Corporations Code — Part 3 | CORP — United States — California law | Esheria

Corporations Code

Part 3 of 13 · provisions 401–600

This provision says the act is called the Corporations Code.

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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. 13241.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws must prohibit transfers of an association’s common stock or membership certificates to people not engaged in producing the products handled by the association.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13241. The by-laws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association. (Added by Stats. 1953, Ch. 207.)
  2. 13242.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may set quorum rules, proxy or mail voting rules, director quorum rules, director and officer qualifications and terms, and penalties for by-law violations.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13242. The by-laws may provide: (a) The number of members constituting a quorum. (b) The right of members to vote by proxy or by mail or both, and the conditions, manner, form and effects of such votes; the right of members to cumulate their votes and the prohibition, if desired, of cumulative voting. (c) The number of directors constituting a quorum. (d) The qualifications, compensation and duties and term of office of directors and officers and the time of their election. (e) Penalties for violations of the by-laws. (Added by Stats. 1953, Ch. 207.)
  3. 13243.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may set fees, member payments and service charges, required marketing contracts, and dividends, but dividends cannot exceed 8% per year.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13243. The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used. (b) The amount which each member shall be required to pay annually, or from time to time, if at all, to carry on the business of the association; the charge, if any, to be paid by each member for services rendered by the association to him and the time of payment and the manner of collection; and the marketing contract between the association and its members which every member may be required to sign. (c) The amount of any dividends which may be declared on the stock or membership capital, which dividends shall not exceed 8 percent per annum and which dividends shall be in the nature of interest and shall not affect the nonprofit character of any association organized hereunder. (Added by Stats. 1953, Ch. 207.)
  4. 13244.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may set rules on membership, stock transfers, expulsion, and repurchase of members’ or stockholders’ interests.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13244. The by-laws may provide: (a) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock. (b) The method, time and manner of permitting members to withdraw or the holders of common stock to transfer their stock. (c) The manner of assignment and transfer of the interest of members and of the shares of common stock. (d) The conditions upon which and time when membership of any member shall cease. (e) For the automatic suspension of the rights of a member when he ceases to be eligible to membership in the association; and the mode, manner and effect of the expulsion of a member. (f) The manner of determining the value of a member’s interest and provision for its purchase by the association upon the death or withdrawal of a member or upon the expulsion of a member or forfeiture of his membership, or at the option of the association, the purchase at a price fixed by conclusive appraisal by the board of directors; and the conditions and terms for the repurchase by the corporation from its stockholders of their stock upon their disqualification as stockholders. (Added by Stats. 1953, Ch. 207.)
  5. 13245.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may set the time, place, and manner for calling and conducting association 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13245. The by-laws may provide for the time, place, and manner of calling and conducting meetings of the association. (Added by Stats. 1953, Ch. 207.)
  6. 13246.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may divide the association’s territory into districts and allow directors to be elected from those districts.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13246. The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts. In such case, the by-laws shall specify the number of directors to be elected by each district, the manner and method of reapportioning the directors and of redistricting the territory covered by the association. (Added by Stats. 1953, Ch. 207.)
  7. 13247.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    The by-laws may divide member territory into districts and set up director elections through representatives or advisers elected by 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13247. The by-laws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves have been elected by the members from the several territorial districts. In such case, the by-laws shall specify the number of representatives or advisers to be elected by each district, the manner and method of reapportioning the representatives or advisers and of redistricting the territory covered by the association. (Added by Stats. 1953, Ch. 207.)
  8. 13248.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    By-laws may allow primary elections to nominate directors, and if members are divided into districts, may also make the district primary results final and subject to ratification at the association’s annual meeting.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13248. The by-laws may provide that primary elections shall be held to nominate directors. Where the by-laws provide that the territory in which the association has members shall be divided into districts, the by-laws may also provide that the results of the primary elections in the various districts shall be final and shall be ratified at the annual meeting of the association. (Added by Stats. 1953, Ch. 207.)
  9. 13249.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    By-laws may allow certain directors to be nominated by a public official, a commission, or other directors; those nominated directors do not have to be members, but they may not exceed one-fifth of the full 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13249. The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members. Such directors shall represent primarily the interest of the general public in such associations. The directors so nominated need not be members of the association, but shall have the same powers and rights as other directors. Such directors shall not number more than one-fifth of the entire number of directors. (Added by Stats. 1953, Ch. 207.)
  10. 13250.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    By-laws may set director terms at one to five years and must keep annual elections proportionate to the term length.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13250. The by-laws may provide that directors shall be elected for terms of from one to five years; provided, that at each annual election the same fraction of the total number of directors shall be elected as one year bears to the number of years of the term of office. (Added by Stats. 1953, Ch. 207.)
  11. 13251.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. )

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    By-laws may create an executive committee and give it all board powers, subject to the board’s general direction and control.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 2. Formation, Articles, and By-laws [13220 - 13251] ( Chapter 2 added by Stats. 1953, Ch. 207. ) ## ARTICLE 3. By-laws [13240 - 13251] ( Article 3 added by Stats. 1953, Ch. 207. ) ## 13251. The by-laws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board. (Added by Stats. 1953, Ch. 207.)
  12. 13275.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. )

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    The association’s affairs must be managed by a board of at least three directors, and those directors must be elected by the members from among themselves.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. ) ## 13275. The affairs of the association shall be managed by a board of not less than three directors, elected by the members from their own number. (Added by Stats. 1953, Ch. 207.)
  13. 13276.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. )

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    Board meetings may be held anywhere inside or outside the State if a quorum fixes the place, unless the articles of incorporation or by-laws say 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. ) ## 13276. Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided in the articles of incorporation or by-laws. (Added by Stats. 1953, Ch. 207.)
  14. 13277.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. )

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    When a board vacancy occurs before a term ends, the remaining directors must fill it by majority vote; if the bylaws use district elections, the vacancy is filled by a director from that district, or the board may call a district members’ special meeting to fill 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. ) ## 13277. When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, provided that when the by-laws provide for an election of directors by districts, the vacancy shall be filled by the election of a director from the district in which the vacancy occurs; or the board of directors may call a special meeting of the members in that district to fill the vacancy. (Added by Stats. 1953, Ch. 207.)
  15. 13278.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. )

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    Directors must elect a president, vice presidents, a secretary, and a treasurer, and may combine the secretary and treasurer roles.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. ) ## 13278. The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who need not be directors or members of the association; and they may combine the two latter offices and unite both functions and titles in one person. The treasurer may be a bank or any depository and, as such, shall not be considered as an officer, but as a function of the board of directors. In such case, the secretary shall perform the usual accounting duties of the treasurer, excepting that the funds shall be deposited only as and where authorized by the board of directors. Any vacancy in any office, other than that of director, shall be filled by the board of directors. (Added by Stats. 1953, Ch. 207.)
  16. 13279.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. )

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    An association may pay fair remuneration to its officers, directors, and executive committee members for time actually spent serving 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 1. Generally [13275 - 13279] ( Article 1 added by Stats. 1953, Ch. 207. ) ## 13279. An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee. (Added by Stats. 1953, Ch. 207.)
  17. 13290.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. )

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    Any member may file written charges against an officer or director with the association secretary, if the filing includes a petition signed by 5% of the members asking for 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. ) ## 13290. Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 5 percent of the members, requesting the removal of the officer or director in question. (Added by Stats. 1953, Ch. 207.)
  18. 13291.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may remove an officer or director by majority vote, but the removal must be voted on at the next regular or special meeting, subject to Section 13293.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. ) ## 13291. Except as provided in Section 13293, the removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove the officer or director. (Added by Stats. 1953, Ch. 207.)
  19. 13292.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    A director or officer facing charges must be told the charges in writing before the meeting and gets a chance at the meeting to speak, use counsel, and call witnesses; the person bringing the charges gets the same chance.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. ) ## 13292. The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in person or by counsel and to present witnesses; and the person or persons bringing the charges against him shall have the same opportunity. (Added by Stats. 1953, Ch. 207.)
  20. 13293.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    If the bylaws use district-based director elections with district primaries, a removal petition needs signatures from 20% of district members, the board must call a special meeting, and the director is removed if the district majority votes for 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 3. Officers [13275 - 13293] ( Chapter 3 added by Stats. 1953, Ch. 207. ) ## ARTICLE 2. Removal of Officers [13290 - 13293] ( Article 2 added by Stats. 1953, Ch. 207. ) ## 13293. If the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be signed by 20 percent of the members residing in the district from which he was elected. The board of directors shall call a special meeting of the members residing in that district to consider the removal of the director; and by a vote of the majority of the members of that district, the director in question shall be removed from office. (Added by Stats. 1953, Ch. 207.)
  21. 13300.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may admit or issue common stock only to persons engaged in producing fishery products handled by the association, and some non-natural members may be represented 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. ) ## 13300. (a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to be handled by or through the association, including the lessees and tenants of boats and equipment used for the production of such fishery products and any lessors and landlords who receive as rent all or part of the fish produced by such leased equipment. (b) If a member of a nonstock association is other than a natural person, such member may be represented by any individual duly authorized in writing. (c) One association may become a member or stockholder of any other association. (Added by Stats. 1953, Ch. 207.)
  22. 13301.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    A member of a stockless association who has paid the membership fee in full is entitled to receive a membership certificate.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. ) ## 13301. When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership. (Added by Stats. 1953, Ch. 207.)
  23. 13302.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    A member is not liable for the association’s debts beyond unpaid membership-related amounts.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. ) ## 13302. No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance on any promissory note given in payment thereof. (Added by Stats. 1953, Ch. 207.)
  24. 13303.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    Meetings of members must be held at the place set by the bylaws, or—if the bylaws say nothing—in the city where the principal place of business is located at a place chosen by the 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. ) ## 13303. Meetings of members shall be held at the place as provided in the by-laws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board of directors. (Added by Stats. 1953, Ch. 207.)
  25. 13304.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    If a member is expelled and the bylaws do not set a procedure or penalty, the board of directors must value the member’s property interest, set the amount in money, and pay it within one year.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 4. Members [13300 - 13304] ( Chapter 4 added by Stats. 1953, Ch. 207. ) ## 13304. In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his property interest in the association and shall fix the amount thereof in money, which shall be paid to him within one year after such expulsion. (Added by Stats. 1953, Ch. 207.)
  26. 13310.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may not issue a stock certificate to a member until the stock is fully paid, may accept members’ promissory notes as payment, and may set a bylaw limit on how much common stock one member can own.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13310. No association shall issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may be accepted by the association as full or partial payment. The association shall hold the stock as security for the payment of the note; but such retention as security shall not affect the member’s right to vote. An association, in its by-laws, may limit the amount of common stock which one member may own. (Added by Stats. 1953, Ch. 207.)
  27. 13311.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    One class of stock must always be called common stock, and voting rights may be limited to common stock holders.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13311. One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock. (Added by Stats. 1953, Ch. 207.)
  28. 13312.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    Each common stock certificate must state that transfers to people not engaged in producing the products handled by the association are prohibited by the association’s bylaws.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13312. There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the production of the products handled by the association is prohibited by the by-laws of the association. (Added by Stats. 1953, Ch. 207.)
  29. 13313.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    Except for matters stated in the articles of incorporation, there should be no distinction between classes of stock or their holders.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13313. Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof. (Added by Stats. 1953, Ch. 207.)
  30. 13314.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    If an association issues nonpar value stock, that issuance must follow the General Corporation Law rules for nonpar value stock in domestic corporations.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13314. If an association issues nonpar value stock the issuance of such stock shall be governed by the terms of the General Corporation Law covering the issuance of nonpar value stock in domestic corporations. (Added by Stats. 1953, Ch. 207.)
  31. 13315.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may buy back or purchase its common stock at book value, unless its debts exceed 50% of its assets.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13315. An association may, at any time, as specified in the by-laws, except when the debts of the association exceed 50 percent of its assets, buy in or purchase its common stock at the book value thereof, as conclusively determined by the board of directors and pay for it in cash within one year thereafter. (Added by Stats. 1953, Ch. 207.)
  32. 13316.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association with preferred shares may pay off purchase obligations by exchanging preferred stock instead of cash, if the exchange matches the fair market value determined by its 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 5. Stock [13310 - 13316] ( Chapter 5 added by Stats. 1953, Ch. 207. ) ## 13316. Whenever an association, organized with preferred shares of stock, purchases the stock or any property, or any interest in any property of any person, it may discharge the obligations so incurred, wholly or in part, by exchanging for the acquired interest, shares of its preferred stock to an amount which at par value would equal the fair market value of the stock or interest so purchased, as determined by the board of directors. In that case the transfer to the association of the stock or interest purchased shall be equivalent to payment in cash for the shares of stock issued. (Added by Stats. 1953, Ch. 207.)
  33. 13325.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may carry out specified marketing, processing, storage, equipment-use, and financing activities for fishery products and their by-products.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13325. An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the manufacturing or marketing of the by-products thereof; or any activity in connection with the purchase, hiring, or use by its members of supplies, machinery, or equipment, or in the financing of any such activities. (Added by Stats. 1953, Ch. 207.)
  34. 13326.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may borrow without limit on amount and may make advances to 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13326. An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members. (Added by Stats. 1953, Ch. 207.)
  35. 13327.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may act as the agent or representative of any member or members for the two preceding sections.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13327. An association may act as the agent or representative of any member or members in any of the two next preceding sections. (Added by Stats. 1953, Ch. 207.)
  36. 13328.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may create reserves and invest those funds in bonds or other property if the by-laws allow 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13328. An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the by-laws. (Added by Stats. 1953, Ch. 207.)
  37. 13329.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may buy, hold, sell, transfer, pledge, or otherwise deal in shares or bonds of certain related corporations or associations.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13329. An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or redemption of, shares of the capital stock or bonds of any corporation or association engaged in any related activity or in the warehousing or handling or marketing or packing or manufacturing or processing or preparing for market of any of the fishery products handled by the association. (Added by Stats. 1953, Ch. 207.)
  38. 13330.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may buy, hold, and exercise ownership or other privileges over real or personal property when needed or convenient for its business, or when incidental to 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13330. An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the association, or incidental thereto. (Added by Stats. 1953, Ch. 207.)
  39. 13331.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may levy assessments, but only in the manner and amount set by its bylaws.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13331. An association may levy assessments in the manner and in the amount provided in its by-laws. (Added by Stats. 1953, Ch. 207.)
  40. 13332.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may do things needed or helpful to its purposes, including contracting, and may exercise related powers, rights, and privileges, unless inconsistent with the act.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13332. An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this article; or conducive to or expedient for the interest or benefit of the association; and contract accordingly; and in addition exercise and possess all powers, rights and privileges necessary or incidental to the purposes for which the association is organized or to the activities in which it is engaged; and, in addition, any other rights, powers and privileges granted by the laws of this State to ordinary corporations, except such as are inconsistent with the express provisions of this act; and do any such thing anywhere. (Added by Stats. 1953, Ch. 207.)
  41. 13333.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may use its facilities for any purpose, but the proceeds must reduce members’ operating costs and nonmembers’ fishery products cannot be dealt in above the value handled for 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13333. An association may use or employ any of its facilities for any purpose; provided, the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery products of nonmembers shall not be dealt in to an amount greater in value than such as are handled by it for its members. (Added by Stats. 1953, Ch. 207.)
  42. 13334.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    An association may take ownership or membership interests in other corporations tied to fishery products, and warehousing corporations may issue warehouse receipts in those circumstances.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13334. An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in preserving, drying, processing, canning, packing, storing, handling, shipping, utilizing, manufacturing, marketing, or selling of the fishery products handled by the association, or the by-products thereof. If such corporations are warehousing corporations, they may issue legal warehouse receipts to the association against the commodities delivered by it, or to any other person and such legal warehouse receipts shall be considered as adequate collateral to the extent of the usual and current value of the commodity represented thereby. In case such warehouse is licensed or licensed and bonded under the laws of this State or the United States, its warehouse receipt delivered to the association on commodities of the association or its members, or delivered by the association or its members, shall not be challenged or discriminated against because of ownership or control, wholly or in part, by the association. (Added by Stats. 1953, Ch. 207.)
  43. 13335.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. )

    Verify source ↗

    Associations may, if their board approves, make needed contracts and arrangements with other cooperatives or corporations, and two or more associations may agree to share or separately use the same personnel, methods, means, and agencies.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 6. Powers [13325 - 13335] ( Chapter 6 added by Stats. 1953, Ch. 207. ) ## 13335. Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and contracts and arrangements with any other cooperative or other corporation, association, or associations, formed in this or in any other State, for the cooperative and more economical carrying on of its business or any part or parts thereof. Any two or more associations may, by agreement between them, unite in employing and using or may separately employ and use the same personnel, methods, means, and agencies for carrying on and conducting their respective business. (Added by Stats. 1953, Ch. 207.)
  44. 13350.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    An association and its members may make marketing contracts that require members to sell fishery products or specified commodities through the association, for no more than 15 years.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13350. An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years, all or any specified part of their fishery products or specified commodities exclusively to or through the association or any facilities to be created by the association. (Added by Stats. 1953, Ch. 207.)
  45. 13351.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    If members contract a sale to the association, title to the products passes to the association when delivery occurs or at another time clearly set in the contract, except for recorded liens.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13351. If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon delivery or at any other time expressly and definitely specified in the contract. (Added by Stats. 1953, Ch. 207.)
  46. 13352.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    A contract may let the association sell or resell members’ fishery products and pay members the resale price after specified deductions.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13352. The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, after deducting all necessary selling, overhead, and other costs and expenses, including interest on preferred stock, not exceeding 8 percent per annum, and reserves for retiring the stock, if any; and other proper reserves; and interest not exceeding 8 percent per annum upon common stock. (Added by Stats. 1953, Ch. 207.)
  47. 13353.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    A marketing contract may set liquidated damages and require the member to pay certain costs and fees if the association sues on the contract.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13353. The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of any provision of the marketing contract regarding the sale or delivery or withholding of fishery products; and may further provide that the member will pay all costs, premiums for bonds, expenses and fees, in case any action is brought upon the contract by the association; and any such provisions shall be valid and enforceable in the courts of this State; and such clauses providing for liquidated damages shall be enforceable as such and shall not be regarded as penalties. (Added by Stats. 1953, Ch. 207.)
  48. 13354.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    If a member breaches or threatens to breach a marketing contract, the association may seek an injunction, specific performance, and, before the case is decided and after filing a verified complaint and bond, a temporary restraining order and preliminary injunction.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13354. In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a decree of specific performance thereof. Pending the adjudication of such an action and upon filing a verified complaint showing the breach or threatened breach, and upon filing sufficient bond, the association shall be entitled to a temporary restraining order and preliminary injunction against the member. (Added by Stats. 1953, Ch. 207.)
  49. 13355.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    In actions on these marketing agreements, a landlord or lessor is conclusively presumed able to control delivery of the fishery products, and remedies for nondelivery or breach may be enforced against that landlord or lessor.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13355. In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by his equipment by tenants, or others, whose tenancy or possession or work on such equipment or the terms of whose tenancy or possession or labor thereon were created or changed after execution by the landlord or lessor, of such a marketing agreement; and in such actions, the foregoing remedies for nondelivery or breach shall lie and be enforceable against such landlord or lessor. (Added by Stats. 1953, Ch. 207.)
  50. 13356.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. )

    Verify source ↗

    An association may specifically enforce a member’s contract requiring delivery of products to the association.

