of the process and order and the fee set forth in Section 12197 of the Government Code, the Secretary of State shall provide notice to that entity of the service of the process by forwarding by certified mail, return receipt requested, a copy of the process and order to the address specified in the order. (c) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record the time of service and the Secretary of State’s action with respect to the process served. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the providing of notice of process to that entity, and the forwarding of the process shall be competent and prima facie evidence of the matters stated therein. (Added by Stats. 2022, Ch. 237, Sec. 5. (SB 49) Effective January 1, 2023.)
  91. 1155.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    A corporation converting under this section must use the required conversion filing for the relevant type of conversion and include specified information.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1155. (a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the certificate of limited partnership for the converted entity. (2) If the corporation is converting into a domestic partnership, a statement of conversion shall be completed on the statement of partnership authority for the converted entity, or if no statement of partnership authority is filed then a certificate of conversion shall be filed separately. (3) If the corporation is converting into a domestic limited liability company, a statement of conversion shall be completed on the articles of organization for the converted entity. (4) If the corporation is converting into a foreign other business entity or a foreign corporation, a certificate of conversion shall be filed with the Secretary of State. (b) Any statement or certificate of conversion of a converting corporation shall be executed and acknowledged by those officers of the converting corporation as would be required to sign an officers’ certificate (Section 173), and shall set forth all of the following: (1) The name of the converting corporation and the Secretary of State’s file number of the converting corporation. (2) A statement of the total number of outstanding shares of each class entitled to vote on the conversion, that the principal terms of the plan of conversion were approved by a vote of the number of shares of each class which equaled or exceeded the vote required under Section 1152, specifying each class entitled to vote and the percentage vote required of each class. (3) The name, form, and jurisdiction of organization of the converted entity. (4) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth. (c) For the purposes of this chapter, the certificate of conversion shall be on a form prescribed by the Secretary of State. (d) The filing with the Secretary of State of a statement of conversion on an organizational document or a certificate of conversion as set forth in subdivision (a) shall have the effect of the filing of a certificate of dissolution by the converting corporation and no converting corporation that has made the filing is required to file a certificate of election under Section 1901 or a certificate of dissolution under Section 1905 as a result of that conversion. (e) Upon the effectiveness of a conversion pursuant to this chapter, a converted entity shall be deemed to have assumed the liability of the converting corporation (1) to prepare and file or cause to be prepared and filed all tax and information returns otherwise required of the converting corporation under the Corporation Tax Law (Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code) and (2) to pay any tax liability determined to be due pursuant to that law. (Amended by Stats. 2022, Ch. 237, Sec. 6. (SB 49) Effective January 1, 2023.)
  92. 1156.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    Recording certain conversion documents can serve as evidence of record ownership in converted real property, and recording them can create a conclusive presumption that the conversion was validly completed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1156. (a) Whenever a corporation or other business entity having any real property in this state converts into a corporation or an other business entity pursuant to the laws of this state or of the state or place in which the corporation or other business entity was organized, and the laws of the state or place of organization, including this state, of the converting corporation or other converting entity provide substantially that the conversion vests in the converted corporation or other converted entity all the real property of the converting corporation or other converting entity, the filing for record in the office of the county recorder of any county in this state in which any of the real property of the converting corporation or other converting entity is located of either (1) a certificate of conversion or a statement of partnership authority, certificate of limited partnership or articles of organization containing a statement of conversion complying with Section 1155 and certified on or after the effective date of the conversion by the Secretary of State or (2) a copy of a certificate of conversion or a statement of partnership authority, certificate of limited partnership, articles of organization, articles of incorporation, or other comparable organizing document evidencing the creation of a foreign other business entity or foreign corporation, containing a statement of conversion, meeting the requirements of subdivision (b) and certified on or after the effective date of the conversion by the Secretary of State or any other authorized public official of the state or place pursuant to the laws of which the converted entity is organized, shall evidence record ownership in the converted corporation or other converted entity of all interest of the converting corporation or other converting entity in and to the real property located in that county. (b) A filed and, if appropriate, recorded certificate of conversion or a statement of partnership authority, certificate of limited partnership, articles of organization, articles of incorporation, or other comparable organizing document evidencing the formation of a foreign other business entity or a foreign corporation referred to in clause (2) of subdivision (a) above which contains a statement of conversion, stating the name of the converting corporation or other converting entity in whose name property was held before the conversion and the name of the converted entity or converted corporation, but not containing all of the other information required by Section 1155, operates with respect to the converted entity named to the extent provided in subdivision (a). (c) Recording of a certificate of conversion or a statement of partnership authority, certificate of limited partnership, articles of organization, articles of incorporation, or other comparable organizing document evidencing the creation of an other business entity or a corporation, containing a statement of conversion, in accordance with subdivision (a), shall create, in favor of bona fide purchasers or encumbrances for value, a conclusive presumption that the conversion was validly completed. (Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)
  93. 1157.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    This section lets certain business entities convert into a corporation only if they are authorized to do so by their organizing law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1157. (a) A domestic other business entity, foreign other business entity, or foreign corporation may be converted into a corporation pursuant to this chapter only if the converting entity is authorized by the laws under which it is organized to effect the conversion. (b) A domestic other business entity, foreign other business entity, or foreign corporation that desires to convert into a corporation shall approve a plan of conversion or other instrument as is required to be approved to effect the conversion pursuant to the laws under which that entity is organized. (c) The conversion of a domestic other business entity, foreign other business entity, or foreign corporation shall be approved by the number or percentage of the partners, members, shareholders, or other holders of interest of the converting entity that is required by the laws under which that entity is organized, or a greater or lesser percentage as may be set forth in the converting entity’s partnership agreement, articles of organization, operating agreement, articles of incorporation, or other governing document in accordance with applicable laws. (d) The conversion by a domestic other business entity, foreign other business entity, or foreign corporation shall be effective under this chapter upon the filing with the Secretary of State of the articles of incorporation of the converted corporation, containing a statement of conversion that complies with subdivision (e). (e) A statement of conversion of an entity converting into a corporation pursuant to this chapter shall set forth all of the following: (1) The name, form, and jurisdiction of organization of the converting entity. (2) The Secretary of State’s file number, if any, of the converting entity. (3) If the converting entity is a foreign other business entity or a foreign corporation, the statement of conversion shall contain the following: (A) A statement that the converting entity is authorized to effect the conversion by the laws under which it is organized. (B) A statement that the converting entity has approved a plan of conversion or other instrument as is required to be approved to effect the conversion pursuant to the laws under which the converting entity is organized. (C) A statement that the conversion has been approved by the number or percentage of the partners, members, shareholders, or other holders of interest of the converting entity that is required by the laws under which that entity is organized, or a greater or lesser percentage as may be set forth in the converting entity’s partnership agreement, articles of organization, operating agreement, articles of incorporation, or other governing document in accordance with applicable laws. (f) The filing with the Secretary of State of articles of incorporation containing a statement pursuant to subdivision (e) shall have the effect of the filing of a certificate of cancellation by a converting foreign limited liability company or foreign limited partnership, and no converting foreign limited liability company or foreign limited partnership that has made the filing is required to file a certificate of cancellation under Section 15909.07 or 17708.06 as a result of that conversion. If a converting entity is a foreign corporation qualified to transact business in this state, the foreign corporation shall, by virtue of the filing, automatically surrender its right to transact intrastate business. (Amended by Stats. 2022, Ch. 237, Sec. 7. (SB 49) Effective January 1, 2023.)
  94. 1158.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    When a conversion takes effect, the converted entity must mail written notice of the conversion to all known creditors and claimants within 90 days.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1158. (a) An entity that converts into another entity pursuant to this chapter is for all purposes other than for the purposes of Part 10 (commencing with Section 17001) of, Part 10.20 (commencing with Section 18401) of, and Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code, the same entity that existed before the conversion. (b) Upon a conversion taking effect, all of the following apply: (1) All the rights and property, whether real, personal, or mixed, of the converting entity or converting corporation are vested in the converted entity or converted corporation. (2) All debts, liabilities, and obligations of the converting entity or converting corporation continue as debts, liabilities, and obligations of the converted entity or converted corporation. (3) All rights of creditors and liens upon the property of the converting entity or converting corporation shall be preserved unimpaired and remain enforceable against the converted entity or converted corporation to the same extent as against the converting entity or converting corporation as if the conversion had not occurred. (4) Any action or proceeding pending by or against the converting entity or converting corporation may be continued against the converted entity or converted corporation as if the conversion had not occurred. (c) A shareholder of a converting corporation is liable for: (1) All obligations of the converting corporation for which the shareholder was personally liable before the conversion, but only to the extent that the shareholder was personally liable for the obligations of the converting corporation before the conversion. (2) All obligations of the converted entity incurred after the conversion takes effect if (A) the shareholder becomes a general partner of a converted entity that is a general or limited partnership and, as a general partner, has liability under the laws under which the converted entity is organized or under the converted entity’s governing documents or (B) the shareholder becomes a holder of other interests in the converted entity and, as a holder, has liability under the laws under which the converted entity is organized or under the converted entity’s governing documents. (d) A shareholder of a converted corporation remains liable for any and all obligations of the converting entity for which the shareholder was personally liable before the conversion, but only to the extent that the shareholder was personally liable for the obligations of the converting entity prior to the conversion. (e) If a party to a transaction with a converted corporation that converted from a partnership reasonably believes when entering into the transaction that a shareholder of the converted corporation continues to be a general partner of the converting entity after the conversion is effective, and the shareholder was a general partner of the partnership that converted into the converted corporation, the shareholder is liable for an obligation incurred by the converted corporation within 90 days after the conversion takes effect. The shareholder’s liability for all other obligations of the converted corporation incurred after the conversion takes effect is that of a shareholder of a corporation. (f) The converted entity shall cause written notice of the conversion to be given by mail within 90 days after the effective date of the conversion to all known creditors and claimants whose addresses appear on the records of the converting entity. Failure to comply with this subdivision shall not affect the validity of the conversion, extend the 90-day period set forth in subdivision (e), or otherwise affect the rights of a creditor or claimant under this section. (Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)
  95. 1159.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. )

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    Shareholders of a converting corporation get the Chapter 13 rights of certain reorganization shareholders, and the converting corporation gets the Chapter 13 obligations of a corporation in that reorganization context.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 11.5. Conversions [1150 - 1159] ( Chapter 11.5 added by Stats. 2002, Ch. 480, Sec. 6. ) ## 1159. The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares (Section 152), and the converting corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of a corporation involved in the reorganization. Solely for purposes of applying the provisions of Chapter 13 (and not for purposes of Chapter 12), a conversion pursuant to Section 1151 or 1157 shall be deemed to constitute a reorganization. (Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)
  96. 116.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section says this division does not change the rules in subdivision (h) of Section 25102 or the conditions for an exemption under that subdivision.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 116. Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption under that subdivision. (Repealed and added by Stats. 1975, Ch. 682.)
  97. 117.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    A required vote of each class of outstanding shares counts as that vote even if voting rights are limited or restricted, unless the rule expressly limits it to voting shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 117. Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the voting rights thereof, unless expressly limited to voting shares. (Added by Stats. 1976, Ch. 641.)
  98. 118.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines when notice is considered given or sent, unless another rule in the division says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 118. Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following: (a) The time a written notice by mail is deposited in the United States mails, postage prepaid. (b) The time any other written notice, including facsimile, telegram, or electronic mail message, is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient. (c) The time any oral notice is communicated, in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or wireless, to the recipient, including the recipient’s designated voice mailbox or address on the system, or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. (Amended by Stats. 2006, Ch. 538, Sec. 78. Effective January 1, 2007.)