    ## 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 3. FISH MARKETING [13200 - 13356] ( Part 3 added by Stats. 1953, Ch. 207. ) ## CHAPTER 7. Marketing Contracts [13350 - 13356] ( Chapter 7 added by Stats. 1957, Ch. 207. ) ## 13356. A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to secure the delivery to it of such fishery products, any provisions contained in the Civil Code to the contrary notwithstanding. (Added by Stats. 1953, Ch. 207.)
  51. 13400.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

    Verify source ↗

    This section says Part 4 may be called the “Moscone-Knox Professional Corporation Act.”

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13400. This part shall be known and may be cited as the “Moscone-Knox Professional Corporation Act.” (Added by Stats. 1968, Ch. 1375.)
  52. 13401.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

    Verify source ↗

    This section defines key terms used in the professional corporations 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13401. As used in this part: (a) “Professional services” means any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act. (b) “Professional corporation” means a corporation organized under the General Corporation Law or pursuant to subdivision (b) of Section 13406 that is engaged in rendering professional services in a single profession, except as otherwise authorized in Section 13401.5, pursuant to a certificate of registration issued by the governmental agency regulating the profession as herein provided and that in its practice or business designates itself as a professional or other corporation as may be required by statute. However, any professional corporation or foreign professional corporation rendering professional services by persons duly licensed by the Medical Board of California or any examining committee under the jurisdiction of the board, the Podiatric Medical Board of California, the Osteopathic Medical Board of California, the Dental Board of California, the Dental Hygiene Board of California, the California State Board of Pharmacy, the Veterinary Medical Board, the California Architects Board, the Court Reporters Board of California, the Board of Behavioral Sciences, the Speech-Language Pathology and Audiology and Hearing Aid Dispensers Board, the Board of Registered Nursing, the State Board of Optometry, or the California Board of Occupational Therapy shall not be required to obtain a certificate of registration in order to render those professional services. (c) “Foreign professional corporation” means a corporation organized under the laws of a state of the United States other than this state that is engaged in a profession of a type for which there is authorization in the Business and Professions Code for the performance of professional services by a foreign professional corporation. (d) “Licensed person” means any natural person who is duly licensed under the provisions of the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act to render the same professional services as are or will be rendered by the professional corporation or foreign professional corporation of which the person is, or intends to become, an officer, director, shareholder, or employee. (e) “Disqualified person” means a licensed person who for any reason becomes legally disqualified (temporarily or permanently) to render the professional services that the particular professional corporation or foreign professional corporation of which they are an officer, director, shareholder, or employee is or was rendering. (Amended by Stats. 2023, Ch. 131, Sec. 24. (AB 1754) Effective January 1, 2024.)
  53. 13401.3.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

    Verify source ↗

    This section says “professional services” includes services that can be lawfully performed only with a license, certification, or registration under the Yacht and Ship Brokers Act.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13401.3. As used in this part, “professional services” also means any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Yacht and Ship Brokers Act (Article 2 (commencing with Section 700) of Chapter 5 of Division 3 of the Harbors and Navigation Code). (Amended by Stats. 2001, Ch. 597, Sec. 1. Effective January 1, 2002.)
  54. 13401.5.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

    Verify source ↗

    Certain licensed persons may serve in leadership or employee roles in the listed professional corporations, subject to share-ownership 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13401.5. Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licensed persons may be shareholders, officers, directors, or professional employees of the professional corporations designated in this section so long as the sum of all shares owned by those licensed persons does not exceed 49 percent of the total number of shares of the professional corporation so designated herein, and so long as the number of those licensed persons owning shares in the professional corporation so designated herein does not exceed the number of persons licensed by the governmental agency regulating the designated professional corporation. This section does not limit employment by a professional corporation designated in this section to only those licensed professionals listed under each subdivision. Any person duly licensed under Division 2 (commencing with Section 500) of the Business and Professions Code, the Chiropractic Act, or the Osteopathic Act may be employed to render professional services by a professional corporation designated in this section. (a) Medical corporation. (1) Licensed doctors of podiatric medicine. (2) Licensed psychologists. (3) Registered nurses. (4) Licensed optometrists. (5) Licensed marriage and family therapists. (6) Licensed clinical social workers. (7) Licensed physician assistants. (8) Licensed chiropractors. (9) Licensed acupuncturists. (10) Naturopathic doctors. (11) Licensed professional clinical counselors. (12) Licensed physical therapists. (13) Licensed pharmacists. (14) Licensed midwives. (15) Licensed occupational therapists. (b) Podiatric medical corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Registered nurses. (4) Licensed optometrists. (5) Licensed chiropractors. (6) Licensed acupuncturists. (7) Naturopathic doctors. (8) Licensed physical therapists. (c) Psychological corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Registered nurses. (4) Licensed optometrists. (5) Licensed marriage and family therapists. (6) Licensed clinical social workers. (7) Licensed chiropractors. (8) Licensed acupuncturists. (9) Naturopathic doctors. (10) Licensed professional clinical counselors. (11) Licensed midwives. (d) Speech-language pathology corporation. (1) Licensed audiologists. (e) Audiology corporation. (1) Licensed speech-language pathologists. (f) Nursing corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed psychologists. (4) Licensed optometrists. (5) Licensed marriage and family therapists. (6) Licensed clinical social workers. (7) Licensed physician assistants. (8) Licensed chiropractors. (9) Licensed acupuncturists. (10) Naturopathic doctors. (11) Licensed professional clinical counselors. (12) Licensed midwives. (g) Marriage and family therapist corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Licensed clinical social workers. (4) Registered nurses. (5) Licensed chiropractors. (6) Licensed acupuncturists. (7) Naturopathic doctors. (8) Licensed professional clinical counselors. (9) Licensed midwives. (h) Licensed clinical social worker corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Licensed marriage and family therapists. (4) Registered nurses. (5) Licensed chiropractors. (6) Licensed acupuncturists. (7) Naturopathic doctors. (8) Licensed professional clinical counselors. (i) Physician assistants corporation. (1) Licensed physicians and surgeons. (2) Registered nurses. (3) Licensed acupuncturists. (4) Naturopathic doctors. (5) Licensed midwives. (j) Optometric corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed psychologists. (4) Registered nurses. (5) Licensed chiropractors. (6) Licensed acupuncturists. (7) Naturopathic doctors. (k) Chiropractic corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed psychologists. (4) Registered nurses. (5) Licensed optometrists. (6) Licensed marriage and family therapists. (7) Licensed clinical social workers. (8) Licensed acupuncturists. (9) Naturopathic doctors. (10) Licensed professional clinical counselors. (11) Licensed midwives. (l) Acupuncture corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed psychologists. (4) Registered nurses. (5) Licensed optometrists. (6) Licensed marriage and family therapists. (7) Licensed clinical social workers. (8) Licensed physician assistants. (9) Licensed chiropractors. (10) Naturopathic doctors. (11) Licensed professional clinical counselors. (12) Licensed midwives. (m) Naturopathic doctor corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Registered nurses. (4) Licensed physician assistants. (5) Licensed chiropractors. (6) Licensed acupuncturists. (7) Licensed physical therapists. (8) Licensed doctors of podiatric medicine. (9) Licensed marriage and family therapists. (10) Licensed clinical social workers. (11) Licensed optometrists. (12) Licensed professional clinical counselors. (13) Licensed midwives. (n) Dental corporation. (1) Licensed physicians and surgeons. (2) Dental assistants. (3) Registered dental assistants. (4) Registered dental assistants in extended functions. (5) Registered dental hygienists. (6) Registered dental hygienists in extended functions. (7) Registered dental hygienists in alternative practice. (o) Professional clinical counselor corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Licensed clinical social workers. (4) Licensed marriage and family therapists. (5) Registered nurses. (6) Licensed chiropractors. (7) Licensed acupuncturists. (8) Naturopathic doctors. (9) Licensed midwives. (p) Physical therapy corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed acupuncturists. (4) Naturopathic doctors. (5) Licensed occupational therapists. (6) Licensed speech-language therapists. (7) Licensed audiologists. (8) Registered nurses. (9) Licensed psychologists. (10) Licensed physician assistants. (11) Licensed midwives. (q) Registered dental hygienist in alternative practice corporation. (1) Registered dental assistants. (2) Licensed dentists. (3) Registered dental hygienists. (4) Registered dental hygienists in extended functions. (r) Licensed midwifery corporation. (1) Licensed physicians and surgeons. (2) Licensed psychologists. (3) Registered nurses. (4) Licensed marriage and family therapists. (5) Licensed clinical social workers. (6) Licensed physician assistants. (7) Licensed chiropractors. (8) Licensed acupuncturists. (9) Licensed naturopathic doctors. (10) Licensed professional clinical counselors. (11) Licensed physical therapists. (s) Occupational therapy corporation. (1) Licensed physicians and surgeons. (2) Licensed doctors of podiatric medicine. (3) Licensed acupuncturists. (4) Naturopathic doctors. (5) Licensed physical therapists. (6) Licensed speech-language therapists. (7) Licensed audiologists. (8) Registered nurses. (9) Licensed psychologists. (10) Licensed physician assistants. (11) Licensed midwives. (12) Licensed clinical social workers. (13) Licensed marriage and family therapists. (14) Licensed occupational therapy assistants. (Amended by Stats. 2022, Ch. 290, Sec. 7. (AB 2671) Effective January 1, 2023.)
  55. 13402.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    This section excludes some corporations from this part and says the section does not change certain existing or future rights or privileges. It also says some licensed or registered businesses are not treated as professional corporations for this part, except for tax 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13402. (a) This part shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to this part, nor shall anything herein contained alter or affect any right or privilege, whether under any existing or future provision of the Business and Professions Code or otherwise, in terms permitting or not prohibiting performance of professional services through the use of any form of corporation permitted by the General Corporation Law. (b) The conduct of a business in this state by a corporation pursuant to a license or registration issued under any state law, except laws relating to taxation, shall not be considered to be the conduct of a business as a professional corporation if the business is conducted by, and the license or registration is issued to, a corporation which is not a professional corporation within the meaning of this part, whether or not a professional corporation could conduct the same business, or portions of the same business, as a professional corporation. (Amended by Stats. 1988, Ch. 919, Sec. 13.)
  56. 13403.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    Professional corporations follow the General Corporation Law unless it conflicts with this part. Single-shareholder and two-shareholder professional corporations have special director and officer rules, and professional medical corporations can set director-selection rules and, in some cases, longer director 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13403. The provisions of the General Corporation Law shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions of this part. A professional corporation which has only one shareholder need have only one director who shall be such shareholder and who shall also serve as the president and treasurer of the corporation. The other officers of the corporation in such situation need not be licensed persons. A professional corporation which has only two shareholders need have only two directors who shall be such shareholders. The two shareholders between them shall fill the offices of president, vice president, secretary and treasurer. A professional medical corporation may establish in its articles or bylaws the manner in which its directors are selected and removed, their powers, duties, and compensation. Each term of office may not exceed three years. Notwithstanding the foregoing, the articles or bylaws of a professional medical corporation with more than 200 shareholders may provide that directors who are officers of the corporation or who are responsible for the management of all medical services at one or more medical centers may have terms of office, as directors, of up to six years; however, no more than 50 percent of the members of the board, plus one additional member of the board, may have six-year terms of office. (Amended by Stats. 1980, Ch. 36.)
  57. 13404.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    A corporation may be formed as a professional corporation, but its articles must say so, and it generally may not provide professional services in the state without a current certificate of registration.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13404. A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Section 13406 for the purposes of qualifying as a professional corporation in the manner provided in this part and rendering professional services. The articles of incorporation of a professional corporation shall contain a specific statement that the corporation is a professional corporation within the meaning of this part. Except as provided in subdivision (b) of Section 13401, no professional corporation shall render professional services in this state without a currently effective certificate of registration issued by the governmental agency regulating the profession in which such corporation is or proposes to be engaged, pursuant to the applicable provisions of the Business and Professions Code or the Chiropractic Act expressly authorizing such professional services to be rendered by a professional corporation. (Amended by Stats. 1993, Ch. 955, Sec. 6. Effective January 1, 1994.)
  58. 13404.5.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    A foreign professional corporation may qualify to do business in California, but it cannot render professional services here without a current registration certificate, and its filing must include a specific foreign-professional-corporation 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13404.5. (a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate business in this state in accordance with Chapter 21 (commencing with Section 2100) of Division 1. A foreign professional corporation shall be subject to the provisions of the General Corporation Law applicable to foreign corporations, except where those provisions are in conflict with or inconsistent with the provisions of this part. The statement and designation filed by the foreign professional corporation pursuant to Section 2105 shall contain a specific statement that the corporation is a foreign professional corporation within the meaning of this part. (b) No foreign professional corporation shall render professional services in this state without a currently effective certificate of registration issued by the governmental agency regulating the profession in which that corporation proposes to be engaged, pursuant to the applicable provisions of the Business and Professions Code expressly authorizing those professional services to be rendered by a foreign professional corporation. (c) If the California board, commission, or other agency that prescribes the rules or regulations governing a particular profession either now or hereafter requires that the shareholders of the professional corporation bear any degree of personal liability for the acts of the corporation, either by personal guarantee or in some other form that the governing agency prescribes, the shareholders of a foreign corporation that has been qualified to do business in this state in the same profession shall, as a condition of doing business in this state, be subject, with regard to the rendering of professional services by the professional corporation in California, or for California residents, to the same degree of personal liability, if any, as is prescribed by the governing agency for shareholders of a California professional corporation rendering services in the same profession. (d) Each application by a foreign professional corporation to qualify to do business in this state shall contain the following statement: “The shareholders of the undersigned foreign professional corporation shall be subject, with regard to the rendering of professional services by the professional corporation in California, or for California residents, to the same degree of personal liability, if any, in California as is from time to time prescribed by the agency governing the profession in this state for shareholders in a California professional corporation rendering services in the same profession. This application accordingly constitutes a submission to the jurisdiction of the courts of California to the same extent, but only to the same extent, as applies to the shareholders of a California professional corporation in the same profession. The foregoing submission to jurisdiction is a condition of qualification to do business in this state.” (Added by Stats. 1993, Ch. 910, Sec. 3. Effective January 1, 1994.)
  59. 13405.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    Professional corporations may provide services only through licensed persons, with limited exceptions for occasional services and attorney 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13405. (a) Subject to the provisions of Section 13404, a professional corporation may lawfully render professional services in this state, but only through employees who are licensed persons. The corporation may employ persons not so licensed, but such persons shall not render any professional services rendered or to be rendered by that corporation in this state. A professional corporation may render professional services outside of this state, but only through employees who are licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices. Nothing in this section is intended to prohibit the rendition of occasional professional services in another jurisdiction as an incident to the licensee’s primary practice, so long as it is permitted by the governing agency that regulates the particular profession in the jurisdiction. Nothing in this section is intended to prohibit the rendition of occasional professional services in this state as an incident to a professional employee’s primary practice for a foreign professional corporation qualified to render professional services in this state, so long as it is permitted by the governing agency that regulates the particular profession in this state. (b) Subject to Section 13404.5, a foreign professional corporation qualified to render professional services in this state may lawfully render professional services in this state, but only through employees who are licensed persons, and shall render professional services outside of this state only through persons who are licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices. The foreign professional corporation may employ persons in this state who are not licensed in this state, but those persons shall not render any professional services rendered or to be rendered by the corporation in this state. (c) Nothing in this section or in this part is intended to, or shall, augment, diminish or otherwise alter existing provisions of law, statutes or court rules relating to services by a California attorney in another jurisdiction, or services by an out-of-state attorney in California. These existing provisions, including, but not limited to, admission pro hac vice and the taking of depositions in a jurisdiction other than the one in which the deposing attorney is admitted to practice, shall remain in full force and effect. (Amended by Stats. 1993, Ch. 910, Sec. 4. Effective January 1, 1994.)
  60. 13406.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    This section limits who may receive shares in a professional corporation, keeps certain financial statements confidential, and bars shareholders from using voting trusts or proxies to give others their voting power.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13406. (a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same professional services in the jurisdiction or jurisdictions in which the person practices, and any shares issued in violation of this restriction shall be void. Unless there is a public offering of securities by a professional corporation or by a foreign professional corporation in this state, its financial statements shall be treated by the Commissioner of Financial Protection and Innovation as confidential, except to the extent that such statements shall be subject to subpoena in connection with any judicial or administrative proceeding, and may be admissible in evidence therein. A shareholder of a professional corporation or of a foreign professional corporation qualified to render professional services in this state shall not enter into a voting trust, proxy, or any other arrangement vesting another person (other than another person who is a shareholder of the same corporation) with the authority to exercise the voting power of any or all of the shareholder’s shares, and any purported voting trust, proxy, or other arrangement shall be void. (b) A professional law corporation may be incorporated as a nonprofit public benefit corporation under the Nonprofit Public Benefit Corporation Law under either of the following circumstances: (1) The corporation is a qualified legal services project or a qualified support center within the meaning of subdivisions (a) and (b) of Section 6213 of the Business and Professions Code. (2) The professional law corporation otherwise meets all of the requirements and complies with all of the provisions of the Nonprofit Public Benefit Corporation Law, as well as all of the following requirements: (A) All of the members of the corporation, if it is a membership organization as described in the Nonprofit Corporation Law, are persons licensed to practice law in California. (B) All of the members of the professional law corporation’s board of directors are persons licensed to practice law in California. (C) Seventy percent of the clients to whom the corporation provides legal services are lower income persons as defined in Section 50079.5 of the Health and Safety Code, and to other persons who would not otherwise have access to legal services. (D) The corporation shall not enter into contingency fee contracts with clients. (c) A professional law corporation incorporated as a nonprofit public benefit corporation that is a recipient in good standing as defined in subdivision (c) of Section 6213 of the Business and Professions Code shall be deemed to have satisfied all of the filing requirements of a professional law corporation under Sections 6161.1, 6162, and 6163 of the Business and Professions Code. (Amended by Stats. 2022, Ch. 452, Sec. 62. (SB 1498) Effective January 1, 2023.)
  61. 13407.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    Shares in a professional corporation may only be transferred to specified licensed or affiliated recipients, and violations are void. The corporation may repurchase its own shares if at least one share remains outstanding.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13407. Shares in a professional corporation or a foreign professional corporation qualified to render professional services in this state may be transferred only to a licensed person, to a shareholder of the same corporation, to a person licensed to practice the same profession in the jurisdiction or jurisdictions in which the person practices, or to a professional corporation, and any transfer in violation of this restriction shall be void, except as provided herein. A professional corporation may purchase its own shares without regard to any restrictions provided by law upon the repurchase of shares, if at least one share remains issued and outstanding. If a professional corporation or a foreign professional corporation qualified to render professional services in this state shall fail to acquire all of the shares of a shareholder who is disqualified from rendering professional services in this state or of a deceased shareholder who was, on his or her date of death, licensed to render professional services in this state, or if such a disqualified shareholder or the representative of such a deceased shareholder shall fail to transfer said shares to the corporation, to another shareholder of the corporation, to a person licensed to practice the same profession in the jurisdiction or jurisdictions in which the person practices, or to a licensed person, within 90 days following the date of disqualification, or within six months following the date of death of the shareholder, as the case may be, then the certificate of registration of the corporation may be suspended or revoked by the governmental agency regulating the profession in which the corporation is engaged. In the event of such a suspension or revocation, the corporation shall cease to render professional services in this state. Notwithstanding any provision in this part, upon the death or incapacity of a dentist, any individual named in subdivision (a) of Section 1625.3 of the Business and Professions Code may employ licensed dentists and dental assistants and charge for their professional services for a period not to exceed 12 months from the date of death or incapacity of the dentist. The employment of licensed dentists and dental assistants shall not be deemed the practice of dentistry within the meaning of Section 1625 of the Business and Professions Code, provided that all of the requirements of Section 1625.4 of the Business and Professions Code are met. If an individual listed in Section 1625.3 of the Business and Professions Code is employing licensed persons and dental assistants, then the shares of a deceased or incapacitated dentist shall be transferred as provided in this section no later than 12 months from the date of death or incapacity of the dentist. (Amended by Stats. 2007, Ch. 433, Sec. 4. Effective January 1, 2008.)
  62. 13408.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    This section lists grounds for suspending or revoking a professional corporation’s registration, and requires the corporation to stop providing professional services in the state if that happens.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13408. The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation or a foreign professional corporation qualified to render professional services in this state: (a) if all shareholders who are licensed persons of such corporation shall at any one time become disqualified persons, or (b) if the sole shareholder shall become a disqualified person, or (c) if such corporation shall knowingly employ or retain in its employment a disqualified person, or (d) if such corporation shall violate any applicable rule or regulation adopted by the governmental agency regulating the profession in which such corporation is engaged, or (e) if such corporation shall violate any statute applicable to a professional corporation or to a foreign professional corporation, or (f) any ground for such suspension or revocation specified in the Business and Professions Code relating to the profession in which such corporation is engaged. In the event of such suspension or revocation of its certificate of registration such corporation shall cease forthwith to render professional services in this state. (Amended by Stats. 1993, Ch. 910, Sec. 7. Effective January 1, 1994.)
  63. 13408.5.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    A professional corporation may not be formed in a way that causes violations of laws or regulations on fee splitting, kickbacks, or similar practices involving physicians, surgeons, or psychologists.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13408.5. A professional corporation shall not be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting, kickbacks, or other similar practices by physicians and surgeons or psychologists, including, but not limited to, Section 650 or subdivision (e) of Section 2960 of the Business and Professions Code. A violation of any such provisions shall be grounds for the suspension or revocation of the certificate of registration of the professional corporation. The Commissioner of Financial Protection and Innovation or the Director of the Department of Managed Health Care may refer any suspected violation of those provisions to the governmental agency regulating the profession in which the corporation is, or proposes to be engaged. (Amended by Stats. 2022, Ch. 452, Sec. 63. (SB 1498) Effective January 1, 2023.)
  64. 13409.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    Professional corporations and certain foreign professional corporations may use permitted names, and the Secretary of State may demand proof that the name meets the applicable requirements.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13409. (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of the governmental agency regulating that profession. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the professional corporation complies with the requirements of this section and of the law governing the profession in which that professional corporation is engaged. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. (b) Subject to Section 201, a foreign professional corporation qualified to render professional services in this state may transact intrastate business in this state by any name permitted by a law expressly applicable to the profession in which the corporation is engaged, or by a rule or regulation of the governmental agency regulating the rendering of professional services in this state by the corporation. The Secretary of State may require proof by affidavit or otherwise establishing that the name of the foreign professional corporation qualified to render professional services in this state complies with the requirements of this section and of the law governing the profession in which the foreign professional corporation qualified to render professional services in this state proposes to engage in this state. The statements of fact in those affidavits may be accepted by the Secretary of State as sufficient proof of the facts. (Amended by Stats. 2020, Ch. 361, Sec. 12. (SB 522) Effective January 1, 2021.)
  65. 13410.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. )

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    Professional corporations and qualifying foreign professional corporations must follow the profession’s rules and disciplinary provisions, and the regulating agency keeps its disciplinary powers. For foreign professional corporations, the agency must also restrict or prohibit disqualified persons from serving as shareholders, directors, officers, or employees, rendering services, managing the corporation, or sharing its income.

    ## 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 4. PROFESSIONAL CORPORATIONS [13400 - 13410] ( Part 4 added by Stats. 1968, Ch. 1375. ) ## 13410. (a) A professional corporation or a foreign professional corporation qualified to render professional services in this state shall be subject to the applicable rules and regulations adopted by, and all the disciplinary provisions of the Business and Professions Code expressly governing the practice of the profession in this state, and to the powers of, the governmental agency regulating the profession in which such corporation is engaged. Nothing in this part shall affect or impair the disciplinary powers of any such governmental agency over licensed persons or any law, rule or regulation pertaining to the standards for professional conduct of licensed persons or to the professional relationship between any licensed person furnishing professional services and the person receiving such services. (b) With respect to any foreign professional corporation qualified to render professional services in this state, each such governmental agency shall adopt rules, regulations, and orders as appropriate to restrict or prohibit any disqualified person from doing any of the following: (1) Being a shareholder, director, officer, or employee of the corporation. (2) Rendering services in any profession in which he or she is a disqualified person. (3) Participating in the management of the corporation. (4) Sharing in the income of the corporation. (Amended by Stats. 1993, Ch. 910, Sec. 10. Effective January 1, 1994.)
  66. 14.

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

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    For this code section, the term “County” also includes a “city and county.”

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 14. “County” includes “city and county.” (Enacted by Stats. 1947, Ch. 1038.)
  67. 1400.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. )

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    A domestic corporation in a U.S. reorganization proceeding may carry out the plan and court orders, and specified persons may act for it without further board or shareholder action.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. ) ## 1400. (a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, has full power and authority to put into effect and carry out any plan of reorganization and the orders of the court or judge entered in such proceeding and may take any proceeding and do any act provided in the plan or directed by such orders, without further action by its board or shareholders. Such power and authority may be exercised and such proceedings and acts may be taken, as may be directed by such orders, by the trustee or trustees of such corporation appointed in the reorganization proceeding (or a majority thereof), or if none is appointed and acting, by officers of the corporation designated or a master or other representative appointed by the court or judge, with like effect as if exercised and taken by unanimous action of the board and shareholders of the corporation. (b) Such corporation may, in the manner provided in subdivision (a), but without limiting the generality or effect of subdivision (a), alter, amend or repeal its bylaws; constitute or reconstitute its board and name, constitute or appoint directors and officers in place of or in addition to all or some of the directors or officers then in office; amend its articles; make any change in its capital stock; make any other amendment, change, alteration or provision authorized by this division; be dissolved, transfer all or part of its assets or merge as permitted by this division, in which case, however, no shareholder shall have any statutory dissenter’s rights; change the location of its principal office or remove or appoint an agent to receive service of process; authorize and fix the terms, manner and conditions of the issuance of bonds, debentures or other obligations, whether or not convertible into shares of any class or bearing warrants or rights to purchase or subscribe to shares of any class; or lease its property and franchises to any corporation, if permitted by law. (Amended by Stats. 2022, Ch. 617, Sec. 23. (SB 1202) Effective January 1, 2023.)
  68. 14000.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. )

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    This section says Chapter 1 may be cited as the California Small Business Financial Development 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14000. This chapter shall be known and may be cited as the California Small Business Financial Development Corporation Law. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  69. 14001.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The Legislature states its goals for this chapter and says corporations operating under it should coordinate with other regional job and business development efforts as far as feasible.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14001. (a) It is the intent of the Legislature in enacting this chapter to promote the economic development of small businesses through the California Small Business Finance Center by making available capital, general management assistance, and other resources, including financial services, personnel, and business education to small business entrepreneurs, including women, veteran, and minority-owned businesses, for the purpose of promoting the health, safety, and social welfare of the citizens of California, to eliminate unemployment of the economically disadvantaged of the state, and to stimulate economic development and entrepreneurship. (b) It is the further intent of the Legislature to provide a flexible means to mobilize and commit all available and potential resources in the various regions of the state to fulfill these objectives, including federal, state, and local public resources, and private debt and equity investment. (c) It is the further intent of the Legislature that corporations operating pursuant to this law shall, to the maximum extent feasible, coordinate with other job and business development efforts within their region directed toward implementing the purpose of this chapter. (d) It is the further intent of the Legislature to provide expanded resources allowing participation by small and emerging contractors in state public works contracts. Increased access to surety bonding resources will assist in supporting participation by those firms in public works contracts, and by stimulating increased participation by small firms, the state will benefit from increased competition and lower bid costs. (Amended by Stats. 2014, Ch. 71, Sec. 23. (SB 1304) Effective January 1, 2015.)
  70. 14002.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. )

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    If part of this chapter is invalid, the rest of the chapter still applies if it can work without the invalid 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 1. Introduction [14000 - 14002] ( Article 1 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14002. If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  71. 14003.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 2. Definitions [14003- 14003.] ( Article 2 added by Stats. 2013, Ch. 537, Sec. 2. )