  99. 119.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section lets a corporation ratify certain otherwise lawful corporate actions that were not compliant, or that were thought not to be compliant, and lets the superior court validate them in some cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 119. (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by the superior court, in accordance with the provisions of this section. (2) Except as otherwise determined by the superior court pursuant to subdivision (e), a ratification or validation of a corporate action in accordance with this section is conclusive in the absence of fraud. (3) This section does not limit the authority of the board, the shareholders, or the corporation to effect any other lawful means of ratification or validation of a corporate action or correction of a record. (4) No corporate action may be ratified under subdivision (b) by a dissolved corporation or a foreign corporation, and no petition may be filed under subdivision (e) in respect of any corporate action or security of such a corporation. (5) This section shall not be used to ratify or validate any corporate action in respect of any of the following: (A) Noncompliance with subdivision (a) of Section 309. (B) Noncompliance with subdivision (a) or (b) of Section 310. (C) Noncompliance with Section 315. (D) Noncompliance with subdivision (a) of Section 500. (E) Noncompliance with Section 501. (b) (1) (A) A ratification of a corporate action pursuant to this section, other than a ratification relating to the election of the initial directors pursuant to paragraph (2) of this subdivision, shall be approved by the board and, as applicable, approved by the shareholders or approved by the outstanding shares in accordance with any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation is a party that is applicable to the type of corporate action proposed to be ratified and in effect at the time of the ratification, unless there are no shares outstanding and entitled to vote on the ratification at the time of the ratification, in which case the ratification shall be approved solely by the board, or a higher approval standard that was or would have been applicable to the original taking or purported taking of the corporate action, in which case the ratification shall be approved in accordance with such higher approval standard. In order to approve a ratification of a corporate action pursuant to this paragraph, the board and, as applicable, the shareholders or the outstanding shares shall adopt resolutions setting forth all of the following: (i) Each corporate action to be ratified. (ii) The date when each such corporate action was purportedly taken, and the date any such corporate action shall be deemed to have become effective pursuant to this section if different than the date the corporate action was purportedly taken. (iii) For a corporate action involving the purported issuance of shares, the number and type of shares purportedly issued and the date or dates upon which such shares were purported to have been issued. (iv) The nature of the noncompliance or purported noncompliance of each such corporate action. (v) A statement that the ratification of each such corporate action is approved. (B) The votes of any shares issued, or purportedly issued, pursuant to any corporate action being ratified shall be disregarded for all purposes of approval of the ratification as required by this subdivision, including, but not limited to, for the purpose of determining a quorum at a meeting of shareholders or required class vote. (2) If the corporate action to be ratified relates to the election of the initial directors pursuant to Section 210, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may approve that ratification by adopting resolutions setting forth all of the following: (A) The name of the person or persons who first took action in the name of the corporation as the initial directors of the corporation. (B) The earlier of the date on which such persons first took such action or were purported to have been elected as the initial directors, and the date on which such person or persons shall be deemed to have become the initial directors of the corporation pursuant to this section if different than the date of such first action or purported election, as applicable. (C) That the ratification of the election of such person or persons as the initial directors is approved. (c) Notice of any ratification of a corporate action pursuant to this section shall be given promptly after ratification pursuant to subdivision (b) to each shareholder and holder of shares purportedly issued at the time of the ratification, regardless of whether approval of the shareholders or of the outstanding shares is required for the ratification. The notice shall be given as provided in subdivision (b) of Section 601 and shall include a copy of any resolutions adopted pursuant to subdivision (b) and a copy of this section. If a corporation that is subject to the reporting requirements of Section 13 or 15(d) of the federal Securities Exchange Act of 1934 includes the disclosures required by this section in a report, proxy statement, or information statement filed with or furnished to the Securities and Exchange Commission, notice shall be deemed given when that report or statement is filed with or furnished to the Securities and Exchange Commission. (d) (1) If a corporate action ratified pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such ratification would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the ratification, the corporation shall file a certificate of ratification to make, amend, or correct each such instrument. The certificate of ratification shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of ratification shall consist of an officers’ certificate setting forth all of the following: (A) The name of the corporation and the Secretary of State’s file number of the corporation. (B) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of ratification. (C) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the ratification approved pursuant to the resolutions set forth in the certificate of ratification would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the ratification. (D) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (E) A statement that the certificate of ratification is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of ratification pursuant to this subparagraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (F) A statement that the ratification has been approved pursuant to subdivision (b), a copy of the resolutions adopted pursuant to subdivision (b) in respect of the ratification including, in the case of the ratification of any corporate action involving the purported issuance of shares, the number and type of shares purportedly issued and the date or dates upon which such shares were purported to have been issued and, if applicable, a statement of the total number of outstanding shares of each class entitled to vote with respect to the ratification. (G) A statement that the number of shares of each class voting in favor of the ratification equaled or exceeded the vote required, specifying the percentage vote required of each class entitled to vote. (2) The office of the Secretary of State may, in its discretion, refuse to file any certificate of ratification if the instrument would render prior filings with the Secretary of State inaccurate, ambiguous, or unintelligible. Upon refusal of the Secretary of State to file a certificate of ratification pursuant to this subdivision, the corporation shall seek validation pursuant to subdivision (e). (e) (1) Upon the filing of a petition by an authorized person, the superior court of the proper county shall have jurisdiction in equity to determine the validity of any corporate action (whether or not such corporate action is a ratification or has been the subject of any ratification) or security of the corporation, validate and declare effective any such corporate action or security of the corporation, and declare the date any such corporate action or security of the corporation shall be deemed to have become effective or valid, as applicable, pursuant to this section. (2) This section does not prescribe or circumscribe the facts and circumstances the superior court may consider or which remedies the superior court may grant in exercising its jurisdiction under this section, except as described in this subdivision. The superior court may make any order concerning the corporate action as justice and equity may require. (3) Any petition relating to a ratification taken or proposed to be taken pursuant to this section shall be filed not later than 180 days after the notice required by subdivision (c) is given, except this paragraph shall not apply to an action asserting that a ratification was not accomplished in accordance with this section or to any person to whom notice of the ratification was required to have been given pursuant to subdivision (c), but to whom such notice was not given. (4) For purposes of this subdivision, the proper county shall be the county where the principal office of the corporation is located or, if the principal office is not located in this state, in the county in which the corporation’s agent for service of process is located. (5) Service of the petition under paragraph (1) upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the superior court to adjudicate the matter. The superior court may require notice of the action to be provided to other persons specified by the court and permit those other persons to intervene in the action. (6) For purposes of this subdivision, “authorized person” means the corporation, any successor entity to the corporation, any director, any shareholder or holder of shares purportedly issued, any shareholder or holder of shares purportedly issued as of the time of a corporate action ratified pursuant to this section, or any other person, so long as the other person claims to be substantially and adversely affected by the ratification of a corporate action pursuant to this section. (7) Any petition seeking validation of a corporate action shall identify every pending legal proceeding of which the petitioner is aware and in which (A) the validity of the corporate action is being directly challenged or (B) the validation of the corporate action would result in the dismissal of the proceeding in whole or in part. If the petitioner becomes aware of any additional such legal proceeding, the petitioner shall amend, or, to the extent required by applicable rules, move for leave to amend, the petition within 10 court days to identify each such proceeding. Identification of a proceeding shall include the venue or forum in which the proceeding was filed, any case number or other unique identifier assigned to the proceeding in that venue or forum, the names of the parties to the proceeding, and the date on which the proceeding was filed. (f) If a corporate action validated by the superior court pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such validation would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the validation, the corporation shall file a certificate of validation to make, amend, or correct each such instrument. The certificate of validation shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of validation shall consist of an officers’ certificate setting forth all of the following: (1) The name of the corporation and the Secretary of State’s file number of the corporation. (2) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of validation. (3) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the validation ordered pursuant to the superior court order set forth in the certificate of validation would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the validation. (4) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (5) A statement that the certificate of validation is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of validation pursuant to this paragraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (6) A statement that the validation has been ordered pursuant to subdivision (e), and a copy of the superior court order issued pursuant to subdivision (e) in respect of such validation. (g) Unless otherwise stated in resolutions adopted pursuant to subdivision (b) or determined by the superior court pursuant to subdivision (e), a corporate action or security of the corporation ratified or validated in accordance with this section relates back to the date of the original corporate action. (h) As used in this section: (1) “Corporate action” means any of the following: (A) Any action or purported action of the board. (B) Any action or purported action of the shareholders. (C) Any other action or transaction taken, or purportedly taken, by or on behalf of the corporation, including, but not limited to, any issuance, or purported issuance, of securities of the corporation. (2) “Higher approval standard” means any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation was a party in effect at the time of the original taking or purported taking of a corporate action: (A) Requiring action of the board or shareholders, at a meeting or by written consent, to be taken by a proportion greater than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (B) Requiring a greater proportion of the directors or shareholders to constitute a quorum for the transaction of business at a meeting than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (C) Requiring, prohibiting, or prescribing conditions on action of the board or shareholders at a meeting or by written consent, which would not have been required, prohibited, or prescribed pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (D) Requiring separate action of the holders of any class or series of the corporation’s shares or of directors elected, appointed, or nominated by the holders of any class or series of the corporation’s shares voting as a class or series, which would not have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section, unless no shares of that class or series are outstanding at the time of the ratification of the corporate action pursuant to this section. (E) Requiring separate action of the holders of securities of the corporation other than shares, which would not have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section, unless those securities are not outstanding at the time of the ratification of the corporate action pursuant to this section. (F) Requiring separate action of any specified person or persons, which would not have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (3) “Security” means a share, option, or other security of a corporation. (i) The corporation shall retain all records related to the ratification or validation of a corporate action under this section in accordance with Section 1500. (j) If the corporation is a party to a pending legal proceeding in which (1) the validity of a corporate action sought to be ratified or validated pursuant to this section is at issue or (2) the ratification or validation of a corporate action pursuant to this section would result in the dismissal in whole or in part of the proceeding, the corporation shall notify the judge, arbitrator, or other person presiding over the proceeding at least 10 court days prior to adopting resolutions pursuant to subdivision (b) or filing a petition pursuant to subdivision (e) with respect to that corporate action. That person shall have power to stay the ratification or validation as justice and equity may require. (Added by Stats. 2022, Ch. 217, Sec. 2. (SB 218) Effective January 1, 2023.)
  100. 12.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

    Verify source ↗

    In this section, the masculine gender is read to include the feminine and neuter.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 12. The masculine gender includes the feminine and neuter. (Enacted by Stats. 1947, Ch. 1038.)
  101. 12.2.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. )

    Verify source ↗

    “Spouse” includes a registered domestic partner for this code section.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 12.2. “Spouse” includes “registered domestic partner,” as required by Section 297.5 of the Family Code. (Added by Stats. 2016, Ch. 50, Sec. 19. (SB 1005) Effective January 1, 2017.)
  102. 1200.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain reorganizations and share exchange tender offers must be approved by the relevant board(s).

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. ) ## 1200. A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by the board of: (a) Each constituent corporation in a merger reorganization; (b) The acquiring corporation in an exchange reorganization; (c) The acquiring corporation and the corporation whose property and assets are acquired in a sale-of-assets reorganization; (d) The acquiring corporation in a share exchange tender offer (Section 183.5); and (e) The corporation in control of any constituent or acquiring domestic or foreign corporation or other business entity under subdivision (a), (b) or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization (a “parent party”). (Amended by Stats. 1999, Ch. 437, Sec. 11. Effective January 1, 2000.)
  103. 12000.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. CHAMBERS OF COMMERCE, BOARDS OF TRADE, MECHANICS' INSTITUTES, ETC. [12000- 12000.] ( Part 1 repealed and added by Stats. 1978, Ch. 1305. )

    Verify source ↗

    Corporations covered by this section are treated as organized under different corporate laws depending on whether they have capital stock.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. CHAMBERS OF COMMERCE, BOARDS OF TRADE, MECHANICS' INSTITUTES, ETC. [12000- 12000.] ( Part 1 repealed and added by Stats. 1978, Ch. 1305. ) ## 12000. Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be organized under: (a) The General Corporation Law (Division 1 (commencing with Section 100) of this title), if the corporation is organized with capital stock. (b) The Nonprofit Mutual Benefit Corporation Law (Part 3 (commencing with Section 7110) of Division 2 of this title) if the corporation is organized without capital stock. (Repealed and added by Stats. 1978, Ch. 1305.)
  104. 1201.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section sets when shareholders must approve the principal terms of a reorganization, and gives the board limited power to abandon the proposal.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. ) ## 1201. (a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of each class of each corporation the approval of whose board is required under Section 1200, except as provided in subdivision (b) and except that (unless otherwise provided in the articles) no approval of any class of outstanding preferred shares of the surviving or acquiring corporation or parent party shall be required if the rights, preferences, privileges, and restrictions granted to or imposed upon that class of shares remain unchanged (subject to the provisions of subdivision (c)). For the purpose of this subdivision, two classes of common shares differing only as to voting rights shall be considered as a single class of shares. (b) No approval of the outstanding shares (Section 152) is required by subdivision (a) in the case of any corporation if that corporation, or its shareholders immediately before the reorganization, or both, shall own (immediately after the reorganization) equity securities, other than any warrant or right to subscribe to or purchase those equity securities, of the surviving or acquiring corporation or a parent party (subdivision (e) of Section 1200) possessing more than five-sixths of the voting power of the surviving or acquiring corporation or parent party. In making the determination of ownership by the shareholders of a corporation, immediately after the reorganization, of equity securities pursuant to the preceding sentence, equity securities which they owned immediately before the reorganization as shareholders of another party to the transaction shall be disregarded. For the purpose of this section only, the voting power of a corporation shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote but not assuming the exercise of any warrant or right to subscribe to or purchase those shares. (c) Notwithstanding subdivision (b), the principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of the surviving corporation in a merger reorganization if any amendment is made to its articles that would otherwise require that approval. (d) Notwithstanding subdivision (b), the principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of any class of a corporation that is a party to a merger or sale-of-assets reorganization if holders of shares of that class receive shares of the surviving or acquiring corporation or parent party having different rights, preferences, privileges, or restrictions than those surrendered. Shares in a foreign corporation received in exchange for shares in a domestic corporation have different rights, preferences, privileges, and restrictions within the meaning of the preceding sentence. (e) Notwithstanding subdivisions (a) and (b), the principal terms of a reorganization shall be approved by the affirmative vote of at least two-thirds of each class, or a greater vote if required in the articles, of the outstanding shares (Section 152) of any close corporation if the reorganization would result in their receiving shares of a corporation that is not a close corporation. However, the articles may provide for a lesser vote, but not less than a majority of the outstanding shares of each class. (f) Notwithstanding subdivisions (a) and (b), the principal terms of a reorganization shall be approved by at least two-thirds of each class, or a greater vote if required in the articles, of the outstanding shares (Section 152) of a corporation that is a party to a merger reorganization if holders of shares receive shares of a surviving social purpose corporation in the merger. (g) Notwithstanding subdivisions (a) and (b), the principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of any class of a corporation that is a party to a merger reorganization if holders of shares of that class receive interests of a surviving other business entity in the merger. (h) Notwithstanding subdivisions (a) and (b), the principal terms of a reorganization shall be approved by all shareholders of any class or series if, as a result of the reorganization, the holders of that class or series become personally liable for any obligations of a party to the reorganization, unless all holders of that class or series have the dissenters’ rights provided in Chapter 13 (commencing with Section 1300). (i) Any approval required by this section may be given before or after the approval by the board. Notwithstanding approval required by this section, the board may abandon the proposed reorganization without further action by the shareholders, subject to the contractual rights, if any, of third parties. (Amended by Stats. 2022, Ch. 617, Sec. 22. (SB 1202) Effective January 1, 2023.)
  105. 1201.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain share exchange tender offers need approval by the outstanding shares of each affected class, unless an exception applies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. ) ## 1201.5. (a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the outstanding shares (Section 152) of each class of the corporation making the tender offer or whose shares are to be used in the tender offer, except as provided in subdivision (b) and except that (unless otherwise provided in the articles) no approval of any class of outstanding preferred shares of either corporation shall be required, if the rights, preferences, privileges, and restrictions granted to or imposed upon that class of shares remain unchanged. For the purpose of this subdivision, two classes of common shares differing only as to voting rights shall be considered as a single class of shares. (b) No approval of the outstanding shares (Section 152) is required by subdivision (a) in the case of any corporation if the corporation, or its shareholders immediately before the tender offer, or both, shall own (immediately after the completion of the share exchange proposed in the tender offer) equity securities, (other than any warrant or right to subscribe to or purchase the equity securities), of the corporation making the tender offer or of the corporation whose shares were used in the tender offer, possessing more than five-sixths of the voting power of either corporation. In making the determination of ownership by the shareholders of a corporation, immediately after the tender offer, of equity securities pursuant to the preceding sentence, equity securities which they owned immediately before the tender offer as shareholders of another party to the transaction shall be disregarded. For the purpose of this section only, the voting power of a corporation shall be calculated by assuming the conversion of all equity securities convertible (immediately or at some future time) into shares entitled to vote but not assuming the exercise of any warrant or right to subscribe to, or purchase, shares. (Amended by Stats. 1990, Ch. 616, Sec. 2.)
  106. 1202.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section requires shareholder approval for certain merger reorganizations, including unanimous approval in one cancellation-without-consideration case and class-specific approval in some preferred-share distribution cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. ) ## 1202. (a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of a corporation if the agreement of merger provides that all the outstanding shares of that corporation are canceled without consideration in the merger. (b) In addition to the requirements of Section 1201, if the terms of a merger reorganization or sale-of-assets reorganization provide that a class or series of preferred shares is to have distributed to it a lesser amount than would be required by applicable article provisions, the principal terms of the reorganization shall be approved by the same percentage of outstanding shares of that class or series which would be required to approve an amendment of the article provisions to provide for the distribution of that lesser amount. (c) If a parent party within the meaning of Section 1200 is a foreign corporation (other than a foreign corporation to which subdivision (a) of Section 2115 is applicable), any requirement or lack of a requirement for approval by the outstanding shares of the foreign corporation shall be based, not on the application of Sections 1200 and 1201, but on the application of the laws of the state or place of incorporation of the foreign corporation. (Added by Stats. 1988, Ch. 919, Sec. 7.)
  107. 1203.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    In certain Interested Party Proposals, a written fairness opinion must be delivered to shareholders or the board at specified times, and later competing proposals trigger notice and withdrawal opportunities.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 12. Reorganizations [1200 - 1203] ( Chapter 12 added by Stats. 1975, Ch. 682. ) ## 1203. (a) If a tender offer, including a share exchange tender offer (Section 183.5), or a written proposal for approval of a reorganization subject to Section 1200 or for a sale of assets subject to subdivision (a) of Section 1001 is made to some or all of a corporation’s shareholders by an interested party (herein referred to as an “Interested Party Proposal”), an affirmative opinion in writing as to the fairness of the consideration to the shareholders of that corporation shall be delivered as follows: (1) If no shareholder approval or acceptance is required for the consummation of the transaction, the opinion shall be delivered to the corporation’s board of directors not later than the time that consummation of the transaction is authorized and approved by the board of directors. (2) If a tender offer is made to the corporation’s shareholders, the opinion shall be delivered to the shareholders at the time that the tender offer is first made in writing to the shareholders. However, if the tender offer is commenced by publication and tender offer materials are subsequently mailed or otherwise distributed to the shareholders, the opinion may be omitted in that publication if the opinion is included in the materials distributed to the shareholders. (3) If a shareholders’ meeting is to be held to vote on approval of the transaction, the opinion shall be delivered to the shareholders with the notice of the meeting (Section 601). (4) If consents of all shareholders entitled to vote are solicited in writing (Section 603), the opinion shall be delivered at the same time as that solicitation. (5) If the consents of all shareholders are not solicited in writing, the opinion shall be delivered to each shareholder whose consent is solicited prior to that shareholder’s consent being given, and to all other shareholders at the time they are given the notice required by subdivision (b) of Section 603. For purposes of this section, the term “interested party” means a person who is a party to the transaction and (A) directly or indirectly controls the corporation that is the subject of the tender offer or proposal, (B) is, or is directly or indirectly controlled by, an officer or director of the subject corporation, or (C) is an entity in which a material financial interest (subdivision (a) of Section 310) is held by any director or executive officer of the subject corporation. For purposes of the preceding sentence, “any executive officer” means the president, any vice president in charge of a principal business unit, division, or function such as sales, administration, research, development, or finance, and any other officer or other person who performs a policymaking function or has the same duties as those of a president or vice president. The opinion required by this subdivision shall be provided by a person who is not affiliated with the offeror and who, for compensation, engages in the business of advising others as to the value of properties, businesses, or securities. The fact that the opining person previously has provided services to the offeror or a related entity or is simultaneously engaged in providing advice or assistance with respect to the proposed transaction in a manner which makes its compensation contingent on the success of the proposed transaction shall not, for those reasons, be deemed to affiliate the opining person with the offeror. Nothing in this subdivision shall limit the applicability of the standards of review of the transaction in the event of a challenge thereto under Section 310 or subdivision (c) of Section 1312. This subdivision shall not apply to an Interested Party Proposal if the corporation that is the subject thereof does not have shares held of record by 100 or more persons (determined as provided in Section 605), or if the transaction has been qualified under Section 25113 or 25121 and no order under Section 25140 or subdivision (a) of Section 25143 is in effect with respect to that qualification. (b) If a tender of shares or a vote or written consent is being sought pursuant to an Interested Party Proposal and a later tender offer or written proposal for a reorganization subject to Section 1200 or sale of assets subject to subdivision (a) of Section 1001 that would require a vote or written consent of shareholders is made to the corporation or its shareholders (herein referred to as a “Later Proposal”) by any other person at least 10 days prior to the date for acceptance of the tendered shares or the vote or notice of shareholder approval on the Interested Party Proposal, then each of the following shall apply: (1) The shareholders shall be informed of the Later Proposal and any written material provided for this purpose by the later offeror shall be forwarded to the shareholders at that offeror’s expense. (2) The shareholders shall be afforded a reasonable opportunity to withdraw any vote, consent, or proxy previously given before the vote or written consent on the Interested Party Proposal becomes effective, or a reasonable time to withdraw any tendered shares before the purchase of the shares pursuant to the Interested Party Proposal. For purposes of this subdivision, a delay of 10 days from the notice or publication of the Later Proposal shall be deemed to provide a reasonable opportunity or time to effect that withdrawal. (Amended by Stats. 1990, Ch. 216, Sec. 9.)
  108. 12200.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section names this part the Cooperative Corporation Law and says it is mainly for organizing and operating cooperatives.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12200. This part shall be known as the Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of cooperatives, including, but not limited to, consumer cooperatives, worker cooperatives, and cooperatives formed for the purpose of recycling or treating hazardous waste that elect to incorporate under its provisions. (Amended by Stats. 2015, Ch. 192, Sec. 3. (AB 816) Effective January 1, 2016.)
  109. 12201.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A corporation under this part may be formed for any lawful purpose, but it must operate mainly for the mutual benefit of its members as patrons.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12201. Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part for any lawful purpose provided that it shall be organized and shall conduct its business primarily for the mutual benefit of its members as patrons of the corporation. The earnings, savings, or benefits of the corporation shall be used for the general welfare of the members or shall be proportionately and equitably distributed to some or all of its members or its patrons, based upon their patronage (Section 12243) of the corporation, in the form of cash, property, evidences of indebtedness, capital credits, memberships, or services. Such corporations are democratically controlled and are not organized to make a profit for themselves, as such, or for their members, as such, but primarily for their members as patrons (Section 12243). (Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  110. 12201.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A worker cooperative must apportion and distribute net earnings and losses as its articles of incorporation or bylaws specify, and patronage distributions must be allocated among members by patronage ratio.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12201.5. (a) Notwithstanding Section 12201, the net earnings and losses of a worker cooperative shall be apportioned and distributed at the time and in the manner specified in the articles of incorporation or bylaws. (b) Net earnings declared as patronage distributions with respect to a period of time, and paid to a creditor or member, shall be apportioned among the members in accordance with the ratio that each member’s patronage during the period bears to total patronage by all members during the period. (c) The apportionment, distribution, and payment of net earnings required by subdivision (a) may be paid in cash, credits, written notices of allocation, or capital stock issued by the worker cooperative. (Added by Stats. 2015, Ch. 192, Sec. 4. (AB 816) Effective January 1, 2016.)
  111. 12202.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section says which corporations this part applies to, and protects existing corporations and existing liabilities from being undone by later repeal, reenactment, or amendment.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12202. (a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in effect immediately prior to January 1, 1984. (b) The existence of corporations formed or existing on the date of enactment of this part shall not be affected by the enactment or reenactment of this part or by any change in the requirements for the formation of corporations or by the amendment or repeal of the laws under which they were formed or created. (c) Neither the repeal of Part 2 (commencing with Section 12200) of Division 3 of Title 1 as in effect immediately prior to January 1, 1984, nor the reenactment or amendment of this part shall impair or take away any existing liability or cause of action against any corporation, its members, shareholders, directors, or officers incurred prior to the enactment of this part. (Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  112. 12203.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The definitions in this part govern how this part is interpreted, unless the provisions or the context require otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. Title, Purposes and Application of Part [12200 - 12203] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12203. Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part. (Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  113. 12210.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A corporation may be sued under the Code of Civil Procedure.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12210. A corporation may be sued as provided in the Code of Civil Procedure. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  114. 12211.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    Any corporation is subject to the Code of Civil Procedure provisions that authorize attachment of corporate property, as a condition of existing as a corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12211. Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment of corporate property. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  115. 12212.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The Secretary of State’s fees for filing instruments for corporations are set elsewhere in the Government Code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12212. The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  116. 12213.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A filed agreement, certificate, or other instrument may be corrected by filing a certificate of correction, but the correction cannot rewrite an adopted resolution or create an amendment that would not have met the part’s requirements when originally filed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12213. Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact contained therein, any defect in the execution thereof or any other error or defect contained therein, by filing a certificate of correction entitled “Certificate of Correction of ____ (insert here the title of the agreement, certificate or other instrument to be corrected and the name of the corporation or corporations).” However, no such certificate of correction shall alter the wording of any resolution which was in fact adopted by the board or the members or delegates or effect a corrected amendment of articles which amendment as so corrected would not in all respects have complied with the requirements of this part, at the time of filing of the agreement, certificate or other instrument being corrected. Such certificate of correction shall be signed and verified or acknowledged as provided in this part with respect to the agreement, certificate or other instrument being corrected. It shall set forth the following: (a) The name or names of the corporation or corporations. (b) The date the agreement, certificate or other instrument being corrected was filed. (c) The provision in the agreement, certificate or other instrument as corrected and, if the execution was defective, wherein it was defective. The filing of the certificate of correction shall not alter the effective time of the agreement, certificate or other instrument being corrected, which shall remain as its original effective time, and such filing shall not affect any right or liability accrued or incurred before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having such right has not detrimentally relied on the original instrument. (Amended by Stats. 1983, Ch. 792, Sec. 1.)