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    This section defines terms used in the chapter on California Small Business Financial Development Corporations.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 2. Definitions [14003- 14003.] ( Article 2 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14003. Unless the context otherwise requires, the definitions in this section shall govern the construction of this chapter. (a) “Bank” means the California Infrastructure and Economic Development Bank. (b) “Bank board” means the board of directors of the California Infrastructure and Economic Development Bank. (c) “Board of directors” means the board of directors of the corporation. (d) “California Small Business Board” means the advisory board established pursuant to Section 14004.1 for the purpose of advising on issues and programs affecting small business. (e) “California Small Business Finance Center” means the governmental unit within the bank, which is located within the Governor’s Office of Business and Economic Development, with the administrative responsibility for the programs and activities authorized pursuant to Section 8684.2 of the Government Code, the Small Business Financial Assistance Act of 2013 (Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code), and this chapter. (f) “Corporation” means any nonprofit California small business financial development corporation created pursuant to this chapter, or pursuant to Chapter 1 (commencing with Section 32000) of Division 15.5 of the Financial Code. (g) “Directives and requirements” means a document adopted by the bank board setting forth policy direction as well as key rules governing a particular subject area. (h) “Executive director” means the executive director of the California Infrastructure and Economic Development Bank. (i) “Expansion fund” means the California Small Business Expansion Fund authorized pursuant to Section 63089.5 of the Government Code. (j) “Financial company” means banking organizations, including national banks and trust companies, savings and loan associations, certified community development financial institutions, microbusiness lenders, state insurance companies, mutual insurance companies, and other public and private banking, lending, retirement, and insurance organizations. (k) “Financial institution” means regulated banking organizations, including national banks and trust companies authorized to conduct business in the state and state-chartered commercial banks, trust companies, credit unions, and savings and loan associations. (l) “Financial product” means the type of financial assistance described in Section 63088.5 of the Government Code or that the California Small Business Finance Center or a small business financial development corporation is otherwise authorized to provide. (m) “Loan committee” means a committee appointed by the board of directors of a corporation to determine the course of action on a loan application pursuant to Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code. (n) “Microbusiness lender” means a microbusiness lender as defined in Section 13997.2 of the Government Code. (o) “Program manager” means the manager of the California Small Business Finance Center as designated to this title by the executive director of the bank. (p) “Trust fund” means the money from the expansion fund that is held in trust by a financial institution or financial company. A trust fund is not a deposit of state funds and is not subject to the requirements of Section 16506 of the Government Code. (q) “Trust fund account” means an account within the trust fund that is either allocated to a particular corporation or shared by multiple corporations for the purpose of paying loan defaults and claims on bond guarantees or other financial products and program uses provided in this chapter. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  72. 14004.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The program manager must oversee and inspect corporations under this chapter, and may attend their 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14004. (a) The program manager shall do all of the following: (1) Administer this chapter. (2) Make recommendations to the executive director and the bank board on the approval or disapproval of the articles of incorporation. This determination shall be based upon the following: (A) Review of the articles of incorporation and bylaws of the corporation to determine whether they contain the provisions required by this chapter and conform with the directives and requirements adopted by the bank board pursuant to this chapter. (B) A determination as to whether the legislative intent expressed in Section 14001 shall be served by the proposed corporation. (C) A determination as to whether the responsibility, character, and general fitness of the individuals who will manage the corporation are such as to command the confidence of the state and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the intent and purpose of this chapter and that they include representatives of the financial and business community, as well as the economically disadvantaged. (D) A determination by the program manager that there is significant need for a new corporation. (3) Have the accounts of each corporation formed under this chapter examined and audited as of the close of business on June 30 of each year. Material examination exceptions that are not corrected by the corporation within a reasonable period of time may result in the suspension or termination of the corporation pursuant to Section 63089.3 of the Government Code. (4) Have the portfolio of each corporation examined a minimum of once a year. Material examination exceptions that are not corrected by the corporation within a reasonable period of time may result in the suspension or termination of the corporation pursuant to Section 63089.3 of the Government Code. (5) Review reports from the Department of Financial Protection and Innovation and inform corporations as to what corrective action is required. (6) Examine, or cause to be examined, at any reasonable time, all books, records, and documents of every kind, and the physical properties of a corporation. The inspection shall include the right to make copies, extracts, and search records. (b) The program manager may attend and participate at corporation meetings. The program manager, or their designee, shall be an ex officio, nonvoting representative on the board of directors and loan committees of each corporation. The program manager shall meet through telecommunication or in person with the board of directors of each corporation at least once each fiscal year, commencing January 1, 2014. (Amended by Stats. 2022, Ch. 452, Sec. 64. (SB 1498) Effective January 1, 2023.)
  73. 14004.1.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The California Small Business Board must advise the program manager, and it may also advise the Governor and the Small Business Advocate. Public members of the board may be reimbursed for per diem and travel expenses if the bank board allows 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14004.1. (a) The California Small Business Board is hereby continued and created as an advisory board to the California Infrastructure and Economic Development Bank Board, the executive director, and the program manager. The California Small Business Board may also advise the Governor and the Small Business Advocate regarding issues and programs affecting California’s small business community, including, but not limited to, business innovation and expansion, export finance, state procurement, management and technical assistance, venture capital, and financial assistance. (b) The California Small Business Board consists of the following membership: (1) The Director of Finance or his or her designee. (2) The Director of the Office of the Small Business Advocate or his or her designee. (3) The Treasurer or his or her designee. (4) A representative from two different corporations selected by the corporations. (5) Four members appointed by the Governor, one of whom will serve as chair of the California Small Business Board, who are actively involved in the California small business community. (6) Two persons actively involved in the business or agricultural communities, one appointed by the Speaker of the Assembly and one appointed by the Senate Committee on Rules. (7) Two Members of the Legislature, or their designees, one appointed by the Speaker of the Assembly and one appointed by the Senate Committee on Rules, so long as it does not conflict with their duties as legislators. (c) The California Small Business Board shall advise the program manager on matters regarding this chapter and Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code. (d) The public members of the California Small Business Board, at the discretion of the bank board, may be reimbursed per diem and travel expenses pursuant to state law. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  74. 14004.2.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The bank board must approve new corporations recommended by the program manager after making the required reviews and determinations.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 3. Program Manager [14004 - 14004.2] ( Article 3 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14004.2. The bank board shall approve new corporations recommended by the program manager, based on an examination of each of the following: (a) Review of the articles of incorporation and bylaws of the corporation to determine whether they contain the provisions required by this chapter and conform with the directives and requirements adopted by the bank board pursuant to this chapter. (b) Determination as to whether the legislative intent expressed in Section 14001 will be served by the proposed corporation. (c) Determination as to whether the responsibility, character, and general fitness of the individuals who will manage the corporation are able to command the confidence of the state and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the intent and purpose of this chapter and that they include representatives of the financial and business community, as well as the economically disadvantaged. (d) Determination of the program manager that there is significant need for a new corporation. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  75. 14005.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    After bank board approval, an entity becoming a corporation must update its articles of incorporation to include specified corporate details.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14005. Upon approval by the bank board to become a corporation, an entity shall adopt or amend its articles of incorporation to comply with the following: (a) The name of the corporation shall include the words “small business financial development corporation,” except for those corporations formed pursuant to this chapter prior to 2002, which may also be called “small business development corporations,” or those formed prior to 1985, which may also be called “rural or urban development corporations.” (b) The purposes for which the corporation is formed, which shall be those specified in Section 14001. This requirement shall not be deemed to preclude a statement of powers. (c) A geographical description of the corporation’s primary service area. (d) The name and addresses of seven or more persons who are to act in the capacity of directors until the selection of their successors. (e) That the corporation is organized pursuant to the California Small Business Financial Development Corporation Law. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  76. 14006.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    If the bank board agrees with the program manager’s findings, it must direct approval and filing of the articles of incorporation; the program manager must also review amendments for consistency with the chapter’s purposes.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14006. If the bank board concurs with the findings of the program manager pursuant to Section 14004, the bank board shall direct the program manager to approve the articles of incorporation and endorse the approval thereon and forward the same to the Secretary of State for his or her approval and filing. Likewise, the program manager shall review all amendments to the articles of incorporation to ensure consistency with the purposes of this chapter. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  77. 14007.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The corporation’s existence begins when its articles are filed with the Secretary of State and continues perpetually unless another law 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14007. (a) The corporation’s existence as a small business financial development corporation begins upon the filing of the articles with the Secretary of State and continues perpetually, unless otherwise expressly provided for by law. (b) If a corporation is terminated from participation in all programs, in order to continue its existence as a nonprofit corporation pursuant to the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of Title 1 of the Corporations Code), the corporation shall amend its articles of incorporation in accordance with Chapter 8 (commencing with Section 5180) of Part 2 of Division 2 of Title 1 to remove the provisions required by Section 14005, including an amendment to remove the words “small business financial development corporation,” “small business development corporation,” or “rural or urban development corporation,” as applicable, from the corporate name, and shall no longer be registered with the Secretary of State as a small business financial development corporation. A corporation shall not enjoy any of the benefits of a small business financial development corporation following termination. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  78. 14009.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Each corporation must have written grievance procedures for employees, clients, or potential clients, and its bylaws must limit officer removal to a two-thirds vote of the 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14009. (a) Each corporation shall have provisions establishing a grievance procedure for employees, clients, or potential clients, to appeal a decision or obtain redress of an action done by the staff or loan committee of the corporation. The procedures shall be established in writing during the probationary period of a new corporation. (b) The bylaws of the corporation shall authorize the removal of officers only by a two-thirds vote of the directors of the corporation. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  79. 1401.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. )

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    Certain reorganization or dissolution documents must be signed, verified, filed, and then become effective 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. ) ## 1401. (a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by a corporation pursuant to Section 1400 and executed as provided in subdivision (b), shall be filed and shall thereupon become effective in accordance with its terms and the provisions of this chapter. (b) The certificate, agreement of merger, or other instrument shall be signed and verified, as may be directed by the orders of the court or judge, by the trustee or trustees appointed in the reorganization proceeding (or a majority thereof) or, if none is appointed and acting, by officers of the corporation designated or by a master or other representative appointed by the court or judge, and shall state that provision for the making of that certificate, agreement of merger, or instrument is contained in an order, identifying the same, of a court or judge having jurisdiction of a proceeding under a statute of the United States for the reorganization of that corporation. (c) Notwithstanding subdivision (b), a trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation, with respect to which a proceeding has been initiated under any applicable statute of the United States as described in subdivision (a) of Section 1401.5 may execute and file a certificate of dissolution as provided in subdivision (b) of Section 1401.5. (Amended by Stats. 2017, Ch. 267, Sec. 1. (SB 340) Effective January 1, 2018.)
  80. 1401.5.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. )

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    Certain court-appointed representatives may sign and verify a certificate of dissolution once the corporation has been completely wound up.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. ) ## 1401.5. (a) A trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation subject to an order for relief entered in a case under Chapter 11 (commencing with Section 1101) of Title 11 of the United States Code may sign and verify a certificate of dissolution when the corporation has been completely wound up. (b) The certificate of dissolution shall state the following: (1) The name of the corporation. (2) That an order for relief was entered in a case under Chapter 11 (commencing with Section 1101) of Title 11 of the United States Code with respect to the corporation. (3) The identification of the court in which the order for relief was entered and the court’s file number for the matter. (4) That an order confirming a reorganization plan has been entered in that case. (5) That the undersigned has been appointed by the court as a trustee, liquidating agent, responsible officer, or other representative of the corporation. (6) That the shares of the corporation have been canceled pursuant to the terms of that plan. (7) That the assets of the corporation have been distributed pursuant to the terms of that plan. (8) That the corporation is dissolved. (Amended by Stats. 2018, Ch. 92, Sec. 47. (SB 1289) Effective January 1, 2019.)
  81. 14011.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The Nonprofit Public Benefit Corporation Law applies to corporations formed under this chapter, except where this chapter provides 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14011. The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of this title) applies to corporations formed under this chapter, except as to matters otherwise provided for in this chapter. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  82. 14012.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. )

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    A corporation is on probation for six months after it is established, starting when its articles of incorporation are filed with the Secretary of State. While on probation, it may be suspended if the program manager recommends suspension and the executive director affirms 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 4. New Corporations [14005 - 14012] ( Article 4 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14012. For six months following the establishment of a corporation, commencing upon filing of the articles of incorporation with the Secretary of State, a corporation shall be on probation. While on probation, a corporation may be suspended if suspension is recommended by the program manager and affirmed by the executive director. This suspension is nonappealable and not subject to the procedures for suspension applicable to a corporation not on probation. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  83. 14013.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The corporation’s board of directors must exercise the corporation’s 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14013. The corporate powers of a corporation shall be exercised by its board of directors. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  84. 14014.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The bank must contract with each corporation, and those contracts must require specified board-composition and conflict-of-interest 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14014. The bank shall enter into a contract with each corporation that shall require that: (a) A person may not serve on a corporation’s board of directors who is not a resident of, or person conducting business in, the primary service area described in the articles of incorporation. (b) A corporation’s board of directors shall include representatives from all of the following: (1) The financial community. (2) The business community. (3) The economically disadvantaged. (c) The chief executive officer of a corporation, or his or her designee, is the only employee of the corporation who may serve on its board of directors. (d) A person who has a financial interest related to a matter over which the board of directors has authority may not make, participate in making, or in any way attempt to influence that matter. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  85. 14015.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. )

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    A director who stops meeting the qualifications in Section 14014 must immediately leave the director position, and the seat is treated as vacant.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14015. If any director ceases to meet the qualifications established in Section 14014, he or she shall immediately vacate his or her position as a director and the position shall be deemed vacant. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  86. 14016.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. )

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    If a board vacancy occurs, the remaining directors must elect a replacement from the appropriate category to serve the rest of the 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14016. If any vacancy occurs in the elective membership of the board of directors through death, resignation, or otherwise, the remaining directors shall elect a person representing the appropriate category to fill the vacancy for the unexpired term. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  87. 14017.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. )

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    The bank board must direct the program manager to establish new small business financial development corporations.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 5. Corporation Board [14013 - 14017] ( Article 5 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14017. The bank board shall direct the program manager to establish new small business financial development corporations pursuant to the directives and requirements. The directives and requirements shall include steps to achieve a goal of ensuring that small businesses in all areas of the state would have reasonable access to the financial products authorized by Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code for which they are eligible. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  88. 14018.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Every corporation must provide and maintain a central staff to handle its administrative requirements, including functions required by the contract and this chapter.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14018. Every corporation shall provide for, and maintain a central staff to perform, all administrative requirements of the corporation, including all those functions required of a corporation by the contract and this chapter. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  89. 14019.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Reasonable central staff costs must be paid to the corporation from state funds.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14019. Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall be paid to the corporation from state funds, including a portion of the interest earned on the expansion fund and the corporation’s trust fund account, if the corporation has a trust fund account, otherwise, on the expansion fund. (Added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  90. 1402.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. )

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    This chapter stops applying to a corporation when a final decree is entered in the reorganization case, the case is closed, and any trustee is discharged.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. ) ## 1402. The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the case and discharging the trustee or trustees, if any, whether or not jurisdiction may be retained thereafter by the court for limited purposes which do not relate to the consummation of the plan. (Amended by Stats. 2009, Ch. 500, Sec. 17. (AB 1059) Effective January 1, 2010.)
  91. 14020.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. )

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    A corporation must report required statistical and other reports to the program manager or a designated representative.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14020. A corporation shall report to the program manager, or his or her designated representative, all statistical and other reports required by this chapter and Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code, including responses to audit reports, budget requirements, and other information relating to the establishment, monitoring, and suspension or termination of a corporation. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  92. 14021.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. )

    Verify source ↗

    A corporation must make a report to the program manager as required by the referenced Government Code chapter.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 6. Corporations, Miscellaneous [14018 - 14021] ( Article 6 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14021. A corporation shall make a report to the program manager, as required by Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  93. 14022.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Certain bank board, corporation, loan committee, and bank employees are prohibited from taking kickbacks, benefiting from corporation funds, or arranging conditional deposits tied to loans or advances.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14022. It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer, director, contractor, or employee of a corporation, or who is a member of a loan committee, or who is an employee of the California Infrastructure and Economic Development Bank to do any of the following: (a) Ask for, consent, or agree to receive, any commission, emolument, gratuity, money, property, or thing of value for his or her own use, benefit, or personal advantage, for procuring or endeavoring to procure for any person, partnership, joint venture, association, or corporation, any loan, guarantee, financial, or other assistance from any corporation. (b) Borrow money, property, or to benefit knowingly, directly or indirectly, from the use of the money, credit, or property of any corporation. (c) Make, maintain, or attempt to make or maintain, a deposit of the funds of a corporation with any other corporation or association on condition, or with the understanding, expressed or implied, that the corporation or association receiving the deposit shall pay any money or make a loan or advance, directly or indirectly, to any person, partnership, joint venture, association, or corporation, other than to a corporation formed under this chapter. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  94. 14023.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Certain bank board members, officers, directors, and bank employees must not buy or receive a corporation’s assets, or be interested in doing so, unless the corporation gets the asset’s fair market value at the time of the transaction.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14023. It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer or director of a corporation, or who is an employee of the California Infrastructure and Economic Development Bank to purchase or receive, or to be otherwise interested in the purchase or receipt, directly or indirectly, of any asset of a corporation, without paying to the corporation the fair market value of the asset at the time of the transaction. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  95. 14024.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. )

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    Violating any provision of this article is a felony.

    ## 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 5. SMALL BUSINESSES [14000 - 14024] ( Heading for Part 5 [as added by Stats. 1989, Ch. 1399] added by Stats. 1990, Ch. 216, Sec. 10. ) ## CHAPTER 1. California Small Business Financial Development Corporations [14000 - 14024] ( Chapter 1 repealed and added by Stats. 2013, Ch. 537, Sec. 2. ) ## ARTICLE 7. Conflict of Interest [14022 - 14024] ( Article 7 added by Stats. 2013, Ch. 537, Sec. 2. ) ## 14024. Violation of any provision of this article shall constitute a felony. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)
  96. 1403.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. )

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    Anyone filing certain papers under this chapter must pay the Secretary of State the same fees charged for similar filings by corporations not in reorganization proceedings.

    ## 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 14. Bankruptcy Reorganizations and Arrangements [1400 - 1403] ( Chapter 14 added by Stats. 1975, Ch. 682. ) ## 1403. For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as are payable by corporations not in reorganization proceedings upon the filing of like certificates, agreements or other papers. (Amended by Stats. 2009, Ch. 500, Sec. 18. (AB 1059) Effective January 1, 2010.)
  97. 14200.

    ## 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 6. EMPLOYEE-OWNED BUSINESSES [14200- 14200.] ( Part 6 added by Stats. 1989, Ch. 429, Sec. 1. )

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    The Legislature states that employee-owned businesses and employee participation in management are expected to support local economies, productivity, community investment, and new capital formation.