  117. 12214.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The Secretary of State must file qualifying instruments, and some documents may be set to take effect on a future date.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12214. (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 the date of filing shall be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date, other than instruments filed pursuant to Section 12220.5, or, unless in the judgment of the Secretary of State, the filing is intended to be coordinated with the filing of some other corporate document which cannot be filed. The Secretary of State shall file a document as of any requested future date not more than 90 days after its receipt, including a Saturday, Sunday, or legal holiday, if the document is received in the Secretary of State’s office at least one business day prior to the requested date of filing. An instrument does not fail to conform to law because it is not accompanied by the full filing fee if the unpaid portion of the fee does not exceed the limits established by the policy of the Secretary of State for extending credit in these cases. (b) If the Secretary of State determines that an instrument submitted for filing or otherwise submitted does not conform to law and returns it to the person submitting it, the instrument may be resubmitted accompanied by a written opinion of the member of the State Bar of California submitting the instrument, or representing the person submitting it, to the effect that the specific provision of the instrument objected to by the Secretary of State does conform to law and stating the points and authorities upon which the opinion is based. The Secretary of State shall rely, with respect to any disputed point of law, other than the application of Section 12302, upon that written opinion in determining whether the instrument conforms to law. The date of filing in that case shall be the date the instrument is received on resubmission. (c) Any instrument filed with respect to a corporation, other than original articles or instruments filed pursuant to Section 12220.5, may provide that it is to become effective not more than 90 days subsequent to its filing date. In case such a delayed effective date is specified, the instrument may be prevented from becoming effective by a certificate stating that by appropriate corporate action it has been revoked and is null and void, executed in the same manner as the original instrument and filed before the specified effective date. In the case of a merger agreement, the certificate revoking the earlier filing need only be executed on behalf of one of the constituent corporations. If no revocation certificate is filed, the instrument becomes effective on the date specified. (d) Any instrument submitted to the Secretary of State for filing pursuant to this part by a domestic corporation or foreign corporation that is qualified to transact business in California under Section 2105 shall include the entity name and number as they exist on the Secretary of State’s records. (Amended by Stats. 2024, Ch. 80, Sec. 32. (SB 1525) Effective January 1, 2025.)
  118. 12214.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The Secretary of State may cancel a filing if the payment check or remittance is not honored, and must send written notice before cancellation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12214.5. The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give written notice of the applicability of this section and the cancellation date which shall be not less than 20 days from the date of mailing the written notice as certified by the Secretary of State, to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent before the date of cancellation as stated in the written notice of cancellation, the cancellation shall thereupon be effective. (Amended by Stats. 2022, Ch. 617, Sec. 73. (SB 1202) Effective January 1, 2023.)
  119. 12214.6.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    If certain filing defaults and prior penalty conditions are met, the corporation is suspended unless it files the required statement, and the Secretary of State must send notices and notify the Franchise Tax Board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12214.6. (a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement pursuant to Section 12570 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 12670 for the same filing period of the prior year, shall be subject to suspension pursuant to this section rather than to a penalty under Section 12670. (b) When subdivision (a) is applicable, the Secretary of State shall mail a notice to the corporation informing the corporation that its corporate powers, rights, and privileges will be suspended 60 days from the date of the notice if the corporation does not file the statement required by Section 12570. (c) If the 60-day period expires without the delinquent corporation filing the required statement, the Secretary of State shall notify the Franchise Tax Board of the suspension, and mail a notice of the suspension to the corporation. Following completion of these notification requirements, except for the purpose of amending the articles of incorporation to set forth a new name or filing an application for exempt status, the corporate powers, rights, and privileges of the corporation are suspended. (d) A statement required by Section 12570 may be filed, notwithstanding suspension of the corporate powers, rights, and privileges under this section or under provisions of the Revenue and Taxation Code. Upon the filing of a statement under Section 12570, by a corporation that has been suspended pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension, unless the corporation is held in suspension by the Franchise Tax Board pursuant to Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. (Added by Stats. 1996, Ch. 589, Sec. 45. Effective January 1, 1997.)
  120. 12215.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    In this part, “mailing” generally means first-class mail with postage prepaid, unless registered mail or another form of mail is specified or allowed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12215. Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered mail includes certified mail. (Amended by Stats. 1983, Ch. 792, Sec. 2.)
  121. 12216.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    If the articles give a member more than one vote on a matter, majority/proportion rules in certain sections are based on votes entitled to be cast. Members disqualified from voting are not counted for quorum or the vote required to approve that matter.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12216. If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority or other proportion of members mean, as to such matters, a majority or other proportion of the votes entitled to be cast. Whenever members are disqualified from voting on any matter, they shall not be counted for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, that matter under any other provision of this part or the articles or bylaws. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  122. 12217.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    In this part, a corporation’s financial statements means statements made under GAAP or another accounting basis that reasonably shows assets, liabilities, income, and expenses, and identifies the accounting basis used.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12217. All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis of accounting which reasonably sets forth the assets and liabilities and the income and expenses of the corporation and discloses the accounting basis used in their preparation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  123. 12218.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “independent accountant” for this part of the Corporations Code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12218. As used in this part, “independent accountant” means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  124. 12219.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines when a notice is treated as given or sent.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12219. Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient; or the time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  125. 12220.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    Certain newsletters, magazines, or similar member mailings count as written notice or report if they are properly addressed and mailed postage prepaid by first or second class mail, or delivered to the member.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12220. A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report pursuant to this part when addressed and mailed postage prepaid by first or second class mail or delivered to the member, or in the case of members who are residents of the same household and who have the same address on the books of the corporation, when addressed and mailed postage prepaid by first or second class mail or delivered to one of such members, at the address appearing on the books of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  126. 12220.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section lets certain otherwise lawful but noncompliant corporate actions be ratified or validated, subject to board/member approval, notice, filing, and court procedures.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12220.5. (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by the superior court, in accordance with the provisions of this section. (2) Except as otherwise determined by the superior court pursuant to subdivision (e), a ratification or validation of a corporate action in accordance with this section is conclusive in the absence of fraud. (3) This section does not limit the authority of the board, the members, or the corporation to effect any other lawful means of ratification or validation of a corporate action or correction of a record. (4) No corporate action may be ratified under subdivision (b) by a dissolved corporation or a foreign corporation, and no petition may be filed under subdivision (e) in respect of any corporate action of such a corporation. (5) This section shall not be used to ratify or validate any corporate action in respect of any of the following: (A) Noncompliance with subdivision (a) of Section 12371. (B) Noncompliance with subdivision (a) or (b) of Section 12373. (C) Noncompliance with Section 12375. (b) (1) A ratification of a corporate action pursuant to this section, other than a ratification relating to the election of the initial directors pursuant to paragraph (2) of this subdivision, shall be approved by the board and, as applicable, approved by the members in accordance with any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation is a party that is applicable to the type of corporate action proposed to be ratified and in effect at the time of the ratification, unless there are no members entitled to vote on the ratification at the time of the ratification, in which case the ratification shall be approved solely by the board, or a higher approval standard that was or would have been applicable to the original taking or purported taking of the corporate action, in which case the ratification shall be approved in accordance with such higher approval standard. In order to approve a ratification of a corporate action pursuant to this paragraph, the board and, as applicable, the members shall adopt resolutions setting forth all of the following: (A) Each corporate action to be ratified. (B) The date when each such corporate action was purportedly taken, and the date any such corporate action shall be deemed to have become effective pursuant to this section if different than the date the corporate action was purportedly taken. (C) The nature of the noncompliance or purported noncompliance of each such corporate action. (D) A statement that the ratification of each such corporate action is approved. (2) If the corporate action to be ratified relates to the election of the initial directors pursuant to Section 12316, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may approve that ratification by adopting resolutions setting forth all of the following: (A) The name of the person or persons who first took action in the name of the corporation as the initial directors of the corporation. (B) The earlier of the date on which such persons first took such action or were purported to have been elected as the initial directors, and the date on which such person or persons shall be deemed to have become the initial directors of the corporation pursuant to this section if different than the date of such first action or purported election, as applicable. (C) That the ratification of the election of such person or persons as the initial directors is approved. (c) Notice of any ratification of a corporate action pursuant to this section shall be given promptly after ratification pursuant to subdivision (b) to each member, regardless of whether approval of the members is required for the ratification. The notice shall be given as provided in subdivision (b) of Section 12461 and shall include a copy of any resolutions adopted pursuant to subdivision (b) and a copy of this section. (d) (1) If a corporate action ratified pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such ratification would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the ratification, the corporation shall file a certificate of ratification to make, amend, or correct each such instrument. The certificate of ratification shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of ratification shall consist of an officers’ certificate setting forth all of the following: (A) The name of the corporation and the Secretary of State’s file number of the corporation. (B) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of ratification. (C) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the ratification approved pursuant to the resolutions set forth in the certificate of ratification would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the ratification. (D) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (E) A statement that the certificate of ratification is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of ratification pursuant to this subparagraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (F) A statement that the ratification has been approved pursuant to subdivision (b), a copy of the resolutions adopted pursuant to subdivision (b) in respect of the ratification. (2) The office of the Secretary of State may, in its discretion, refuse to file any certificate of ratification if the instrument would render prior filings with the Secretary of State inaccurate, ambiguous, or unintelligible. Upon refusal of the Secretary of State to file a certificate of ratification pursuant to this subdivision, the corporation shall seek validation pursuant to subdivision (e). (e) (1) Upon the filing of a petition by an authorized person, the superior court of the proper county shall have jurisdiction in equity to determine the validity of any corporate action (whether or not such corporate action is a ratification or has been the subject of any ratification), validate and declare effective any such corporate action, and declare the date any such corporate action shall be deemed to have become effective or valid, as applicable, pursuant to this section. (2) This section does not prescribe or circumscribe the facts and circumstances the superior court may consider or which remedies the superior court may grant in exercising its jurisdiction under this section, except as described in this subdivision. The superior court may make any order concerning the corporate action as justice and equity may require. (3) Any petition relating to a ratification taken or proposed to be taken pursuant to this section shall be filed not later than 180 days after the notice required by subdivision (c) is given, except this paragraph shall not apply to an action asserting that a ratification was not accomplished in accordance with this section or to any person to whom notice of the ratification was required to have been given pursuant to subdivision (c), but to whom such notice was not given. (4) For purposes of this subdivision, the proper county shall be the county where the principal office of the corporation is located or, if the principal office is not located in this state, in the county in which the corporation’s agent for service of process is located. (5) Service of the petition under paragraph (1) upon the registered agent of the corporation shall be deemed to be service upon the corporation, and no other party need be joined in order for the superior court to adjudicate the matter. The superior court may require notice of the action to be provided to other persons specified by the court and permit those other persons to intervene in the action. (6) For purposes of this subdivision, “authorized person” means the corporation, any successor entity to the corporation, any director, any member, or any other person, so long as the other person claims to be substantially and adversely affected by the ratification of a corporate action pursuant to this section. (7) Any petition seeking validation of a corporate action shall identify every pending legal proceeding of which the petitioner is aware and in which (A) the validity of the corporate action is being directly challenged or (B) the validation of the corporate action would result in the dismissal of the proceeding in whole or in part. If the petitioner becomes aware of any additional such legal proceeding, the petitioner shall amend, or, to the extent required by applicable rules, move for leave to amend, the petition within 10 court days to identify each such proceeding. Identification of a proceeding shall include the venue or forum in which the proceeding was filed, any case number or other unique identifier assigned to the proceeding in that venue or forum, the names of the parties to the proceeding, and the date on which the proceeding was filed. (f) If a corporate action validated by the superior court pursuant to this section would have required the filing of an instrument with the Secretary of State pursuant to the provisions of this division, or if such validation would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect after giving effect to the validation, the corporation shall file a certificate of validation to make, amend, or correct each such instrument. The certificate of validation shall have the effect as specified therein, and shall be filed with the Secretary of State. A certificate of validation shall consist of an officers’ certificate setting forth all of the following: (1) The name of the corporation and the Secretary of State’s file number of the corporation. (2) The title of any such instrument whose making, amendment, or correction is being effected by the certificate of validation. (3) The date any such instrument was filed with the Secretary of State, or a statement that any such instrument was not previously filed with the Secretary of State and, as applicable, a statement that the validation ordered pursuant to the superior court order set forth in the certificate of validation would cause any such instrument to be inaccurate or incomplete in any material respect after giving effect to the validation. (4) The date any such instrument shall be deemed to have become effective pursuant to this section, which may be prior to or after the filing date. (5) A statement that the certificate of validation is making, amending, or correcting any such instrument, as applicable, and a copy of any such instrument containing all of the information required to be included under this division for such instrument to be so made, amended, or corrected. An instrument attached to a certificate of validation pursuant to this paragraph need not be separately executed and acknowledged and need not include any statement required by any other section of this division that such instrument has been approved and adopted in accordance with the provisions of such other section. (6) A statement that the validation has been ordered pursuant to subdivision (e), and a copy of the superior court order issued pursuant to subdivision (e) in respect of such validation. (g) Unless otherwise stated in resolutions adopted pursuant to subdivision (b) or determined by the superior court pursuant to subdivision (e), a corporate action or security of the corporation ratified or validated in accordance with this section relates back to the date of the original corporate action. (h) As used in this section: (1) “Corporate action” means any of the following: (A) Any action or purported action of the board. (B) Any action or purported action of the members. (C) Any other action or transaction taken, or purportedly taken, by or on behalf of the corporation. (2) “Higher approval standard” means any provision set forth in this division or the articles, bylaws, or a plan or agreement to which the corporation was a party in effect at the time of the original taking or purported taking of a corporate action: (A) Requiring action of the board or members, at a meeting or by written consent, to be taken by a proportion greater than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (B) Requiring a greater proportion of the directors or members to constitute a quorum for the transaction of business at a meeting than would have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (C) Requiring, prohibiting, or prescribing conditions on action of the board or members at a meeting or by written consent, which would not have been required, prohibited, or prescribed pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (D) Requiring separate action of any specified person or persons, which would not have been required pursuant to this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the ratification of the corporate action pursuant to this section. (i) The corporation shall retain all records related to the ratification or validation of a corporate action under this section in accordance with Section 12590. (j) If the corporation is a party to a pending legal proceeding in which (1) the validity of a corporate action sought to be ratified or validated pursuant to this section is at issue or (2) the ratification or validation of a corporate action pursuant to this section would result in the dismissal in whole or in part of the proceeding, the corporation shall notify the judge, arbitrator, or other person presiding over the proceeding at least 10 court days prior to adopting resolutions pursuant to subdivision (b) or filing a petition pursuant to subdivision (e) with respect to that corporate action. That person shall have power to stay the ratification or validation as justice and equity may require. (Added by Stats. 2023, Ch. 151, Sec. 4. (SB 446) Effective January 1, 2024.)