    ## 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 6. EMPLOYEE-OWNED BUSINESSES [14200- 14200.] ( Part 6 added by Stats. 1989, Ch. 429, Sec. 1. ) ## 14200. The Legislature finds and declares that the formation of employee-owned businesses and the participation of employees in the management of businesses in this state will promote the stabilization of local economies, anchor business activity, and increase productivity. The Legislature further finds that the encouragement of employee-owned businesses will increase and broaden community investments in this state and encourage new capital formation through employee ownership. (Added by Stats. 1989, Ch. 429, Sec. 1.)
  98. 14300.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Certain water corporations must state in their articles or bylaws that water is sold only to shareholders and shares are tied to specific land; some sales and contracts are allowed, and the secretary must cancel and reissue stock in certain land-transfer situations.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14300. (a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes may provide, and any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for domestic use shall provide, in its articles or bylaws that water shall be sold, distributed, supplied, or delivered only to owners of its shares and that the shares shall be appurtenant to certain lands when the same are described in the certificate issued therefor; and when the certificate is so issued and a certified copy of the articles or bylaws recorded in the office of the county recorder in the county where the lands are situated the shares of stock shall become appurtenant to the lands and shall only be transferred therewith, except after sale or forfeiture for delinquent assessments thereon as provided in Section 14303. Notwithstanding this provision in its articles or bylaws, any such corporation may sell water to the state, or any department or agency thereof, or to any school district, or to any public agency, or, to any other mutual water company or, during any emergency resulting from fire or other disaster involving danger to public health or safety, to any person at the same rates as to holders of shares of the corporations; and provided further, that any corporation may enter into a contract with a county fire protection district to furnish water to fire hydrants and for fire suppression or fire prevention purposes at a flat rate per hydrant or other connection. In the event lands to which any stock is appurtenant are owned or purchased by the state, or any department or agency thereof, or any school district, or public agency, the stock shall be canceled by the secretary, but shall be reissued to any person later acquiring title to the land from the state department, agency, or school district, or public agency. (b) A corporation described in subdivision (a) shall be known as a mutual water company. (Amended by Stats. 2011, Ch. 512, Sec. 2. (AB 54) Effective January 1, 2012.)
  99. 14300.5.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    This section says that, for this chapter, “public water system” has the same meaning as in Health and Safety Code Section 116275.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14300.5. For purposes of this chapter, “public water system” shall have the same meaning as provided in Section 116275 of the Health and Safety Code. (Added by Stats. 2011, Ch. 512, Sec. 3. (AB 54) Effective January 1, 2012.)
  100. 14301.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Certain water-focused corporations may set their only corporate purpose in their articles, and they may amend the articles for that purpose. They may not distribute gains, profits, or dividends to members or shareholders except when the corporation dissolves.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14301. A corporation, including a nonprofit corporation organized for or engaged in the business of developing, distributing, supplying, or delivering water for irrigation or domestic use, or both, may provide in its articles, or may amend its articles to provide, that its only purpose shall be to develop, distribute, supply, or deliver water for irrigation or domestic use, or both, to its members or shareholders, at actual cost plus necessary expenses. The amendment of the articles may be accomplished by: (a) The passage by a three-fourths vote of the members of the board of directors of the corporation of a resolution adopting as the purpose of the corporation the purpose set forth in this section. (b) The signing, verification, and filing of a certificate setting forth the resolution and the manner of its adoption. The corporation shall not distribute any gains, profits, or dividends to its members or shareholders except upon the dissolution of the corporation. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  101. 14301.1.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Mutual water companies operating public water systems must file a boundary map by December 31, 2012 and answer certain local commission information requests within 45 days.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14301.1. (a) No later than December 31, 2012, each mutual water company that operates a public water system shall submit to the local agency formation commission for its county a map depicting the approximate boundaries of the property that the mutual water company serves. (b) A mutual water company that operates a public water system shall respond to a request from a local agency formation commission, located within a county that the mutual water company operates in, for information in connection with the preparation of municipal service reviews or spheres of influence pursuant to Chapter 4 (commencing with Section 56425) of Part 2 of Division 3 of Title 5 of the Government Code within 45 days of the request. The mutual water company shall provide all reasonably available nonconfidential information relating to the operation of the public water system. The mutual water company shall explain, in writing, why any requested information is not reasonably available. The mutual water company shall not be required to disclose any information pertaining to the names, addresses, or water usage of any specific shareholder. This subdivision shall not be interpreted to require a mutual water company to undertake any study or investigation. A mutual water company may comply with this section by submitting to the local agency formation commission the same information that the mutual water company submitted to the State Department of Public Health. (c) A mutual water company that operates a public water system shall be subject to the requirements of, and has the powers granted by, subdivision (b) of Section 116755 of the Health and Safety Code. (Added by Stats. 2011, Ch. 512, Sec. 4. (AB 54) Effective January 1, 2012.)
  102. 14301.2.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Board members of a mutual water company that operates a public water system must comply with specified training requirements.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14301.2. Each board member of a mutual water company that operates a public water system shall comply with the training requirements set out in subdivision (a) of Section 116755 of the Health and Safety Code. (Added by Stats. 2011, Ch. 512, Sec. 5. (AB 54) Effective January 1, 2012.)
  103. 14301.3.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Mutual water companies must ensure construction on their public water systems meets applicable California Waterworks standards and keep a reserve fund for repairs and replacements.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14301.3. (a) All construction on public water systems operated by a mutual water company shall be designed and constructed to comply with the applicable California Waterworks standards, as provided in Chapter 16 (commencing with Section 64551) of Division 4 of Title 22 of the California Code of Regulations. (b) A mutual water company that operates a public water system shall maintain a financial reserve fund for repairs and replacements to its water production, transmission, and distribution facilities at a level sufficient for continuous operation of facilities in compliance with the federal Safe Drinking Water Act (42 U.S.C. Sec. 300f et seq.) and the California Safe Drinking Water Act (Chapter 4 (commencing with Section 116270) of Part 12 of Division 104 of the Health and Safety Code). (Amended by Stats. 2012, Ch. 162, Sec. 23. (SB 1171) Effective January 1, 2013.)
  104. 14302.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    When qualifying real property is transferred, the water company’s secretary must issue a new stock certificate to the named grantee and update the company books.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14302. Whenever the owner of real property to which water stock by the terms of the certificate thereof is appurtenant at the time of conveyance, by properly executed conveyance, transfers to another the real property with the appurtenances belonging to the property, or whenever title to the property passes by execution sale, or by foreclosure or probate proceedings, the secretary of the water company that issued the stock shall, upon exhibition to him or her of a deed of the land duly recorded, or the necessary court order duly recorded, issue to the grantee named in the conveyance a new certificate of stock for the number of shares appurtenant to the land as shown by the books and records of the company. The secretary of the water company shall enter the name of the grantee upon the books of the company as the owner of the shares of stock and shall cancel on the books the number of former shares of stock so appurtenant to the land in the name of the grantor or of any previous owner of the land, or of any other person. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  105. 14303.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    A qualifying water corporation may levy assessments on its shares, including shares that are not fully paid, unless its articles or bylaws say 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14303. A corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes or domestic use, and not as a public utility, may levy assessments upon its shares, whether or not fully paid, unless otherwise provided in its articles or bylaws. If any shares of the corporation that have been made appurtenant to any land as provided in this chapter, become delinquent in the payment of assessments, the right to receive water or dividends thereon may be denied, and they may be sold and transferred without those lands as if not appurtenant thereto, and the purchaser shall acquire the right to receive water as provided in the articles or bylaws of the corporation, or they may be forfeited to the corporation. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  106. 14304.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    A mutual water company’s board may record a lien notice against a shareholder’s property if the shareholder has not timely paid water-related charges, the company’s articles or bylaws allow it, and the shareholder gets at least 20 days’ 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14304. If a shareholder of a mutual water company has not timely paid any rate, charge, or assessment arising from, or related to, water service provided by the mutual water company to the shareholder’s property, and if authorized by its articles or bylaws, then after providing at least 20 days’ written notice to the shareholder, the board of directors of the mutual water company may authorize the recording of a notice of lien against that shareholder’s property to secure the collection of the rates, charges, and assessments owed to the mutual water company by the shareholder. (Added by Stats. 2013, Ch. 633, Sec. 1. (AB 240) Effective January 1, 2014.)
  107. 14305.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    This section requires mutual water company boards to give eligible persons notice, access, speaking rights, and meeting records, while limiting executive sessions and out-of-meeting action.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14305. (a) (1) This section shall be known and may be cited as the Mutual Water Company Open Meeting Act. (2) This section shall only apply to a mutual water company that operates a public water system. (b) (1) (A) A board of directors of a mutual water company shall allow an eligible person to personally attend a meeting of the board, if the eligible person gave the board at least 24 hours advance written notice of his or her intent to personally attend the meeting. (B) Notwithstanding any other law, the board of directors may use teleconferencing to provide any eligible person access to the meeting that otherwise would be denied attendance at a meeting of the board for failure to provide this notice, or because the number of eligible persons having already provided notice of attendance exceeds the room capacity of the place of the meeting described in the notice issued pursuant to subdivision (f). The teleconferenced meeting or proceeding shall comply with this section and all other applicable provisions of law relating to a specific type of meeting or proceeding conducted by a mutual water company. If the board uses teleconferencing, the board shall provide to an eligible person attending a meeting by teleconference, before the meeting begins, an electronic copy or photocopy of all documents not related to an executive session to be discussed at the meeting. A board of directors of a mutual water company shall not prohibit an eligible person from attending a meeting of the board either in person, so long as the eligible person has complied with the notice requirement of paragraph (A), or by teleconference except as provided by paragraph (2). A board of directors may allow an eligible person to attend the meeting personally in lieu of using teleconferencing pursuant to this paragraph. (C) For purposes of this subdivision, the term “teleconference” means, to the extent it is technologically feasible, any electronic means, that includes either audio or video or both, that allows an eligible person to hear a meeting and verbally interact with the board, including, but not limited to, a telephone, cellular telephone with speaker phone technology, or computer, or a device using internet-based video or audio conference technology. (2) A board of directors of a mutual water company shall only meet in executive session during a meeting. A board may prohibit an eligible person from attending an executive session to consider pending or potential litigation, matters relating to the formation of contracts with third parties, including matters relating to the potential acquisition of real property or water rights, member or shareholder discipline, personnel matters, or to meet with a member or shareholder, upon the member or shareholder’s request, regarding the member or shareholder’s payment of assessments, as specified in Section 14303. (3) The board of directors of a mutual water company shall meet in executive session, if requested by a member or shareholder who may be subject to a fine, penalty, or other form of discipline, and the member shall be entitled to attend the executive session. (4) An eligible person shall be entitled to attend a teleconference meeting, as specified in paragraph (3) of subdivision (o), or the portion of the teleconference meeting that is open to eligible persons, and shall be entitled to attend with or without fulfilling the notice requirement in paragraph (1). The teleconference meeting or portion of the meeting that is open to eligible persons shall be audible to the eligible person in a location specified in the notice of the meeting. (c) Any matter discussed in executive session shall be generally noted in the minutes of the meeting at which the executive session occurred. (d) The minutes, minutes proposed for adoption that are marked to indicate draft status, or a summary of the minutes, of any meeting of the board of directors of a mutual water company, conducted on or after January 1, 2014, other than an executive session, shall be available to eligible persons within 30 days of the meeting. The minutes, proposed minutes, or summary minutes shall be provided to any eligible person upon request and upon reimbursement of the mutual water company’s costs for providing the minutes. (e) The pro forma budget required in Section 14306 shall be available to eligible persons within 30 days of the meeting at which the budget was adopted. The budget shall be provided to any eligible person upon request and upon reimbursement of the mutual water company’s costs. (f) Unless the bylaws provide for a longer period of notice, eligible persons shall be given notice of the time and place of a meeting as defined in subdivision (o), except for an emergency meeting, at least four days prior to the meeting. Notice shall be given by posting the notice in a prominent, publicly accessible place or places within the territory served by the mutual water company and by mail to any eligible person who had requested notification of board meetings by mail, at the address requested by the eligible person. Eligible persons requesting notice by mail shall pay the costs of reproduction and mailing of the notice in advance. Notice may also be given by mail, by delivery of the notice to each unit served by the mutual water company, or, with the consent of the eligible person, by electronic means. The notice shall contain the agenda for the meeting. (g) An emergency meeting of the board may be called by the chief executive officer of the mutual water company, or by any two members of the board of directors other than the chief executive officer, if there are circumstances that could not have been reasonably foreseen which require immediate attention and possible action by the board, and which of necessity make it impracticable to provide notice as required by this section. (h) The board of directors of a mutual water company shall permit any eligible person to speak at any meeting of the mutual water company or the board of directors, except for any portion of a meeting that is held in executive session outside the presence of eligible persons. A reasonable time limit for all eligible persons to speak to the board of directors or before a meeting of the mutual water company shall be established by the board of directors. (i) (1) Except as described in paragraphs (2) to (4), inclusive, the board of directors of the mutual water company shall not discuss or take action on any item at a nonemergency meeting unless the item was placed on the agenda included in the notice that was posted and distributed pursuant to subdivision (f). This subdivision does not prohibit an eligible person who is not a member of the board from speaking on issues not on the agenda. (2) Notwithstanding paragraph (1), a member of the board of directors, mutual water company officers, or a member of the staff of the mutual water company, may do any of the following: (A) Briefly respond to statements made or questions posed by a person speaking at a meeting as described in subdivision (h). (B) Ask a question for clarification, make an announcement, or make a brief report on his or her own activities, whether in response to questions posed by an eligible person or based upon his or her own initiative. (3) Notwithstanding paragraph (1), the board of directors or a member of the board of directors, subject to rules or procedures of the board of directors, may do any of the following: (A) Provide a reference to, or provide other resources for factual information to, the mutual water company’s officers or staff. (B) Request the mutual water company’s officers or staff to report back to the board of directors at a subsequent meeting concerning any matter, or take action to direct the mutual water company’s officers or staff to place a matter of business on a future agenda. (C) Direct the mutual water company’s officers or staff to perform administrative tasks that are necessary to carry out this subdivision. (4) (A) Notwithstanding paragraph (1), the board of directors may take action on any item of business not appearing on the agenda posted and distributed pursuant to subdivision (f) under any of the following conditions: (i) Upon a determination made by a majority of the board of directors present at the meeting that an emergency situation exists. An emergency situation exists if there are circumstances that could not have been reasonably foreseen by the board, that require immediate attention and possible action by the board, and that, of necessity, make it impracticable to provide notice. (ii) Upon a determination made by the board by a vote of two-thirds of the members present at the meeting, or, if less than two-thirds of total membership of the board is present at the meeting, by a unanimous vote of the members present, that there is a need to take immediate action and that the need for action came to the attention of the board after the agenda was posted and distributed pursuant to subdivision (f). (iii) The item appeared on an agenda that was posted and distributed pursuant to subdivision (f) for a prior meeting of the board of directors that occurred not more than 30 calendar days before the date that action is taken on the item and, at the prior meeting, action on the item was continued to the meeting at which the action is taken. (B) Before discussing any item pursuant to this paragraph, the board of directors shall openly identify the item to the members in attendance at the meeting. (j) (1) Notwithstanding any other law, the board of directors shall not take action on any item of business outside of a meeting. (2) (A) Notwithstanding any other provision of law, the board of directors shall not conduct a meeting via a series of electronic transmissions, including, but not limited to, electronic mail, except as specified in subparagraph (B). (B) Electronic transmissions may be used as a method of conducting an emergency meeting if all members of the board, individually or collectively, consent in writing to that action, and if the written consent or consents are filed with the minutes of the meeting of the board. These written consents may be transmitted electronically. (k) (1) An eligible person may bring a civil action for declaratory or equitable relief for a violation of this section by a mutual water company for which he or she is defined as an eligible person for a judicial determination that an action taken by the board is null and void under this section. (2) Prior to the commencement of an action pursuant to paragraph (1), the eligible person shall make a demand on the board to cure or correct the action alleged to be taken in violation of this section. The demand shall be in writing, and submitted within 90 days from the date the action was taken. The demand shall state the challenged action of the board and the nature of the alleged violation. (3) Within 30 days of receipt of the demand, the board shall cure or correct the challenged action and inform the demanding party in writing of its actions to cure or correct, or inform the demanding party in writing of its decision not to cure or correct the challenged action. (4) Within 15 days of receipt of the written notice of the board’s decision to cure or correct or not to cure or correct, or within 15 days of the expiration of the 30-day period to cure or correct, whichever is earlier, the demanding party shall commence the action pursuant to paragraph (1). If the demanding party fails to commence the action pursuant to paragraph (1), that party shall be barred from commencing the action thereafter. (l) A board action that is alleged to have been taken in violation of this section shall not be determined to be void if the action taken was in substantial compliance with this section. (m) The fact that the board of directors of a mutual water company takes subsequent action to cure or correct an action taken pursuant to this section shall not be construed as, or admissible as evidence of, a violation of this section. (n) An eligible person who prevails in a civil action to enforce his or her rights pursuant to this section shall be entitled to reasonable attorney’s fees and court costs. A prevailing mutual water company shall not recover any costs, unless the court finds the action to be frivolous, unreasonable, or without foundation. (o) As used in this section: (1) “Eligible person” means a person who is any of the following: (A) A shareholder or member of the mutual water company. (B) A person who is an occupant, pursuant to a lease or a rental agreement, of commercial space or a dwelling unit to which the mutual water company sells, distributes, supplies, or delivers drinking water. (C) An elected official of a city or county who represents people who receive drinking water directly from the mutual water company on a retail basis. (D) Any other person eligible to participate in the mutual water company’s meetings under provisions of the company’s articles or bylaws. (2) “Item of business” means any action within the authority of the board, except those actions that the board has validly delegated to any other person or persons, officer of the mutual water company, or committee of the board comprising less than a majority of the directors. (3) “Meeting” means either of the following: (A) A congregation of a majority of the members of the board at the same time and place to hear, discuss, or deliberate upon any item of business that is within the authority of the board. (B) A teleconference in which a majority of the members of the board, in different locations, are connected by electronic means, through audio or video or both. A teleconference meeting shall be conducted in a manner that protects the rights of members of the mutual water company and otherwise complies with the requirements of this title. The notice of the teleconference meeting shall identify at least one physical location so that members of the mutual water company may attend and at least one member of the board of directors or a person designated by the board shall be present at that location. Participation by board members in a teleconference meeting constitutes presence at that meeting as long as all board members participating in the meeting are able to hear one another and members of the mutual water company speaking on matters before the board. (4) “Mutual water company” means a mutual water company, as defined in Section 14300, that operates a public water system, as defined in Section 14300.5. (Amended by Stats. 2015, Ch. 669, Sec. 2. (AB 1077) Effective January 1, 2016.)
  108. 14306.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    The board of a mutual water company that operates a public water system must adopt an annual budget in an open meeting and must hire an accountant to conduct an annual review of financial records and reports. Eligible persons may request a copy of the report and must reimburse the company’s costs.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14306. (a) The board of a mutual water company that operates a public water system shall adopt, in an open meeting, an annual budget on or before the start of each fiscal year of the mutual water company. (b) The board of a mutual water company that operates a public water system shall contract with a certified public accountant or public accountant to conduct an annual review of the financial records and reports of the mutual water company. The review shall be subject to generally accepted accounting standards. (c) Eligible persons may request a copy of the report, and shall reimburse the mutual water company for the costs of providing the report. (d) For purposes of this section, the term “eligible persons” has the same meaning as that term is defined in subdivision (o) of Section 14305. (Added by Stats. 2013, Ch. 633, Sec. 3. (AB 240) Effective January 1, 2014.)
  109. 14307.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. )