  127. 12221.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    “Acknowledged” is defined to mean either formal acknowledgment under the Civil Code reference, or a signed written declaration by the people executing the instrument.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12221. “Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code; or (b) Accompanied by a declaration in writing signed by the persons executing the same that they are such persons and that the instrument is the act and deed of the person or persons executing the same. Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  128. 12222.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines when something is considered approved by the board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12222. “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under Section 12352. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  129. 12223.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines what counts as approval by a majority of all members.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12223. “Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 12463) of a majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a majority of the outstanding memberships of each class, unit, or grouping of members entitled, by any provision of the articles or bylaws of this part to vote as a class, unit, or grouping of members on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion, including all of the votes of the memberships of any class, unit, or grouping of members if such greater proportion is required by the bylaws or by this part. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  130. 12224.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines when member approval exists: a majority vote at a quorum meeting, a compliant written ballot, or a higher vote threshold if the bylaws or this part require it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12224. “Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or written ballot in conformity with Section 12463 or by the affirmative vote or written ballot of such greater proportion of the votes of the memberships of any class, unit, or grouping of members as may be provided in the bylaws or in this part for all or any specified member action. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  131. 12225.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines “Articles” to include articles of incorporation, amendments, amended articles, restated articles, and certificates of incorporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12225. “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  132. 12226.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    “Bylaws” includes amendments to bylaws and bylaws as amended.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12226. “Bylaws” includes amendments thereto and amended bylaws. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  133. 12227.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines “board” as the corporation’s board of directors.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12227. “Board” means the board of directors of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  134. 12228.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    “Business corporation” means a corporation defined by Section 162 of the General Corporation Law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12228. “Business corporation” means a corporation as defined in Section 162 of the General Corporation Law. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  135. 12228.3.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section defines “capital account cooperative” as a worker cooperative with member capital accounts reflecting the entire net book value, plus any unallocated capital account.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12228.3. “Capital account cooperative” is a worker cooperative in which the entire net book value is reflected in member capital accounts, one for each member, and an unallocated capital account, if any. (Added by Stats. 2015, Ch. 192, Sec. 5. (AB 816) Effective January 1, 2016.)
  136. 12228.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    For this part, references to “chairperson of the board” are treated as references to all permissible titles for a chair of the board, except in Section 12353.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12228.5. For the purposes of this part, all references to “chairperson of the board,” other than in Section 12353, shall be deemed to refer to all permissible titles for a chair of the board, as permitted by Section 12353. (Amended by Stats. 2022, Ch. 617, Sec. 74. (SB 1202) Effective January 1, 2023.)
  137. 12229.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “Chapter” as a chapter of this part unless the text says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12229. “Chapter” refers to a chapter of this part unless otherwise expressly stated. (Amended by Stats. 1983, Ch. 792, Sec. 3.)
  138. 12230.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “Class” for cooperative corporation memberships.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12230. “Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights with respect to voting, dissolution, redemption, distributions and transfer. For the purpose of this section, rights shall be considered the same if they are determined by a formula applied uniformly. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  139. 12230.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “collective board worker cooperative” as a worker cooperative with only one class of members: worker-members, and all of those members must be on the board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12230.5. “Collective board worker cooperative” means a worker cooperative in which there is only one class of members consisting of worker-members, all of whom are members of the board. (Added by Stats. 2015, Ch. 192, Sec. 6. (AB 816) Effective January 1, 2016.)
  140. 12231.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Constituent corporation” means a corporation merged with one or more other corporations, including the surviving corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12231. “Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  141. 12232.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    In this part, “corporation” means a corporation organized under or subject to this part, including a central organization.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12232. “Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization. (Amended by Stats. 1983, Ch. 792, Sec. 4.)
  142. 12233.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “directors” for cooperative corporations and excludes people without authority to act as governing-body members.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12233. “Directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. “Directors” also means alternate directors described in Section 12331. A person who does not have authority to act as a member of the governing body of the corporation, including through voting rights as a member of the governing body, is not a director as that term is used in this part regardless of title. However, if the articles or bylaws designate that a natural person is a director or a member of the governing body of the corporation by reason of occupying a specified position within or outside the corporation, that person shall be a director for all purposes and shall have the same rights and obligations, including voting rights, as the other directors. (Amended by Stats. 2009, Ch. 631, Sec. 38. (AB 1233) Effective January 1, 2010.)
  143. 12234.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “disappearing corporation” as a constituent corporation that is not the surviving corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12234. “Disappearing corporation” means a constituent corporation which is not the surviving corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  144. 12235.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “Distribution” as gains, profits, or dividends paid to a member as such, and excludes patronage distributions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12235. “Distribution” means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  145. 12236.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “domestic corporation” as a corporation formed under the laws of this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12236. “Domestic corporation” means a corporation formed under the laws of this state. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  146. 12237.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “foreign corporation” by reference to Section 171.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12237. “Foreign corporation” means a foreign corporation as defined in Section 171. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  147. 12238.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines several cooperative-corporation terms, including “member,” “worker-member,” “community investor,” “worker,” and “candidate,” and says a non-natural-person member may authorize natural persons to vote on its behalf in writing.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12238. (a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors, or possesses proprietary interests in the corporation. (b) The articles or bylaws may confer some or all of the rights of a member, set forth in this part, upon any person or persons who do not have any of the voting rights referred to in subdivision (a). (c) Where a member of a corporation is not a natural person, such member may authorize in writing one or more natural persons to vote on its behalf on any or all matters which may require a vote of the members. (d) A person is not a member by virtue of any of the following: (1) Any rights such person has as a delegate. (2) Any rights such person has to designate or select a director or directors. (3) Any rights such person has as a director. (e) “Worker-member” means a member of a worker cooperative who is a natural person and also a patron of a worker cooperative. (f) “Community investor” means a person who is not a worker-member and who holds a share or other proprietary interest in a worker cooperative. (g) “Worker” means a natural person contributing labor or services to a worker cooperative. “Candidate” means a worker who is being considered for membership in a worker cooperative, as defined in the corporation’s articles or bylaws. (Amended by Stats. 2015, Ch. 192, Sec. 7. (AB 816) Effective January 1, 2016.)
  148. 12239.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Membership” means the rights a member has under the corporation’s articles, bylaws, and this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12239. A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this part. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  149. 12240.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “membership certificate” as a document showing a proprietary interest in a corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12240. “Membership certificate,” as used in this part, means a document evidencing a proprietary interest in a corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  150. 12241.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Officers’ certificate” means a certificate signed and verified by specified officers of the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12241. “Officers’ certificate” means a certificate signed and verified by the chair of the board, the president, or any vice president, and by the secretary, the chief financial officer, the treasurer, or any assistant secretary or assistant treasurer. (Amended by Stats. 2009, Ch. 631, Sec. 39. (AB 1233) Effective January 1, 2010.)
  151. 12242.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “On the certificate” for this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12242. “On the certificate,” as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on the face. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  152. 12242.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “other business entity” and lists the entity types included in that term.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12242.5. “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance as set forth in Article 16 (commencing with Section 1550) of Chapter 3 of Part 2 of Division 1 of the Insurance Code. As used herein, “general partnership” means a “partnership” as defined in Section 16101; “business trust” means a business organization formed as a trust; “real estate investment trust” means a “real estate investment trust” as defined in subsection (a) of Section 856 of the Internal Revenue Code of 1986, as amended; and “unincorporated association” has the meaning set forth in Section 18035. (Amended by Stats. 2024, Ch. 361, Sec. 8. (AB 1862) Effective January 1, 2025.)
  153. 12242.6.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Parent party” means the corporation that controls a constituent domestic or foreign corporation or other business entity in a merger covered by Section 12540.1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12242.6. “Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred, or exchanged in a merger pursuant to Section 12540.1. (Added by Stats. 1999, Ch. 437, Sec. 23.7. Effective January 1, 2000.)
  154. 12243.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines who counts as a cooperative corporation’s “patrons” and how “patronage” is measured, including special rules for worker cooperatives.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12243. (a) (1) If the corporation is organized to provide goods or services to its members, the corporation’s “patrons” are those who purchase those types of goods from, or use those types of services of, the corporation. If the corporation is organized to market, process, or otherwise handle its members’ products or services, the corporation’s “patrons” are those persons whose products or services are so marketed, processed, or handled by the corporation. (2) “Patronage” of a patron is measured by the volume or value, or both, of a patron’s purchases of products from, and use of services furnished by, the corporation, and by products and services provided by the patron to the corporation for marketing. (b) (1) If the corporation is organized as a worker cooperative, the corporation’s “patrons” are its worker-members. (2) If the corporation is organized as a worker cooperative, “patronage” may be measured by work performed, including, but not limited to, wages earned, number of hours worked, number of jobs created, or some combination of these measures. (Amended by Stats. 2015, Ch. 192, Sec. 8. (AB 816) Effective January 1, 2016.)
  155. 12244.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “patronage distribution” as a transfer to a patron of the corporation, calculated by reference to the patron’s patronage.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12244. “Patronage distribution” means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron’s patronage of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  156. 12245.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “person” broadly to include many kinds of entities and individuals, unless another provision specifically says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12245. “Person,” unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership, domestic or foreign limited liability company, government or political subdivision, agency or instrumentality of a government. (Amended by Stats. 1994, Ch. 1010, Sec. 66. Effective January 1, 1995.)
  157. 12245.2.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Preferred memberships” means memberships that get priority over other memberships for asset distribution on liquidation or for distributions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12245.2. “Preferred memberships” means memberships that have a preference over any other memberships with respect to distribution of assets on liquidation or with respect to payment of distributions. (Added by Stats. 2013, Ch. 538, Sec. 1. (AB 1255) Effective January 1, 2014.)
  158. 12246.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Proper county” means the county where the corporation’s principal office in California is located, or Sacramento County if there is no such office.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12246. “Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of Sacramento. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  159. 12246.2.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “series” of memberships as memberships in the same class that share the same rights and related terms, except where they differ in one or more of those terms.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12246.2. “Series” of memberships means memberships within a class of memberships that have the same rights, privileges, preferences, restrictions, and conditions, but that differ in one or more rights, privileges, preferences, restrictions, or conditions from other memberships within the class. Certificated securities and uncertificated securities do not constitute a different series if the only difference is certificated and uncertificated status. (Added by Stats. 2013, Ch. 538, Sec. 2. (AB 1255) Effective January 1, 2014.)
  160. 12247.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Shareholder” means the same as “member” under Section 12238.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12247. “Shareholder” shall have the same meaning as “member” as defined in Section 12238. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  161. 12248.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Share certificate” means the same as “membership certificate” defined in Section 12240.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12248. “Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12240. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  162. 12249.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “surviving corporation” as the corporation that results when one or more other corporations are merged into it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12249. “Surviving corporation” means a corporation into which one or more other corporations are merged. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  163. 12250.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “vacancy” for the board as an authorized director position that is currently unfilled.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12250. “Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death, resignation, removal, change in the number of directors authorized in the articles or bylaws (by the board or the members), or otherwise. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  164. 12251.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines when a document is “verified.”

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12251. “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the same in either: (a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the place where it is executed to administer oaths; or (b) A declaration in writing executed by them under penalty of perjury and stating the date and place (whether within or without this state) of execution. Any affidavit sworn to without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  165. 12252.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Vote” includes authorization by written consent and authorization by written ballot.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12252. “Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to Section 12463. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  166. 12253.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “voting power” and limits community investor voting power in a worker cooperative to specified approval rights.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12253. (a) “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some condition or event that has not yet occurred. (b) If different classes of memberships are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors that the memberships in question (whether of one or more classes) have the power to elect in an election at which all memberships then entitled to vote for the election of any directors are voted. (c) Community investor voting power in a worker cooperative shall be provided in the articles or bylaws, and is limited to approval rights only over a merger, sale of major assets, reorganization, or dissolution. Approval rights shall not include the right to propose any action. (Amended by Stats. 2015, Ch. 192, Sec. 9. (AB 816) Effective January 1, 2016.)
  167. 12253.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    This section defines “worker cooperative” or “employment cooperative” and says the corporation must include worker-members who are natural persons; it also says the election does not create a presumption that workers are employees, and at least 51% of the workers must be worker-members or candidates.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12253.5. “Worker cooperative” or “employment cooperative” means a corporation formed under this part that includes a class of worker-members who are natural persons whose patronage consists of labor contributed to or other work performed for the corporation. Election to be organized as a worker cooperative or an employment cooperative does not create a presumption that workers are employees of the corporation for any purposes. At least 51 percent of the workers shall be worker-members or candidates. (Added by Stats. 2015, Ch. 192, Sec. 10. (AB 816) Effective January 1, 2016.)
  168. 12254.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication authorized by the code.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12254. “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code. (Amended by Stats. 2004, Ch. 254, Sec. 35. Effective January 1, 2005.)
  169. 12255.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A ballot distributed at a special or regular meeting of members is not a “written ballot.”

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12255. “Written ballot” does not include a ballot distributed at a special or regular meeting of members. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  170. 12256.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A central organization is defined as a corporation whose membership includes, in whole or in part, other corporations organized under this part.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. General Provisions and Definitions [12210 - 12256] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12256. A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part. (Added by Stats. 1983, Ch. 792, Sec. 7.)
  171. 12300.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    Persons may form a cooperative corporation by filing articles of incorporation, and the articles must be signed by the named initial directors or, if none are named, by the incorporators.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12300. (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) Where initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles. Where initial directors are not named in the articles, the articles shall be signed by a person or persons described in subdivision (a) who thereupon are the incorporators of the corporation. (c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles. (Amended by Stats. 1983, Ch. 792, Sec. 8.)
  172. 12301.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    An existing unincorporated association may convert to a corporation if it is properly authorized under its rules and procedures.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12301. (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its rules and procedures. (b) In addition to the matters required to be set forth in the articles pursuant to Section 12310, the articles in the case of an incorporation authorized by subdivision (a) shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles. (c) The articles filed pursuant to this section shall be accompanied by a verified statement of any two officers or governing board members of the association stating that the incorporation of the association by means of the articles to which the verified statement is attached has been approved by the association in accordance with its rules and procedures. (d) Upon the change of status of an unincorporated association to a corporation pursuant to subdivision (a), the property of the association becomes the property of the corporation and the members of the association who have any voting rights of the type referred to in Section 12238 become members of the corporation. (e) The filing for record in the office of the county recorder of any county in this state in which any of the real property of the association is located, of a copy of the articles of incorporation filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the corporation of all interests of the association in and to the real property located in that county. (f) All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the unincorporated association may be prosecuted to judgment, which shall bind the corporation, or the corporation may be proceeded against or substituted in its place. (g) If a corporation is organized by a person who is or was an officer, director or member of an unincorporated association and such corporation is not organized pursuant to subdivision (a), the unincorporated association may continue to use its name and the corporation may not use a name which is the same as or similar to the name of the unincorporated association. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  173. 12302.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The Secretary of State cannot file certain corporation names, and applicants may request a 60-day name reservation if the fee is paid and the name is allowed.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12302. (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto. (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: (1) The name of any corporation. (2) The name of any foreign corporation authorized to transact intrastate business in this state. (3) Each name that is under reservation pursuant to this title. (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. (5) An alternate name of a foreign corporation under subdivision (b) of Section 2106. (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. (c) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. (d) Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b). (Amended by Stats. 2022, Ch. 617, Sec. 75. (SB 1202) Effective January 1, 2023.)
  174. 12302.1.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The Secretary of State must not file articles for a corporation if its name falls within the prohibitions in Financial Code Section 18104.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 3. Formation [12300 - 12302.1] ( Article 3 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12302.1. The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the Financial Code. This section shall not apply to articles filed for a corporation organized in accordance with Section 18100 of the Financial Code. (Added by Stats. 1999, Ch. 453, Sec. 23. Effective January 1, 2000.)
  175. 12310.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A cooperative corporation’s articles of incorporation must include specific required information, such as the corporation’s name, service agent, addresses, member voting/proprietary rules, and the required cooperative statement.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12310. The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: “This corporation is a cooperative corporation organized under the Cooperative Corporation Law. The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the law.” [The articles may include a further description of the corporation’s purpose.] (c) The name and street address in this state of the corporation’s initial agent for service of process in accordance with subdivision (b) of Section 12570. (d) The initial street address of the corporation. (e) The initial mailing address of the corporation, if different from the initial street address. (f) Whether the voting power or the proprietary interests of the members are equal or unequal. If the voting power or proprietary interests of the members are unequal, the articles shall state either (i) the general rule or rules by which the voting power and proprietary interests of the members shall be determined or (ii) that such rule or rules shall be prescribed in the corporation’s bylaws. Equal voting power means voting power apportioned on the basis of one vote for each member. Equal proprietary rights means property rights apportioned on the basis of one proprietary unit for each member. (g) Pursuant to Section 12310.5, the articles of incorporation may state whether the cooperative has elected to be governed as a worker cooperative. (Amended by Stats. 2015, Ch. 192, Sec. 11. (AB 816) Effective January 1, 2016.)
  176. 12310.5.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    A corporation in this part may elect worker cooperative status by including the required statement in its articles or amended articles. If it makes that election, it must follow all provisions of this part unless expressly exempted.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12310.5. (a) A corporation organized under this part may elect to be governed as a worker cooperative by making the following statement in its articles of incorporation or its amended articles of incorporation: “This corporation is a worker cooperative corporation organized under the Cooperative Corporation Law.” (b) A corporation that makes the election to be governed as a worker cooperative, unless expressly exempted, shall be governed by all the provisions of this part. (Added by Stats. 2015, Ch. 192, Sec. 12. (AB 816) Effective January 1, 2016.)
  177. 12311.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    Cooperative corporations must include “cooperative” in their names, and corporations must use a word or abbreviation showing they are corporations. Others are generally barred from using “cooperative” in business names, with listed exceptions and grandfather rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12311. (a) The names of all corporations formed under this part shall include “cooperative.” No corporation shall be formed under this part unless there is affixed or prefixed to its name some word or abbreviation which will indicate that it is a corporation, as distinguished from a natural person, a firm, or an unincorporated association. (b) No person shall adopt or use the word “cooperative” or any abbreviation or derivation thereof, or any word similar thereto, as part of the name or designation under which it does business in this state, unless incorporated as provided in this part or unless incorporated as a nonprofit cooperative association under Chapter 1 (commencing with Section 54001) of Division 20 of the Food and Agricultural Code, as a stock cooperative, as defined in Section 11003.2 of the Business and Professions Code, as a limited-equity housing cooperative, as defined in Section 817 of the Civil Code, as a credit union or organization owned for the mutual benefit of credit unions, or under some other law of this state enabling it to do so. However, the foregoing prohibition shall be inapplicable to any credit union or organization owned for the mutual benefit of credit unions, any housing cooperative, the financing of which is insured, guaranteed, or provided, in whole or in part, by a public or statutorily chartered entity pursuant to a program created for housing cooperatives, a nonprofit corporation, a majority of whose membership is composed of cooperative corporations, or an academic institution that serves cooperative corporations. (c) A domestic or foreign corporation or association which did business in this state under a name or designation including the word “cooperative” prior to September 19, 1939, and which conducts business on a cooperative basis substantially as set forth in this part, may continue to do business under that name or designation. (d) Any person, firm, individual, partnership, trust, domestic corporation, foreign corporation, or association which did business in this state under a name or designation including the word “cooperative” prior to September 19, 1939, but which does not conduct business on a cooperative basis as contemplated by Section 12201 of this part, may continue to do business under that name or designation if the words “not organized under the law relating to cooperative corporations” are always placed immediately after the name or designation wherever it is used. (e) Any foreign corporation, organized under and complying with the cooperative law of the state or other jurisdiction of its creation, may use the term “cooperative” in this state if it has complied with the laws of this state applicable to foreign corporations, insofar as those laws are applicable to it, and if it is doing business on a cooperative basis as contemplated by Section 12201. (Amended by Stats. 2011, Ch. 442, Sec. 28. (AB 1211) Effective January 1, 2012.)
  178. 12312.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

    Verify source ↗

    The articles of incorporation may include a statement that limits the corporation’s purposes or powers.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12312. The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  179. 12313.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    The articles of incorporation may include certain optional provisions, but they are only effective if expressly stated in the articles.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12313. (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) A provision limiting the duration of the corporation’s existence to a specified date. (2) A provision providing for the distribution of the remaining assets of the corporation, after payment or adequate provision for all of its debts and liabilities, to a charitable trust. (b) Nothing contained in subdivision (a) shall affect the enforceability, as between the parties thereto, of any lawful agreement not otherwise contrary to public policy. (c) The articles of incorporation may set forth any or all of the following provisions: (1) The names and addresses of the persons appointed to act as initial directors. (2) Provisions concerning the transfer of memberships, in accordance with Section 12410. (3) The classes of members, if any, and if there are two or more classes, the rights, privileges, preferences, restrictions, and conditions attaching to each class. (4) Any other provision, not in conflict with law, for the management of the activities and for the conduct of the affairs of the corporation, including any provision which is required or permitted by this part to be stated in the bylaws. (5) A provision conferring upon members the right to determine the consideration for which memberships shall be issued. (6) A provision authorizing the board of directors, within any limits or restrictions stated, to fix the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued class of memberships authorized in the bylaws or the articles. (7) If the bylaws or articles authorize a class of memberships to be divisible into series, a provision authorizing the board of directors, within any limits or restrictions stated, to fix the rights, privileges, preferences, restrictions, and conditions attaching to any wholly unissued series of a membership class authorized to be divisible into series, and to fix the number of memberships in the series and the designation of the series. As to any series, the number of which is authorized to be fixed by the board, the articles may also authorize the board to increase or decrease, but not below the number of memberships then outstanding, the number of memberships of any such series subsequent to the issuance of that series. Unless the articles or bylaws provide otherwise, in case the number of memberships of any series is decreased, the memberships constituting this decrease shall resume the status which they had prior to the adoption of the board resolution originally fixing the number of memberships of the series. (Amended by Stats. 2013, Ch. 538, Sec. 3. (AB 1255) Effective January 1, 2014.)
  180. 12314.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A central organization’s articles of incorporation may set unequal member voting power, but no member may have fewer than one vote.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12314. The articles of incorporation of a central organization, as defined in Section 12256, organized under or subject to this part may provide for unequal voting power of its members based upon the number of its members’ members, the patronage of its members, or both. In no event shall any member have less than one vote. (Amended by Stats. 1983, Ch. 792, Sec. 10.)