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    A mutual water company operating a public water system must promptly provide specified records to an eligible person after a written request and payment of duplication costs, unless its governing documents set stricter 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 1. Water Companies [14300 - 14307] ( Chapter 1 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14307. (a) (1) Unless its governing documents impose more stringent standards, a mutual water company that operates a public water system shall make the following records promptly available upon written request to an eligible person upon payment of fees covering direct costs of duplication: (A) Agendas and minutes of board meetings conducted on or after January 1, 2014. (B) A copy of an annual budget adopted pursuant to subdivision (a) of Section 14306. (C) A copy of an accounting report prepared pursuant to subdivision (b) of Section 14306. (D) A copy of any records reporting the results of a water quality test. (E) A copy of an annual report that has been distributed to the mutual water company’s shareholder or members. (2) Any request for records pursuant to this subdivision shall be limited to the three calendar years preceding the written request for the records. (b) For the purposes of this section, “eligible person” means a person who is any of the following: (1) A stockholder or member of the mutual water company. (2) A person who is an occupant, pursuant to a lease or a rental agreement, of commercial space or a dwelling unit to which the mutual water company sells, distributes, supplies, or delivers drinking water. (3) An elected official of a city or county who represents people who receive drinking water directly from the mutual water company on a retail basis. (4) Any other person eligible to obtain copies of the records listed in subdivision (a) under provisions of the mutual water company’s articles or bylaws. (Added by Stats. 2013, Ch. 633, Sec. 4. (AB 240) Effective January 1, 2014.)
  110. 14310.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

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    This section states the Legislature’s intent for mutual water companies tied to subdivisions: there should be an adequate potable water supply and distribution system for domestic use and fire protection, and adequate disclosure and protection for security holders.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14310. (a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual water company is formed or is about to be formed in connection with a subdivision, as defined in Sections 11000 and 11004.5 of the Business and Professions Code, an adequate potable water supply and distribution system exists for domestic use and fire protection. (2) That adequate disclosure and protection to the security holders exist with respect to rights and duties arising from their security holdings in a mutual water company. (b) For purposes of this chapter, the use of the term “subdivision” has the same definition as “subdivision” as defined in Sections 11000 and 11004.5 of the Business and Professions Code. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  111. 14311.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

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    Certain mutual water companies must comply with this chapter, and older companies may choose to comply.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14311. A mutual water company formed on or after January 1, 1998, in connection with the offering for sale or lease, or with the sale or lease, of lots within a subdivision and organized to sell, distribute, supply, or deliver water for domestic use to owners of lots in the subdivision shall meet all the requirements of this chapter. A mutual water company described in this section and formed before January 1, 1998, may elect to meet all the requirements of this chapter. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  112. 14312.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

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    A developer using a mutual water company structure must attach required disclosures to the public report application, and the company must deliver an offering circular and comply with the required water-system and securities 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14312. (a) Any person who intends to offer for sale or lease lots within a subdivision within this state and to provide water for domestic use to purchasers of the lots within a subdivision through the formation of a mutual water corporation described in Section 14311, shall include as part of the application for a public report, as described in Section 11010 of the Business and Professions Code, a separate document containing all of the following information, representations, and assurances: (1) That the provisions of this chapter have been complied with. (2) That the area in which the mutual water company proposes to deliver water encompasses and includes the entire subdivision and, when applicable, will include parcels to be annexed to the subdivision. (3) That the mutual water company has contacted the Public Utilities Commission and the county local agency formation commission to determine if the proposed area described in paragraph (2) will overlap an existing water service area or if an existing water service area could more appropriately serve the subdivision. (4) That the mutual water company has a source of, and title to, a water supply, distribution, and fire protection system sufficient to satisfy expected demands for water from the subdivision. (5) That copies of the contracts and other documents relating to the acquisition by the mutual water company of the water supply, distribution, and fire protection system have been delivered to, and are on file with, the mutual water company and that these contracts and documents evidence the mutual water company’s title to the water supply, distribution, and fire protection system. (6) That the subdivider or applicant has executed and entered into a written contract with the mutual water company wherein the subdivider or applicant has agreed to pay monthly a proportional part of the repair and replacement fund according to a ratio of the number of lots owned or controlled by the subdivider or applicant to the total number of lots in the subdivision. (7) That an engineer’s report has been prepared in accordance with this chapter and Sections 260.504.2 to 260.504.2.4, inclusive, of Title 10 of the California Code of Regulations and is on file with the mutual water company. (8) That the mutual water company will distribute potable water for domestic use and has obtained, and has on file, a copy of the permit issued by the State Water Resources Control Board, as required pursuant to Section 116540 of the Health and Safety Code, or by a local primacy agency that has been delegated the authority to issue permits to small water systems, with the concurrence of the State Water Resources Control Board. (9) That the securities of the mutual benefit water corporation will be sold or issued only to purchasers of lots in the subdivision, or to successors in interest of purchasers of lots in the subdivision, and not sold or issued to the subdivider, applicant, or to the successor in interest of the subdivider or applicant, and that the securities will be sold or issued only after a public report for the subdivision has been issued by the Real Estate Commissioner. (10) That the securities to be issued by the mutual water company are appurtenant to the land pursuant to Section 14300. (11) That the water supply and distribution system will serve each lot in the subdivision and be completed prior to the issuance of the public report by the Real Estate Commissioner. (12) That there is a statement, signed by either the engineer who prepared the engineer’s report referred to in paragraph (7) or a person employed or acting on behalf of a public agency or other independent qualified person, that the water supply and distribution system has been examined and tested and that the water supply and distribution system operates in accordance with the design standards of the water supply and distribution system required by this chapter, and that a copy of this statement is on file with the mutual water company. (13) That the articles of incorporation or bylaws of the mutual water company contain all of the following: (A) A statement to the effect that the mutual water company shall provide water to all members or shareholders. If there will be an owners’ association of the subdivision, an additional statement that water shall also be provided to the common areas. (B) A provision directing the board of directors to establish a rate structure that will result in the accumulation and maintenance of a fund for the repair, administration, maintenance, and replacement of the water supply, distribution, and fire protection system, that the rate charged shall bear a reasonable relationship to the cost of furnishing water and maintaining the system, and that unimproved lots included within the area to be served shall bear a proportionate share of the cost of repair and replacement of the water supply, distribution, and fire protection system, as well as a proportionate share of the cost of maintaining the fund. (C) A statement evidencing a reasonable relationship between each unit of the securities to be issued and each unit of the area to be served, such as one share of common stock issued for each subdivision lot purchased. (D) A prohibition on the issuance of fractional shares or securities. (E) A statement, meeting the requirements of Section 14300, that the securities are appurtenant to the land within the area to be served. (F) Provision for the transfer of the securities, voting rights of the security holders, inspection of books and records by security holders, necessary or contemplated expansion of the facilities of the mutual water company, and further subdivision, where applicable, of the area to be served. (G) The limitation on the salaries paid to the persons operating, or employed by, the mutual water company, including officers and directors. (H) A provision for annual meetings of the security holders accompanied by a provision for adequate notice. (I) A provision for the annual distribution to each security holder of fiscal yearend financial statements within 105 days of the close of the fiscal year. (J) In the case of a mutual water company that purchases water for distribution from a public utility, municipal water company, or water district, a provision for charging all security holders a pro rata amount of the cost of water supplied to an entity providing fire protection service. (K) A provision that a share certificate shall be issued to each lot purchased. (L) In the case of a mutual water company serving a residential subdivision, the following statements: (i) the mutual water company shall be a separate corporation formed and organized for the purpose described in Section 14311; and (ii) if a shareholder becomes delinquent in paying assessments, the right to receive water or dividends may be denied or forfeited but those rights shall not be sold or transferred without the land. (14) That an offering circular has been prepared and will be used in any offer and sale of the securities of the mutual water company. (15) That the writings and documents evidencing compliance with all of the above provisions of the subdivision are on file as part of the permanent record of the mutual water company. (b) The contracts and documents described in paragraph (5) of subdivision (a) shall include all of the following: (1) Any bill of sale transferring all personal property used and usable in the operation of the mutual water company. (2) A copy of any recorded deed to the wells and water tanks to be used by the mutual water company in the supply, distribution, and fire protection system. (3) Copies of any recorded deeds granting easements for construction, repair, maintenance, and improvements of the water supply, distribution, and fire protection system. (c) The written contract described in paragraph (6) of subdivision (a) shall provide that, in consideration of the transfer by the subdivider or applicant to the mutual water company of the water supply, distribution, and fire protection system, the mutual water company agrees to do all of the following: (1) Sell and issue securities to the purchasers of the remaining lots in the subdivision on the same terms, except for the price if the difference is justified, as for the initial purchasers. (2) Cooperate with the subdivider or applicant in the operation, maintenance, and improvement of the present and contemplated water supply, distribution, and fire protection system. (3) Contract with the subdivider, applicant, or a successor in interest, if a reasonable request is made to do so, for the management of the mutual water company for as long as lots in the subdivision remain unsold. The terms of the contract shall be subject to approval by the board of directors of the mutual water company, including terms related to the compensation to the subdivider, applicant, or successor in interest, if any. (d) The offering circular described in paragraph (14) of subdivision (a) shall be delivered to each prospective purchaser of the securities and shall include, among other things, all of the following: (1) A discussion of the water supply, distribution, and fire protection system. (2) A summary of the opinion of the engineer along with the engineer’s consent, as required by Sections 260.504.2 to 260.504.2.4, inclusive, of Title 10 of the California Code of Regulations. (3) The area in which the mutual water company intends to provide water service. (4) A discussion of the rights and duties of the security holders of the mutual water company as set forth in its articles of incorporation and bylaws, including the consequence of failure to pay for water or assessments. (5) The fact that the articles of incorporation or bylaws provide that the shares or securities of the mutual water company may not be sold separately from the right to water evidenced by the security of the mutual water company and prohibit issuance of fractional shares or securities of the mutual water company. (6) A discussion of the certificate issued by the State Water Resources Control Board certifying that the water is fit for domestic use. (7) The limitation imposed on salaries to be paid to personnel operating, or employed by, the mutual water company, including officers and directors. (8) A discussion of the transferability of the securities, the voting rights of the security holders, access to books and records, necessary or contemplated expansion of the facilities of the mutual water company, and further subdivision of the area to be served, if applicable. (9) A discussion of the subdivider’s duties with respect to maintenance and repair or replacement of the water supply, distribution, or fire protection system; and a discussion of the establishment and maintenance of the operating, repair, and replacement fund. (e) The following exhibits shall also be attached to the offering circular: (1) A copy of the articles of incorporation and bylaws of the mutual water company, including the articles of incorporation or bylaws recorded under Section 14300. (2) A copy of financial statements of the mutual water company. If the mutual water company has not yet commenced operations, a detailed operating budget for the first six months of operations should be included as an exhibit to the offering circular. The operating budget must include estimated monthly fees to be charged to the water users. (3) A specimen certificate evidencing the security to be issued and meeting the requirements of Section 14300. (f) The Real Estate Commissioner shall prescribe the form and content of the document required by this section. (Amended by Stats. 2019, Ch. 143, Sec. 37. (SB 251) Effective January 1, 2020.)
  113. 14313.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    An engineer’s report for this water system must include detailed information about the proposed supply, distribution, and fire protection system.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14313. The engineer’s report prepared pursuant to the document under Section 14312 shall contain all relevant information pertaining to the proposed water supply, distribution, and fire protection system, including, but not limited to, the following: (a) A system map of the area to be served showing all of the following: (1) The total acreage. (2) The number and location of lots into which the area is or can be subdivided and the location of the connection for water service. (3) The location of all sources of supply, principal pumping stations, diversion works, water treatment and filter plants, and storage facilities. (4) The size, character, and location of all mains and ditches. (5) The location of all valves and gates, gauges, interconnections with other systems, and fire hydrants. (6) The location, size, and kind of each service pipe. (7) The layout of all principal pumping stations and water treatment and filter plants to show size, location, and character of all major equipment, pipelines, connections, valves, and other equipment used in connection therewith. (8) The date of construction and condition of all principal items of plant and extensions of all mains. (b) A description of the sources of supply, including, in the case of wells, information on the depth, diameter, and casing of the well, and a statement indicating that the proposed water supply and distribution system complies with this section, supported by reports showing the sustained capacity of source of supply, or, if all or some water is to be obtained from another source, copies of contracts for obtaining such water, together with estimates of the present and ultimate water consumption in the area to be served. (c) A statement indicating in detail the cost of the water supply, distribution, and fire protection system, and indicating the cost of any required repairs or replacement. (d) An opinion by the engineer to the effect that the water supply, distribution, and fire protection system will adequately, dependably, and safely meet the total requirements for all water consumers under maximum consumption and will meet the requirements of Section 14314. The opinion shall have attached to it the calculations and data used in estimating the water requirements. (e) A statement by the engineer of the estimated cost of maintenance of the system, the estimated useful life of the components of the system, the estimated cost of replacement of the system, and the monthly or annual amount which should be charged to establish a reasonable reserve for maintenance and replacement of the system based on these estimates. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  114. 14314.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    A qualifying mutual water company’s distribution system must meet specified design standards for pressure, water supply, and network layout.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14314. The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use pursuant to this chapter shall comply with all of the following design standards: (a) The system shall be adequate to maintain normal operating pressure of not less than 25 pounds per square inch, nor more than 125 pounds per square inch, at the service connection; provided, however, that during periods of hourly maximum demand, or at the time of peak seasonal loads, the pressure may be reduced to not less than 20 pounds per square inch, and during periods of hourly minimum demand the pressure may increase to not more than 150 pounds per square inch. Variations in pressure under normal operation shall not exceed 50 percent of the average operating pressure. The average operating pressure shall be determined by computing the arithmetical average of at least 24 consecutive hourly pressure readings. (b) The quantity of water delivered to the distribution system from all source facilities shall be sufficient to supply adequately, dependably, and safely the total requirements of all water consumers under maximum consumption, and shall be sufficient to maintain the pressure specified by subdivision (a). (c) The distribution system shall provide at least one connection per service and, to the extent feasible, shall be designed in a property segmented grid so as to do both of the following: (1) Minimize the extent of interruption in water service when repairs are necessary. (2) Avoid dead ends in its water mains. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  115. 14315.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    A mutual water company must provide minimum fire-protection water service and design qualifying water-system work to meet specified minimum flow levels; it may ask a fire protection agency to approve a lower-standard system if it can show the system is adequate.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14315. (a) The mutual water company described in Section 14311 shall provide at least a minimum level of water service to its customers for fire protection purposes as an inherent part of the water system design in accordance with the standards set forth in this section. The standards set forth in this section are the minimum levels of water service that the mutual water company shall provide and shall not preclude the mutual water company from designing a fire protection system that meets higher standards, nor preclude any governmental agency from setting higher standards in any area subject to its jurisdiction. A mutual water company may request a fire protection agency to approve a fire protection system that does not meet the standards set forth in this chapter upon a showing by the mutual water company that the proposed system is adequate for fire protection purposes. (b) In the initial construction, extension, or modification of a water system, any one of which is required to serve (1) a new user or (2) a change in use, the facilities constructed, extended, or modified shall be designed to be capable of providing, for a sustained period of at least two hours, in addition to the requirements of the average daily demand within the area to be served, the minimum flow requirements set forth below opposite the classification of land use to be served: Land Use Minimum Flow 1.Rural, residential with a lot density of two or fewer units per acre primarily for recreational and retirement use ........................ 250 gpm 2.Lot density of less than one single-family residential unit per acre ........................ 500 gpm 3.Lot density of one or two single-family residential units per acre ........................ 750 gpm 4.Lot density of three or more single-family residential units per acre ........................ 1,000 gpm 5.Duplex residential units, neighborhood business of one story ........................ 1,500 gpm 6.Multiple residential, one and two stories; light commercial or light industrial ........................ 2,000 gpm 7.Multiple residential, three stories or higher; heavy commercial or heavy industrial ........................ 2,500 gpm (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  116. 14316.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    A qualifying mutual water company must build its domestic water system to accepted engineering practices and follow listed construction standards where possible.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14316. The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be constructed to conform with currently accepted engineering practices, and shall comply with the following construction standards where possible: (a) Water mains to be installed below the frost level or otherwise protected to prevent freezing and shall not have less than 30 inches of cover over the top of the pipe in public streets or alleys except where such depth is rendered impossible by underground obstructions or rocky or hardpan conditions. (b) The size, design, material, and installation of service pipes shall conform to the reasonable requirements of the mutual water company; provided, however, that the minimum size of the pipe shall be 3/4 inch or greater nominal size. Except where services are not intended for use during freezing weather and arrangements are made to drain service pipes prior to freezing weather, and except at terminations in connection with the meter or water consumer’s piping, all service pipes shall be laid at a depth sufficient to prevent freezing. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  117. 14317.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    A mutual water company’s fire protection system must meet accepted engineering practices and follow specific construction standards.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14317. The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the following construction standards: (a) The flows set forth in Section 14315 shall be calculated on the basis of a residual pressure of 20 p.s.i.g. in the distribution system under flowing conditions. (b) Fire hydrants shall be attached to the distribution systems at the locations designated by the entity responsible for their use for firefighting purposes. Any new mains to which a hydrant may be attached shall not be less than six inches in diameter. (c) Each separately operated water system shall not have less than two independent sources of supply. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  118. 14318.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. )

    Verify source ↗

    A mutual water company must pay for fire hydrant maintenance, repair, or replacement, and must perform and record annual flow tests or an allowed substitute test.

    ## 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 7. GENERAL PROVISIONS APPLICABLE TO CERTAIN CORPORATIONS [14300 - 14318] ( Part 7 added by Stats. 1997, Ch. 598, Sec. 3. ) ## CHAPTER 2. Mutual Water Companies Formed in Connection With Subdivided Lands [14310 - 14318] ( Chapter 2 added by Stats. 1997, Ch. 598, Sec. 3. ) ## 14318. The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants. A mutual water company shall perform and record annual flow tests pursuant to Section 14317 or, in lieu of the annual flow test under Section 14317, any test to determine available flow performed by a fire protection agency. The recorded test results shall become part of the mutual water company’s books and records. (Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)
  119. 14400.

    ## 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 9. CABLE TELEVISION CORPORATIONS [14400- 14400.] ( Part 9 added by Stats. 1997, Ch. 598, Sec. 5. )

    Verify source ↗

    A person who willfully and maliciously injures cable television corporation property is liable for triple the actual damages.

    ## 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 9. CABLE TELEVISION CORPORATIONS [14400- 14400.] ( Part 9 added by Stats. 1997, Ch. 598, Sec. 5. ) ## 14400. Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times the amount of actual damages sustained thereby, to be recovered in any court of competent jurisdiction. (Added by Stats. 1997, Ch. 598, Sec. 5. Effective January 1, 1998.)
  120. 14500.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

    Verify source ↗

    This title applies to corporations formed and existing for the prevention of cruelty to animals, except entities using the same or substantially the same name as an earlier California society or corporation formed for a similar purpose.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14500. This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any association, society, or corporation that uses or specifies a name or style of 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. 8. (SB 1417) Effective January 1, 2011.)
  121. 14501.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

    Verify source ↗

    Certain animal-cruelty societies may contract with local governments to enforce cruelty-to-animals laws, and a humane society may do those actions even without a contract.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14501. Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county, where the society is located, to enforce the provisions of laws of this state for the prevention of cruelty to animals, or arresting or prosecuting offenders thereunder, or preventing cruelty to animals. A humane society may perform those actions in the absence of a contract with a city, city and county, or county. (Amended by Stats. 2011, Ch. 296, Sec. 45. (AB 1023) Effective January 1, 2012.)
  122. 14502.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

    Verify source ↗

    This section sets requirements for societies that appoint humane officers, including records, insurance, filings, training, and court confirmation, and it limits when humane officers may act.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14502. (a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to animals, shall be eligible to petition for confirmation of an appointment of any individual as a humane officer, the duty of which shall be the enforcement of the laws for the prevention of cruelty to animals. (ii) On and after July 1, 1996, only a person who meets the requirements of this section may be appointed as, or perform the duties of, a humane officer. (iii) Any person appointed as a humane officer before July 1, 1996, may continue to serve as a humane officer until the expiration of the term of appointment only if the appointing society maintains records pursuant to subparagraph (B) documenting that both the appointing society and the humane officer meet the requirements of this section. (B) Each humane society or society for the prevention of cruelty to animals for which an individual is acting as a humane officer shall maintain complete and accurate records documenting that the individual has successfully completed all requirements established in this section and shall make those records available, upon request, to the superior court, the Attorney General, or any entity duly authorized to review that information, including the California Animal Welfare Association. The records shall include the full name and address of each humane officer. (2) The humane society or society for the prevention of cruelty to animals shall possess insurance of at least one million dollars ($1,000,000) for liability for bodily injury or property damage. (3) Each appointment of a humane officer shall be by separate resolution by the board of directors or trustees of the humane society or society for the prevention of cruelty to animals duly entered in its minutes. The resolution shall state the full name and address of the principal office of the appointing society, the full name of the person so appointed, the fact that the person so appointed is a citizen of the State of California, that the person so appointed has met the training requirements set forth in subdivision (h), and whether the person so appointed is authorized to carry a weapon pursuant to this section. The resolution shall also designate the number of the badge to be allotted to the officer, and the date on which the term of office shall expire. (b) A humane society or a society for the prevention of cruelty to animals seeking confirmation of a humane officer’s appointment shall comply with each of the following provisions: (1) Before filing a Petition for Order Confirming Appointment of a Humane Officer under paragraph (3), the humane society or society for the prevention of cruelty to animals shall submit to the Department of Justice fingerprint images and related information of all humane officer applicants for purposes of obtaining information as to the existence and content of a record of state and federal convictions and state and federal arrests and also information as to the existence and content of a record of state and federal arrests for which the Department of Justice establishes that the person is free on bail or on their own recognizance pending trial or appeal. (A) When received, the Department of Justice shall forward to the Federal Bureau of Investigation requests for federal summary criminal history information received pursuant to this section. The Department of Justice shall review the information returned from the Federal Bureau of Investigation and compile and disseminate a fitness determination regarding the humane officer applicants to the humane society or society for the prevention of cruelty to animals. (B) The Department of Justice shall provide a state response to the humane society or society for the prevention of cruelty to animals pursuant to paragraph (1) of subdivision (p) of Section 11105 of the Penal Code. (C) The humane society or society for the prevention of cruelty to animals shall request from the Department of Justice subsequent arrest notification service, as provided pursuant to Section 11105.2 of the Penal Code, for persons whose appointments are confirmed as described in subdivision (c). (D) The Department of Justice shall charge a fee sufficient to cover the cost of processing the request described in this paragraph. (2) When filing a Petition for Order Confirming Appointment of a Humane Officer under paragraph (3), the humane society or society for the prevention of cruelty to animals shall serve a copy of the petition on each of the following: (A) The police department having jurisdiction in the city in which the principal office of the appointing society is located. (B) The sheriff’s department having jurisdiction in the county in which the principal office of the appointing society is located. (C) The Department of the California Highway Patrol. (D) The California Animal Welfare Association. (E) The animal control agency having jurisdiction in the city in which the principal office of the appointing society is located. If the sheriff’s department or police department entitled to notice under subparagraph (A) or (B) provides animal control services for the city in which the principal office of the appointing society is located, no separate notice is required under this subparagraph. (F) The Department of Justice. (3) The humane society or society for the prevention of cruelty to animals shall file with the superior court in and for the county or city and county in which the principal office of the humane society is located a Petition for Order Confirming Appointment of a Humane Officer, and shall attach to the petition all of the following: (A) A copy of the resolution appointing the person, duly certified to be correct by the president and secretary of the society and attested by its seal. (B) A copy of the criminal record offender information, if any, obtained regarding the person pursuant to paragraph (1). (C) Proof of the society’s proper incorporation in compliance with Part 9 (commencing with Section 10400) of Division 2, including the date the articles of incorporation were filed with the Secretary of State. (D) A copy of the society’s liability insurance policy for bodily injury or property damage in the amount of at least one million dollars ($1,000,000). (E) Documentation establishing that the appointee has satisfactorily completed the training requirements set forth in this section. (F) Documentation establishing that the society has a written agreement with another entity, such as a public or private animal shelter or licensed veterinary clinic, that (i) provides for the humane care and treatment of any animals seized by the society, (ii) is capable of preserving evidence that may be used to prosecute an animal cruelty case, and (iii) is compliant with all applicable federal, state, and local laws, including licensing laws. Alternatively, the society may provide documentation that it is operating its own animal shelter that meets the requirements of clauses (i), (ii), and (iii). (G) If the society has not previously appointed a humane officer: (i) An affidavit signed under penalty of perjury from the president of the society that demonstrates the society’s competence to appoint a humane officer by providing information, including, but not limited to, the following: (I) Partnerships or collaborations, if any, with other nonprofit or community agencies. (II) Cash reserve on hand, if any, to pay for veterinary expenses, housing, food, and care of seized animals. (III) Established donor base, if any. (IV) Current or prior law enforcement, legal, or other relevant experience, if any, of persons who will supervise the appointee. (V) Current or prior experience of managers, if any, in operating a society or other nonprofit organization. (VI) Statement that each board member is in good standing in the community and has not been convicted of a misdemeanor or felony involving animals. (VII) Ongoing training beyond the minimum required for appointment of the humane officer, if any. (VIII) The need for a humane officer in the society’s county. (IX) Any other documentation demonstrating compliance with applicable federal, state, or local laws. (ii) Affidavits, if any, from personnel of local animal control agencies, law enforcement agencies, or other societies pertaining to the appointee’s fitness to act as a humane officer. (H) As the last page, proof of service of a copy of the petition upon those parties required to be served. (4) Any party described in paragraph (2) may file an opposition to the petition described in paragraph (3). All papers filed in opposition to the petition and in reply to the opposition shall conform to law and motion pleading requirements, pursuant to Rule 3.1113(d) of the California Rules of Court. An opposition shall not exceed 15 pages and a reply shall not exceed 10 pages, excluding exhibits and declarations. The opposition shall be limited to the competency of the society to appoint and supervise a humane officer and the qualifications, background, and fitness of the appointee that are specific to the work of a humane officer. (A) Any opposition shall be filed no later than 15 court days after the petition is filed with the court. Any opposition shall be served on all parties indicated on the proof of service attached to the petition. (B) The petitioner’s reply, if any, to the opposition shall be filed within 10 court days after service of the opposition. The reply shall be served on all parties listed in the proof of service attached to the petition and to any other person who has filed an opposition. (C) The court shall rule on the petition without a hearing unless the court notifies the parties of an intention to hold a hearing. (D) The petitioner shall serve a certified copy of the court’s order ruling on the petition on all parties listed in the proof of service attached to the petition and to any other person or entity who has filed an opposition. (c) (1) Upon receipt of the Petition for Order Confirming Appointment of a Humane Officer, the court shall first determine the society’s date of incorporation, and the length of time between the date the society filed its articles of incorporation with the Secretary of State and the date it filed the petition described in paragraph (3) of subdivision (b) with the court. If the society was incorporated on or after January 1, 2011, the following shall apply: (A) For a petition to confirm appointment of a level 1 humane officer, the court shall issue an order denying confirmation of the appointment if a minimum of five years has not elapsed from the date the society filed its articles of incorporation with the Secretary of State to the date it filed the petition. (B) For a petition to confirm appointment of a level 2 humane officer, the court shall issue an order denying confirmation of the appointment if a minimum of one year has not elapsed from the date the society filed its articles of incorporation with the Secretary of State to the date it filed the petition. (C) For a petition to confirm appointment of either a level 1 or level 2 humane officer, the court shall issue an order denying confirmation of the appointment if the society has not established, through submission of appropriate documentation, that the society is either operating its own animal shelter or has a written agreement with another entity, in compliance with subparagraph (F) of paragraph (3) of subdivision (b). (2) If the court has not issued an order denying the petition pursuant to paragraph (1), the court shall review the matter of the appointee’s qualifications and fitness to act as a humane officer. The court shall also consider any documentation it has received in support of, or in opposition to, the confirmation of the person’s appointment. If the court finds that the appointee is qualified and fit to act as a humane officer, the court shall issue an order confirming the appointment. The society shall thereupon file a certified copy of the court order in the office of the county clerk of the county or city and county in which the court is located. The appointee shall, at the same time, take and subscribe an oath of office prescribed for peace officers. The society shall also provide a copy of the Order Confirming Appointment to the California Animal Welfare Association and the Department of Justice. The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of Orders Confirming Appointment. If the court does not find the appointee qualified and fit to act as a humane officer, the court shall issue an order denying confirmation of the appointment. (d) If the court grants the petition, the county clerk shall immediately enter in a book to be kept in the county clerk’s office and designated “Record of Humane Officers” the name of the officer, the name of the society appointing the officer, the number of the officer’s badge, the date of the filing, and the case number of the court order confirming the appointment. At the time of the filing, the county clerk shall collect from the society a fee of five dollars ($5), which shall be full payment for all services to be performed by the county clerk under this section. (e) All appointments of humane officers shall automatically expire if the society disbands or legally dissolves. (f) (1) The society appointing an officer may revoke an appointment at any time by filing in the office of the county clerk in which the appointment of the officer is recorded a copy of the revocation in writing under the letterhead of the society and duly certified by its executive officer. Upon the filing, the county clerk shall enter the fact of the revocation and the date of the filing of the revocation opposite the name of the officer in the record of humane officers. (2) Notwithstanding paragraph (1), any duly authorized sheriff or local police agency or the California Animal Welfare Association may initiate a revocation hearing by filing a petition to Revoke Appointment of a Humane Officer. The petition shall show cause why an appointment should be revoked and shall be made to the superior court in the jurisdiction of the appointment. Filing, service, and format of the petition and any oppositions and reply papers shall conform to the law and motion requirements under the Code of Civil Procedure, California Rules of Court, and this code. A proceeding pursuant to this paragraph shall be a special proceeding within the meaning of Section 23 of the Code of Civil Procedure. (A) Notice of the hearing date and a copy of the petition shall be served in the same manner as a summons upon the humane officer subject to the petition, the society that appointed the officer, the agencies and association described in paragraph (2) of subdivision (b); except the party filing the petition shall not be required to serve copies of those documents upon itself. (B) Upon a finding of good cause, the court shall issue an order granting the petition to revoke the appointment. The county clerk shall immediately enter the revocation and the date of the court order opposite the name of the officer in the record of humane officers. The clerk of the superior court shall give notice of the order to the parties described in subparagraph (A) and to the county clerk-recorder. (g) The society appointing the humane officer shall pay the training expenses of the humane officer attending the training required pursuant to this section. (h) (1) (A) A level 1 humane officer is not a peace officer, but may exercise the powers of a peace officer at all places within the state in order to prevent the perpetration of any act of cruelty upon any animal and to that end may summon to the officer’s aid any bystander. A level 1 humane officer may use reasonable force necessary to prevent the perpetration of any act of cruelty upon any animal. (B) A level 1 humane officer may make arrests for the violation of any penal law of this state relating to or affecting animals in the same manner as any peace officer and may serve search warrants. (C) A level 1 humane officer is authorized to carry firearms while exercising the duties of a humane officer, upon satisfactory completion of the training specified in subparagraph (D), if the requirements in subparagraph (F) are met. (D) A level 1 humane officer shall, before appointment, provide evidence satisfactory to the appointing society that the officer has successfully completed the following requirements: (i) At least 20 hours of a course of training in animal care sponsored or provided by an accredited postsecondary institution or any other provider approved by the California Veterinary Medical Association the focus of which shall be the identification of disease, injury, and neglect in domestic animals and livestock. (ii) At least 40 hours of a course of training in the state humane laws relating to the powers and duties of a humane officer, sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association. (iii) The basic training for a level 1 reserve officer by the Commission on Peace Officer Standards and Training pursuant to paragraph (1) of subdivision (a) of Section 832.6 of the Penal Code. (E) A person shall not be appointed as a level 1 humane officer until the person meets the criteria in Sections 1029, 1030, and 1031 of the Government Code. A humane society or society for the prevention of cruelty to animals shall complete a background investigation, using standards defined by the Commission on Peace Officer Standards and Training as guidelines for all level 1 humane officer appointments. (F) (i) Notwithstanding any other provision of this section, a level 1 humane officer may carry a firearm only if authorized by, and only under the terms and conditions specified by, the officer’s appointing society. (ii) Notwithstanding any other provision of this section, a level 1 humane officer shall not be authorized to carry a firearm unless and until the officer’s appointing society has adopted a policy on the use of deadly force by its officers and the officer has been instructed in that policy. (2) (A) A level 2 humane officer is not a peace officer, but may exercise the powers of a peace officer at all places within the state in order to prevent the perpetration of any act of cruelty upon any animal and to that end may summon to the officer’s aid any bystander. A level 2 humane officer may use reasonable force necessary to prevent the perpetration of any act of cruelty upon any animal. (B) A level 2 humane officer may make arrests for the violation of any penal law of this state relating to or affecting animals in the same manner as any peace officer and may serve search warrants during the course and within the scope of appointment, upon the successful completion of a course relating to the exercise of the police powers specified in Section 832 of the Penal Code, except the power to carry and use firearms. (C) A level 2 humane officer is not authorized to carry firearms. (D) A level 2 humane officer shall, before appointment, provide evidence satisfactory to the appointing society that the officer has successfully completed courses of training in the following subjects: (i) At least 20 hours of a course of training in animal care sponsored or provided by an accredited postsecondary institution or any other provider approved by the California Veterinary Medical Association, the focus of which is the identification of disease, injury, and neglect in domestic animals and livestock. (ii) At least 40 hours of a course of training in the state humane laws relating to the powers and duties of a humane officer, sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association. (E) A person shall not be appointed as a level 2 humane officer until the person meets the criteria in Sections 1029, 1030, and 1031 of the Government Code. A humane society or society for the prevention of cruelty to animals shall complete a background investigation, using standards defined by the Commission on Peace Officer Standards and Training as guidelines, for all level 2 humane officer appointments. (3) During each three-year period following the date on which the certified copy of the court order confirming the appointment of a humane officer was filed with the county clerk, the humane officer shall complete 40 hours of continuing education and training relating to the powers and duties of a humane officer, which education and training shall be sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association. A certificate of compliance shall be served no later than 21 days after the expiration of each three-year period on the Department of Justice with copies served on the superior court, agencies, and associations described in subparagraphs (A) to (E), inclusive, of paragraph (2) of subdivision (b). The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of certificates of compliance. The certificate of compliance shall also include documentation that the humane society or society for the prevention of cruelty to animals is in compliance with subparagraph (F) of paragraph (3) of subdivision (b). Service on the Department of Justice shall be in compliance with procedures set forth by the Department of Justice. The Department of Justice shall post the filing procedures, as they may be updated from time to time, on its internet website. Failure to file the certificate of compliance with the Department of Justice no later than 21 days after the expiration of a three-year period shall result in immediate revocation of the appointment. (4) If the humane officer is authorized to carry a firearm, the officer shall complete ongoing weapons training and range qualifications at least every six months pursuant to subdivision (t) of Section 830.3 of the Penal Code. A certificate of compliance pursuant to this section shall be served no later than 21 days after the expiration of a six-month period on the Department of Justice with copies served on the superior court, and on the agencies and associations described in subparagraphs (A) to (E), inclusive, of paragraph (2) of subdivision (b). The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of certificates of compliance. The certificate of compliance shall also include documentation that the humane society or society for the prevention of cruelty to animals is in compliance with subparagraph (F) of paragraph (3) of subdivision (b). Service on the Department of Justice shall be in compliance with procedures set forth by the Department of Justice. The Department of Justice shall post the filing procedures, as they may be updated from time to time, on its internet website. Failure to file the certificate of compliance with the Department of Justice no later than 21 days after the expiration of a six-month period shall result in immediate revocation of the appointment. (5) (A) A humane officer may carry a wooden club or baton if the officer has satisfactorily completed the course of instruction certified by the Commission on Peace Officer Standards and Training in the carrying and use of the club or baton pursuant to subdivision (g) of Section 22295 of the Penal Code. (B) Notwithstanding subparagraph (A), a humane officer may carry a wooden club or baton only if authorized by, and only under the terms and conditions specified by, the officer’s appointing society. (i) Every humane officer shall, when making an arrest, exhibit and expose a suitable badge to be adopted by the society under this part of which the officer is an appointee which shall bear its name and a number. Uniforms worn by humane officers shall prominently display the name of the appointing society. Humane officer uniforms shall not display the words “state” or “California,” except to the extent that one or both of those words are part of the appointing society’s incorporated name. (j) Any person resisting a humane officer in the performance of the officer’s duty as provided in this section is guilty of a misdemeanor. Any person who has not been appointed and qualified as a humane officer as provided in this section, or whose appointment has been revoked as provided in this section, or whose appointment, having expired, has not been renewed as provided in this section, who shall represent themself to be or shall attempt to act as an officer shall be guilty of a misdemeanor. (k) No humane officer shall serve a search warrant without providing prior notice to local law enforcement agencies operating within that jurisdiction. (l) Any humane society, society for the prevention of cruelty to animals, or person, who knowingly provides a court with false or forged documentation for the appointment of a humane officer, is guilty of a misdemeanor and shall be punished by a fine of up to ten thousand dollars ($10,000). (m) Except as otherwise provided by this section, a humane officer shall serve only in the county in which the court that appointed the officer sits. A humane officer may serve in another county if the humane officer gives notice requesting consent to the sheriff of the county in which the officer intends to serve, and acquires consent from that sheriff of the county in which the officer intends to serve, or from a person authorized by the sheriff to give that consent. A sheriff shall promptly respond to any request by a humane officer to serve in the sheriff’s jurisdiction and any request shall not be unreasonably denied. (Amended by Stats. 2020, Ch. 210, Sec. 2. (AB 1984) Effective January 1, 2021.)
  123. 14503.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