  181. 12315.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A Secretary of State–certified copy of a corporation’s articles is conclusive evidence of formation and prima facie evidence of corporate existence, except in quo warranto actions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12315. For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  182. 12316.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    If the articles of incorporation do not name initial directors, the incorporators may take the steps needed to organize the corporation until directors are elected.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12316. If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers, until the directors are elected. (Added by Stats. 1983, Ch. 792, Sec. 11.)
  183. 12317.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    Worker cooperatives may set up as capital account cooperatives, and capital account cooperatives may use articles or bylaws to manage unallocated capital accounts, redemptions, and interest credits, subject to limits on redemptions that would create director or officer liability.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 4. Articles of Incorporation [12310 - 12317] ( Article 4 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12317. (a) A worker cooperative may, in its articles or bylaws, establish itself as a capital account cooperative. (b) The articles or bylaws of a capital account cooperative may authorize assignment of a portion of retained net earnings and net losses to an unallocated capital account. The unallocated capital account in a capital account cooperative shall reflect any paid-in capital and retained net earnings not allocated to individual members. Earnings assigned to the unallocated capital account may be used for any and all corporate purposes, as determined by the board of directors. (c) The system of member and unallocated capital accounts may be used to determine the redemption price of member shares, capital stock, and written notices of allocation. The articles or bylaws may provide for the capital account cooperative worker cooperative to pay or credit interest on the balance in each member’s capital account. (d) The articles or bylaws of a capital account cooperative may permit the periodic redemption of written notices of allocation and capital stock and shall provide for recall and redemption of membership shares upon termination of membership in the cooperative. However, no redemption may occur that would result in the liability of any director or officer pursuant to Article 3 (commencing with Section 12370) of Chapter 2. (e) As used in this section, “written notice of allocation” has the same meaning as defined in Section 1388 (b) of the Internal Revenue Code. (Amended by Stats. 2018, Ch. 92, Sec. 48. (SB 1289) Effective January 1, 2019.)
  184. 12320.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 5. Powers [12320 - 12321] ( Article 5 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A corporation may exercise broad powers to run its activities, subject to its articles, bylaws, and other applicable laws.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 5. Powers [12320 - 12321] ( Article 5 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12320. Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a corporation, in carrying out its activities, shall have all of the powers of a natural person, including, without limitation, the power to: (a) Adopt, use, and at will alter a corporate seal, but failure to affix a seal does not affect the validity of any instrument. (b) Adopt, amend, and repeal bylaws. (c) Qualify to conduct its activities in any other state, territory, dependency, or foreign country. (d) Issue, purchase, redeem, receive, take or otherwise acquire, own, sell, lend, exchange, transfer or otherwise dispose of, pledge, use, and otherwise deal in and with its own memberships, bonds, debentures, notes, and debt securities. (e) Pay pensions, and establish and carry out pension, deferred compensation, saving, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for any or all of its directors, officers, employees, and persons providing services to it or any of its subsidiary or related or associated corporations, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of such plans, trusts, or provisions. (f) Issue certificates evidencing membership in accordance with the provisions of Section 12401 and issue identity cards to identify those persons eligible to use the corporation’s facilities. (g) Levy dues, assessments, and membership and transfer fees. (h) Make donations for the public welfare or for community funds, hospital, charitable, educational, scientific, civic, religious, or similar purposes. (i) Assume obligations, enter into contracts, including contracts of guarantee or suretyship, incur liabilities, borrow or lend money or otherwise use its credit, and secure any of its obligations, contracts, or liabilities by mortgage, pledge, or other encumbrance of all or any part of its property and income. (j) Participate with others in any partnership, joint venture, or other association, transaction, or arrangement of any kind whether or not such participation involves sharing or delegation of control with or to others. (k) Act as trustee under any trust incidental to the principal objects of the corporation, and receive, hold, administer, exchange, and expend funds and property subject to such trust. (l) Carry on a business at a profit and apply any profit that results from the business activity to any activity in which it may lawfully engage. (m) (1) In anticipation of or during an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (h) of Section 12331: (A) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent resulting from the emergency. (B) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (2) During an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (h) of Section 12331: (A) Give notice to a director or directors in any practicable manner under the circumstances, including, but not limited to, by publication and radio, when notice of a meeting of the board cannot be given to that director or directors in the manner prescribed by the bylaws or Section 12351. (B) Deem that one or more officers of the corporation present at a board meeting is a director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum for that meeting. (3) In anticipation of or during an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the members, unless the required vote of the members was obtained prior to the emergency. (4) Any actions taken in good faith in anticipation of or during an emergency under this subdivision bind the corporation and shall not be used to impose liability on a corporate director, officer, employee, or agent. (5) For purposes of this subdivision, “emergency” means any of the following events or circumstances as a result of which, and only so long as, a quorum of the corporation’s board of directors cannot be readily convened for action: (A) A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak, or, regardless of cause, any fire, flood, or explosion. (B) An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or upon receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent. (C) An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government functions, or population, including, but not limited to, mass evacuations. (D) A state of emergency proclaimed by the Governor of this state, including any person serving as Governor in accordance with Section 10 of Article V of the California Constitution and Section 12058 of the Government Code, or by the President of the United States of America. (Amended by Stats. 2021, Ch. 523, Sec. 19. (AB 663) Effective January 1, 2022.)
  185. 12321.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 5. Powers [12320 - 12321] ( Article 5 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    The section says certain limits on a cooperative corporation’s activities, purposes, powers, and authority generally cannot be used against the corporation or its officers/directors in disputes with third parties, except in specified proceedings. It also says authorized or ratified contracts and conveyances can bind the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 5. Powers [12320 - 12321] ( Article 5 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12321. (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630) and 17 (commencing with Section 12650) shall be asserted as between the corporation or member, officer or director and any third person, except in a proceeding: (1) by a member or the state to enjoin the doing or continuation of unauthorized activities by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, (2) to dissolve the corporation, or (3) by the corporation or by a member suing in any representative suit against the officers or directors of the corporation for violation of their authority. (b) Any contract or conveyance made in the name of a corporation which is authorized or ratified by the board, or is done within the scope of authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board’s authority is limited by law other than this part, binds the corporation, and the corporation acquires rights thereunder whether the contract is executed or wholly or in part executory. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  186. 12330.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section says bylaws can generally be adopted, amended, or repealed by the board or by member approval, but there are limits and extra approvals for certain changes.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12330. (a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board unless the action would do any of the following: (1) Materially and adversely affect the rights or obligations of members as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital. (2) Increase or decrease the number or members authorized in total or for any class. (3) Effect an exchange, reclassification or cancellation of all or part of the memberships. (4) Authorize a new class of membership. (b) Bylaws may be adopted, amended or repealed by approval of the members (Section 12224); provided, however, that adoption, amendment, or repeal also requires approval by the members of a class or series if that action would do any of the following: (1) Materially and adversely affect the rights or obligations of that class or series as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital, in a manner different than such action affects another class or another series within the same class. (2) Materially and adversely affect such class or series as to voting, dissolution, redemption, transfer, distributions, patronage distributions, patronage, property rights, or rights to repayment of contributed capital, by changing the rights, privileges, preferences, restrictions or conditions of another class or another series within the same class. (3) Increase or decrease the number of memberships authorized for the class. (4) Increase the number of memberships authorized for another class. (5) Effect an exchange, reclassification or cancellation of all or part of the memberships of the class or series. (6) Authorize a new class of memberships. (c) The articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws, subject to subdivision (e) of Section 12331. (d) Bylaws may also provide that repeal or amendment of those bylaws, or the repeal or amendment of specified portions of those bylaws, may occur only with the approval in writing of a specified person or persons other than the board or members. However, this approval requirement, unless the articles or the bylaws specify otherwise, shall not apply if any of the following circumstances exist: (1) The specified person or persons have died or ceased to exist. (2) If the right of the specified person or persons to approve is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist. (3) If the corporation has a specific proposal for amendment or repeal, and the corporation has provided written notice of that proposal, including a copy of the proposal, to the specified person or persons at the most recent address for each of them, based on the corporation’s records, and the corporation has not received written approval or nonapproval within the period specified in the notice, which shall not be less than 10 nor more than 30 days commencing at least 20 days after the notice has been provided. (Amended by Stats. 2013, Ch. 538, Sec. 4. (AB 1255) Effective January 1, 2014.)
  187. 12331.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section says cooperative corporation bylaws must state how many directors the corporation has, and may include a wide range of governance rules, including emergency provisions.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12331. (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation, or the method of determining the number of directors of the corporation, or that the number of directors shall be not less than a stated minimum or more than a stated maximum with the exact number of directors to be fixed, within the limits specified, by approval of the board or the members (Sections 12222 and 12224), in the manner provided in the bylaws, subject to subdivision (e). The number or minimum number of directors shall not be less than three. Alternate directors may be permitted, in which event, the bylaws shall specify the manner and times of their election and the conditions to their service in place of a director. (b) Once members have been admitted, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the members. (c) The bylaws may contain any provision, not in conflict with law or the articles, for the management of the activities and for the conduct of the affairs of the corporation, including, but not limited to: (1) Any provision referred to in subdivision (c) of Section 12313. (2) The time, place, and manner of calling, conducting, and giving notice of members’, directors’, and committee meetings, or of conducting mail ballots. (3) The qualifications, duties, and compensation of directors; the time of their election; and the requirements of a quorum for directors’ and committee meetings. (4) The appointment of committees, composed of directors or nondirectors or both, by the board or any officer and the authority of these committees. (5) The appointment, duties, compensation, and tenure of officers. (6) The mode of determination of members of record. (7) The making of reports and financial statements to members. (8) Setting, imposing, and collecting dues, assessments, and membership and transfer fees. (9) The time and manner of patronage distributions consistent with this part. (d) The bylaws may provide for eligibility, the manner of admission, withdrawal, suspension, and expulsion of members, and the suspension or termination of memberships consistent with the requirements of Section 12431. (e) The bylaws may require, for any or all corporate actions, the vote of a larger proportion of, or all of, the members or the members of any class, unit, or grouping of members or the vote of a larger proportion of, or all of, the directors, than is otherwise required by this part. A provision in the bylaws requiring a greater vote shall not be altered, amended, or repealed except by the greater vote, unless otherwise provided in the bylaws. (f) The bylaws may contain a provision limiting the number of members, in total or of any class or series, which the corporation is authorized to admit. (g) The bylaws may provide for the establishment by the corporation of a program for the education of its members, officers, employees, and the general public in the principles and techniques of cooperation. (h) (1) The bylaws may contain any provision, not in conflict with the articles, to manage and conduct the business affairs of the corporation effective only in an emergency as defined in Section 12320, including, but not limited to, procedures for calling a board meeting, quorum requirements for a board meeting, and designation of additional or substitute directors. (2) During an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the members, unless the required vote of the members was obtained prior to the emergency. (3) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency, and the emergency bylaws shall not be effective after the emergency ends. (4) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation, and shall not be used to impose liability on a corporate director, officer, employee, or agent. (Amended by Stats. 2021, Ch. 523, Sec. 20. (AB 663) Effective January 1, 2022.)
  188. 12332.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A corporation may authorize delegates in its bylaws, and delegates get one vote each and may not vote by proxy.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12332. A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set forth the delegates’ terms of office, any reasonable method for delegates’ selection and removal, and any reasonable method for calling, noticing, and holding meetings of delegates, may set forth the manner in which delegates may act by written ballot similar to Section 12463 for written ballot of members, and may set forth the manner in which delegates may participate in meetings of delegates similar to paragraph (6) of subdivision (a) of Section 12351. Unless delegates are directly elected by the membership, they shall be elected by a body or bodies directly elected by the membership. Each delegate shall have one vote on each matter presented for action. A delegate shall not vote by proxy. Delegates may be given a name other than “delegates.” (Amended by Stats. 2021, Ch. 523, Sec. 21. (AB 663) Effective January 1, 2022.)
  189. 12333.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A corporation may set its bylaws to allow member or delegate voting by chapter, other organizational unit, region, or other geographic grouping.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 6. Bylaws [12330 - 12333] ( Article 6 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12333. A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other geographic grouping. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  190. 12340.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 7. Location and Inspection of Articles and Bylaws [12340- 12340.] ( Article 7 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    Corporations must keep their articles and bylaws at their principal office in the state and make them available for member inspection during office hours.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 1. General Provisions, Organization and Bylaws [12200 - 12340] ( Chapter 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 7. Location and Inspection of Articles and Bylaws [12340- 12340.] ( Article 7 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12340. Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to inspection by the members at all reasonable times during office hours. If the corporation has no office in this state, it shall upon the written request of any member furnish to such member a copy of the articles or bylaws as amended to date. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  191. 12350.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    Each corporation must have a board of directors, and the board controls corporate affairs and powers, subject to the part, articles, bylaws, and member-approval limits.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12350. Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 12224), or by a majority of all members (Section 12223), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. (Amended by Stats. 1996, Ch. 589, Sec. 47. Effective January 1, 1997.)
  192. 12351.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section sets rules for board meetings of a cooperative corporation, including who may call meetings, when notice is required, quorum rules, voting, and written consents.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12351. (a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two directors. (2) Regular meetings of the board may be held without notice if the time and place of the meetings are fixed by the bylaws or the board. Special meetings of the board shall be held upon four days’ notice by first-class mail or 48 hours’ notice delivered personally or by telephone, including a voice messaging system or by electronic transmission by the corporation (Section 20). The articles or bylaws may not dispense with notice of a special meeting. A notice, or waiver of notice, need not specify the purpose of any regular or special meeting of the board. (3) Notice of a meeting need not be given to any director who provides a waiver of notice or consent to holding the meeting or an approval of the minutes thereof in writing, whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to that director. All waivers, consents, and approvals shall be filed with the corporate records or made a part of the minutes of the meetings. (4) A majority of the directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If the meeting is adjourned for more than 24 hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of the adjournment. (5) Meetings of the directors may be held at any place within or without the state which has been designated in the notice of the meeting or, if not stated in the notice or if there is no notice, designated in the bylaws or by resolution of the board. (6) Directors may participate in a meeting through use of conference telephone, electronic video screen communication, or electronic transmission by and to the corporation (Sections 20 and 21). Participation in a meeting through use of conference telephone or electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting as long as all directors participating in the meeting are able to hear one another. Participation in a meeting through use of electronic transmission by and to the corporation, other than conference telephone and electronic video screen communication pursuant to this subdivision constitutes presence in person at that meeting if both of the following apply: (A) Each director participating in the meeting can communicate with all of the other directors concurrently. (B) Each director is provided the means of participating in all matters before the board, including, without limitation, the capacity to propose, or to interpose an objection to, a specific action to be taken by the corporation. (7) A majority of the number of directors authorized in or pursuant to the articles or bylaws constitutes a quorum of the board for the transaction of business. The articles or bylaws may require the presence of one or more specified directors to constitute a quorum of the board to transact business, as long as the death or nonexistence of a specified director or the death or nonexistence of the person or persons otherwise authorized to appoint or designate a director does not prevent the corporation from transacting business in the normal course of events. The articles or bylaws may not provide that a quorum shall be less than one-fifth the number of directors authorized in or pursuant to the articles or bylaws, or less than two, whichever is larger. (8) Subject to the provisions of Sections 12352, 12373, 12374, and subdivision (e) of Section 12377, every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present is the act of the board. The articles or bylaws may not provide that a lesser vote than a majority of the directors present at a meeting is the act of the board. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for the meeting, or a greater number as is required by this division, the articles or bylaws. (b) Any action required or permitted to be taken by the board may be taken without a meeting, if all directors shall individually or collectively consent in writing to that action. Such written consent or consents shall be filed with the minutes of the proceedings of the board. The action by written consent shall have the same force and effect as a unanimous vote of the directors. (c) Each director shall have one vote on each matter presented to the board of directors for action. A director shall not vote by proxy. (Amended by Stats. 2020, Ch. 370, Sec. 40. (SB 1371) Effective January 1, 2021.)
  193. 12352.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    The board may create committees and delegate some board powers to them, but committees exercising board authority must be made up only of directors, and certain powers cannot be delegated.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12352. (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more directors, to serve at the pleasure of the board. Appointments to such committees shall be by a majority vote of the directors then in office, unless the articles or bylaws require a majority vote of the number of directors authorized in or pursuant to the articles or bylaws. The bylaws may authorize one or more such committees, each consisting of two or more directors, and may provide that a specified officer or officers who are also directors of the corporation shall be a member or members of such committee or committees. The board may appoint one or more directors as alternate members of such committee, who may replace any absent member at any meeting of the committee. Such committee, to the extent provided in the resolution of the board or in the bylaws, shall have all the authority of the board, except with respect to: (1) The approval of any action for which this part also requires approval of the members (Section 12224) or approval of a majority of all members (Section 12223) regardless of whether the corporation has members. (2) The filling of vacancies on the board or in any committee which has the authority of the board. (3) The fixing of compensation of the directors for serving on the board or on any committee. (4) The amendment or repeal of bylaws or the adoption of new bylaws. (5) The amendment or repeal of any resolution of the board which by its express terms is not so amendable or repealable. (6) The appointment of committees of the board or the members thereof. (7) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected. (b) A committee exercising the authority of the board shall not include as members persons who are not directors. However, the board may create other committees that do not exercise the authority of the board and these other committees may include persons regardless of whether they are directors. (c) Unless the bylaws otherwise provide, the board may delegate to any committee, appointed pursuant to paragraph (4) of subdivision (c) of Section 12331 or otherwise, powers as authorized by Section 12350, but may not delegate the powers set forth in paragraphs (1) through (7) of subdivision (a) of this section. (Amended by Stats. 2011, Ch. 442, Sec. 30. (AB 1211) Effective January 1, 2012.)
  194. 12353.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A corporation must have certain officers, the board chooses officers, and any officer may resign by written notice.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12353. (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a president or both, (2) a secretary, (3) a treasurer or a chief financial officer or both, and (4) any other officers with any titles and duties as shall be stated in the bylaws or determined by the board and as may be necessary to enable it to sign instruments. The president, or if there is no president the chair of the board, is the chief executive officer of the corporation, unless otherwise provided in the articles or bylaws. Unless otherwise specified in the articles or the bylaws, if there is no chief financial officer, the treasurer is the chief financial officer of the corporation. Any number of offices may be held by the same person unless the articles or bylaws provide otherwise. Either the chair of the board or the president shall be elected from among those board members elected by the membership of the corporation. (b) Except as otherwise provided by the articles or bylaws, officers shall be chosen by the board and serve at the pleasure of the board, subject to the rights, if any, of an officer under any contract of employment. Any officer may resign at any time upon written notice to the corporation without prejudice to the rights, if any, of the corporation under any contract to which the officer is a party. (Amended by Stats. 2022, Ch. 617, Sec. 76. (SB 1202) Effective January 1, 2023.)
  195. 12354.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A corporation is not invalidated by unauthorized signatures on certain written instruments if they are signed by specified officers, unless the other party actually knew the officers lacked authority.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12354. Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof, executed or entered into between any corporation and any other person, when signed by any one of the chairperson of the board, the president or any vice president and by any one of the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer of such corporation, is not invalidated as to the corporation by any lack of authority of the signing officers in the absence of actual knowledge on the part of the other person that the signing officers had no authority to execute the same. (Amended by Stats. 2022, Ch. 617, Sec. 77. (SB 1202) Effective January 1, 2023.)
  196. 12355.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A written or otherwise legible copy of certain corporate records can serve as prima facie evidence of the bylaws, meetings, or resolutions described in it.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 1. General Provisions [12350 - 12355] ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12355. The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, members’, directors’, committee or other meeting or of any resolution adopted by the board or a committee thereof, or members, certified to be a true copy by a person purporting to be the secretary or an assistant secretary of the corporation, is prima facie evidence of the adoption of such bylaws or resolution or of the due holding of such meeting and of the matters stated therein. (Amended by Stats. 2004, Ch. 254, Sec. 37. Effective January 1, 2005.)
  197. 12360.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section sets rules for how cooperative corporation directors are chosen, how long they serve, and when members or a court may be involved.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12360. (a) Except as provided in subdivision (d), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws. In the absence of any provision in the articles or bylaws, the terms shall be one year. No amendment of the articles or bylaws may extend the term of a director beyond that for which the director was elected, nor may any bylaw provision increasing the terms of directors be adopted without approval of the members. (b) Unless otherwise provided in the articles or bylaws, each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified, unless the director has been removed from office. (c) The articles or bylaws may prescribe requirements for eligibility for election as a director. (d) For the purposes of this subdivision, “designator” means one or more designators. Notwithstanding subdivisions (a) to (c), inclusive, all or any portion of the directors authorized in the articles or bylaws of a corporation may hold office by virtue of designation or selection by a specified designator as provided by the articles or bylaws rather than by election. Those directors shall continue in office for the term prescribed by the governing article or bylaw provision, or, if there is no term prescribed, until the governing article or bylaw provision is duly amended or repealed, except as provided in subdivision (f) of Section 12362. A bylaw provision authorized by this subdivision may be adopted, amended, or repealed only by approval of the members (Section 12224), except as provided in subdivision (d) of Section 12330. Unless otherwise provided in the articles or bylaws, the entitlement to designate or select a director or directors shall cease if any of the following circumstances exist: (1) The specified designator of that director or directors has died or ceased to exist. (2) If the entitlement of the specified designator of that director or directors to designate is in the capacity of an officer, trustee, or other status and the office, trust, or status has ceased to exist. (e) If a corporation has not issued memberships and (1) all the directors resign, die, or become incompetent, or (2) a corporation’s initial directors have not been named in the articles and all incorporators resign, die, or become incompetent before the election of the initial directors, the superior court of any county may appoint directors of the corporation upon application by any party in interest. (f) If authorized in the articles or bylaws of a corporation, all or any portion of the directors may hold office ex officio by virtue of occupying a specified position within the corporation or outside the corporation. The term of office of an ex officio director shall coincide with that director’s respective term of office in the specified position entitling him or her to serve on the board of directors. Upon an ex officio director’s resignation or removal from that position, or resignation or removal from the board for any reason, the term of office as a director of the corporation shall immediately cease. At that time, the successor in office shall become an ex officio director of the corporation, occupying the place of the former director. (Amended by Stats. 2018, Ch. 322, Sec. 5. (AB 2557) Effective January 1, 2019.)
  198. 12361.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    The board may declare a director’s office vacant if the director is no longer eligible, has been declared of unsound mind by a final court order, has been convicted of a felony, or, if the bylaws allow, misses the required number of board meetings.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12361. The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a felony, or, if at the time a director is elected, the bylaws provide that a director may be removed for missing a specified number of board meetings, fails to attend the specified number of meetings. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)
  199. 12362.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    This section limits when cooperative-corporation directors may be removed and who must approve the removal.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12362. (a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In a corporation with fewer than 50 members, the removal is approved by a majority of all members (Section 12223). (2) In a corporation with 50 or more members, the removal is approved by the members (Section 12224). (b) In a corporation in which the articles or bylaws authorize members to cumulate their votes pursuant to subdivision (a) of Section 12485, no director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written ballot, all memberships entitled to vote were voted) and the entire number of directors authorized at the time of the director’s most recent election were then being elected; and (c) When by the provisions of the articles or bylaws the members of any class, voting as a class, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the members of that class. (d) Any reduction of the authorized number of directors or any amendment reducing the number of class of directors does not remove any director prior to the expiration of the director’s term of office, unless the reduction or amendment also provides for removal of one or more specified directors. (e) Except as provided in this section and Sections 12361 and 12363, a director may not be removed prior to the expiration of the director’s term of office. (f) Where a director removed under this section or Section 12361 or 12363 was chosen by designation pursuant to subdivision (d) of Section 12360, then: (1) Where a different person may be designated pursuant to the governing article or bylaw provision, the new designation shall be made; or (2) Where the governing article or bylaw provision contains no provision under which a different person may be designated, the governing article or bylaw provision shall be deemed repealed. (g) For the purposes of this subdivision, “designator” means one or more designators. If by the provisions of the articles or bylaws a designator is entitled to designate one or more directors, then: (1) Unless as otherwise provided in the articles or bylaws at the time of designation, any director so designated may be removed without cause by the designator of that director. (2) Any director so designated may only be removed under subdivision (a) with the written consent of the designator of that director. (3) Unless as otherwise provided in the articles or bylaws, the right to remove shall not apply if any of the following circumstances exist: (A) The designator entitled to that right has died or ceased to exist. (B) If that right is in the capacity of an officer, trustee, or other status, and the office, trust, or status has ceased to exist. (Amended by Stats. 2009, Ch. 631, Sec. 47. (AB 1233) Effective January 1, 2010.)
  200. 12363.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. )

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    A superior court may remove a director for fraudulent, dishonest, or seriously abusive conduct, and may block that director from being reelected for a court-set period.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14707] ( Division 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. COOPERATIVE CORPORATIONS [12200 - 12704] ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. ) ## CHAPTER 2. Directors and Management [12350 - 12377] ( Chapter 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## ARTICLE 2. Selection, Removal and Resignation of Directors [12360 - 12364] ( Article 2 added by Stats. 1982, Ch. 1625, Sec. 3. ) ## 12363. The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

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