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    A local agency’s governing body may, by ordinance, let certain qualified animal-shelter and humane-society employees issue notices to appear in court for animal control law violations. Those employees may not take anyone into custody.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14503. The governing body of a local agency, by ordinance, may authorize employees of public animal shelters, societies for the prevention of cruelty to animals, and humane societies, who have qualified as humane officers pursuant to Section 14502, and which societies or animal shelters have contracted with such local agency to provide animal care or protection services, to issue notices to appear in court pursuant to Chapter 5c (commencing with Section 853.5) of Title 3 of Part 2 of the Penal Code for violations of state or local animal control laws. Those employees shall not be authorized to take any person into custody even if the person to whom the notice is delivered does not give a written promise to appear in court. The authority of these employees is to be limited to the jurisdiction of the local agency authorizing the employees. (Amended by Stats. 2019, Ch. 7, Sec. 4. (AB 1553) Effective January 1, 2020.)
  124. 14504.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

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    Humane societies, animal-cruelty societies, and humane officers had to comply with Section 14502 by January 1, 2012. Some officers confirmed before that date did not need a new court order, but level 2 humane officers had to file proof of compliance with the Department of Justice or risk immediate revocation of their appointment.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14504. All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on or before January 1, 2012. Notwithstanding any other provision of this part, a level 1 or level 2 humane officer confirmed prior to January 1, 2012, shall not be required to seek a new court order confirming his or her appointment. However, a level 2 humane officer shall provide proof of compliance with subparagraph (E) of paragraph (2) of subdivision (h) of Section 14502 by filing a certificate of compliance with the Department of Justice on or before January 1, 2012, or that humane officer’s appointment shall be immediately revoked. (Amended by Stats. 2011, Ch. 296, Sec. 47. (AB 1023) Effective January 1, 2012.)
  125. 14505.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. )

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    A requested law enforcement agency may charge a humane society or cruelty-prevention society a fee limited to reasonable report-preparation and certificate-maintenance costs.

    ## 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 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS [14500 - 14505] ( Heading of Part 11 amended by Stats. 2010, Ch. 652, Sec. 7. ) ## 14505. Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane society or society for the prevention of cruelty to animals a fee not to exceed the reasonable costs of preparing reports and costs to maintain certificates of compliance as required by Section 14502. (Added by Stats. 2010, Ch. 652, Sec. 12. (SB 1417) Effective January 1, 2011.)
  126. 14550.

    ## 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 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS [14550 - 14551] ( Part 12 added by Stats. 1997, Ch. 598, Sec. 8. )

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    This section states the act’s purpose: to promote orderly cooperative marketing of agricultural products and reduce speculation and waste.

    ## 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 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS [14550 - 14551] ( Part 12 added by Stats. 1997, Ch. 598, Sec. 8. ) ## 14550. In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and waste; to make the distribution of agricultural products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of agricultural products, this act is passed. (Added by Stats. 1997, Ch. 598, Sec. 8. Effective January 1, 1998.)
  127. 14551.

    ## 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 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS [14550 - 14551] ( Part 12 added by Stats. 1997, Ch. 598, Sec. 8. )

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    This section states legislative findings about agriculture and the public interest in supporting farmers’ marketing efforts.

    ## 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 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS [14550 - 14551] ( Part 12 added by Stats. 1997, Ch. 598, Sec. 8. ) ## 14551. It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production; and that the ordinary form of corporate organization permits industrial groups to combine for the purpose of group production and the ensuing group marketing; and that the public has an interest in permitting farmers to bring their industry to the high degree of efficiency and merchandising skill evidenced in the manufacturing industries; and that the public interest urgently needs to prevent the migration from the farm to the city in order to keep up farm production and to preserve the agricultural supply of the nation; and that the public interest demands that the farmer be encouraged to attain a superior and more direct system of marketing in the substitution of merchandising for the blind, unscientific, and speculative selling of crops. (Added by Stats. 1997, Ch. 598, Sec. 8. Effective January 1, 1998.)
  128. 14600.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. )

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    This section says the Part on benefit corporations applies to all benefit corporations, and the General Corporation Law also applies unless it conflicts with 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14600. (a) This part shall be applicable to all benefit corporations. (b) The existence of a provision of this part shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a business corporation that is not a benefit corporation. This part shall not affect any statute or rule of law that is or would be applicable to a corporation that is not a benefit corporation. (c) The provisions of the General Corporation Law (Division 1 (commencing with Section 100)) shall apply to benefit corporations, except where those provisions are in conflict with or inconsistent with the provisions of this part. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  129. 14601.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. )

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    This section defines key terms used for benefit corporations and sets the minimum-status-vote rules for certain corporate 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14601. As used in this part: (a) “Benefit corporation” means a corporation organized under the General Corporation Law that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in this part. (b) “Benefit enforcement proceeding” means a claim or action relating to any of the following: (1) Failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles. (2) Violation of a duty or standard of conduct imposed on a director pursuant to this part. (3) Failure of the benefit corporation to deliver or post an annual benefit report as required by Section 14630. (c) “General public benefit” means a material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation. (d) “Minimum status vote” means that: (1) In the case of a corporation, in addition to any other approval or vote required by Division 1 (commencing with Section 100) or the articles of incorporation, both of the following shall apply: (A) The shareholders of every class or series shall be entitled to vote on the corporate action regardless of any limitation stated in the articles or bylaws on the voting rights of any class or series. (B) The corporate action shall be approved by the outstanding shares of each class or series by at least two-thirds of the votes, or greater vote if required in the articles of incorporation, that all shareholders of the class or series are entitled to cast on that action. (2) In the case of a domestic other business entity (Section 167.7), both of the following shall apply in addition to any other approval, vote, or consent required by the statutory law, if any, that principally governs the internal affairs of the entity or any provision of the publicly filed record or document required to form the entity, if any, or of any agreement binding some or all of the holders of equity interests in the entity: (A) The holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity regardless of any otherwise applicable limitation on the voting rights of the interest. (B) The action shall be approved by the vote or consent of the holders described in subparagraph (A) by at least two-thirds of the votes or consents, or greater vote or consent if required in the articles of incorporation, of those holders. (e) “Specific public benefit” includes all of the following: (1) Providing low-income or underserved individuals or communities with beneficial products or services. (2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business. (3) Preserving the environment. (4) Improving human health. (5) Promoting the arts, sciences, or advancement of knowledge. (6) Increasing the flow of capital to entities with a public benefit purpose. (7) The accomplishment of any other particular benefit for society or the environment. (f) “Subsidiary” of a person means an entity in which the person owns beneficially or of record 50 percent or more of the outstanding equity interests. For purposes of this definition, a percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised. (g) “Third-party standard” means a standard for defining, reporting, and assessing overall corporate social and environmental performance to which all of the following apply: (1) The standard is a comprehensive assessment of the impact of the business and the business’s operations upon the considerations listed in paragraphs (2) to (5), inclusive, of subdivision (b) of Section 14620. (2) The standard is developed by an entity that has no material financial relationship with the benefit corporation or any of its subsidiaries and that satisfies both of the following requirements: (A) Not more than one-third of the members of the governing body of the entity are representatives of any of the following: (i) Associations of businesses operating in a specific industry, the performance of whose members is measured by the standard. (ii) Businesses from a specific industry or an association of businesses in that industry. (iii) Businesses whose performance is assessed against the standard. (B) The entity is not materially financed by an association or business described in subparagraph (A). (3) The standard is developed by an entity that does both of the following: (A) Accesses necessary and appropriate expertise to assess overall corporate social and environmental performance. (B) Uses a balanced multistakeholder approach, including a public comment period of at least 30 days to develop the standard. (4) All of the following information regarding the standard is publicly available: (A) The criteria considered when measuring the overall social and environmental performance of a business. (B) The relative weightings assigned to the criteria described in subparagraph (A). (C) The identity of the directors, officers, any material owners, and the governing body of the entity that developed, and controls revisions to, the standard. (D) The process by which revisions to the standard and changes to the membership of the governing body described in subparagraph (C) are made. (E) An accounting of the sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  130. 14602.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. )

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    A benefit corporation must be formed under the general formation rules, and its articles must state that it is a benefit corporation and identify any specific public benefit it adopts.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14602. A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that the corporation is a benefit corporation and shall identify any specific public benefit adopted pursuant to Section 14610. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  131. 14603.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. )

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    A corporation can become a benefit corporation by amending its articles, but the amendment must be approved by the minimum status vote. In some reorganizations or conversions, the transaction is not effective unless approved by the required entity. A shareholder who meets Chapter 13 requirements may require the corporation to buy dissenting shares at fair market value.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14603. (a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the adoption of the amendment were a reorganization to which that chapter applies. (b) If a corporation that is not a benefit corporation is a constituent corporation in a merger reorganization or is the acquired corporation in an exchange reorganization, and the surviving corporation in the merger reorganization is to be a benefit corporation or the articles of the acquired corporation are to be amended in the exchange reorganization to provide that it will be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the corporation or domestic other business entity by at least the minimum status vote. (c) If a domestic other business entity is a party to a merger reorganization and the surviving corporation in the reorganization is to be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the domestic other business entity by at least the minimum status vote. (d) If a domestic other business entity is the converting entity (subdivision (d) of Section 1150) in a conversion in which the converted corporation (subdivision (a) of Section 1150) is a benefit corporation, the conversion shall not be effective unless the conversion is approved by the domestic other business entity by at least the minimum status vote. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  132. 14604.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. )

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    A benefit corporation can end its special status only if the required vote approves the change; certain reorganizations, conversions, and major asset transactions also need that vote. If approved, dissenting shareholders may demand purchase of their shares at fair market value by following Chapter 13.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 1. Preliminary Provisions [14600 - 14604] ( Chapter 1 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14604. (a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to delete the provision required by Section 14602. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter. (b) If a reorganization (Section 181) would have the effect of terminating the status of a corporation as a benefit corporation, the reorganization shall not be effective unless the reorganization is approved by at least the minimum status vote. (c) If a benefit corporation is the converting corporation (Section 1150) in a conversion (Section 161.9), the conversion shall not be effective unless the conversion is approved by at least the minimum status vote. (d) A sale, lease, conveyance, exchange, transfer, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and ordinary course of business of the benefit corporation, shall not be effective unless the transaction is approved by at least the minimum status vote. If the transaction is approved, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the transaction were a reorganization to which that chapter applies. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  133. 14610.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 2. Corporate Purposes [14610- 14610.] ( Chapter 2 added by Stats. 2011, Ch. 728, Sec. 1. )

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    A benefit corporation must have the purpose of creating general public benefit, and its articles must include a statement that it is a benefit 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 2. Corporate Purposes [14610- 14610.] ( Chapter 2 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14610. (a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation’s purpose under Section 206 and any specific purpose set forth in its articles in accordance with subdivision (b). (b) In addition to the provisions required by Section 202, the articles of incorporation of a benefit corporation shall contain the following statement: “This corporation is a benefit corporation.” Notwithstanding subdivision (b) of Section 202, the articles of a benefit corporation may identify one or more specific public benefits that shall be the purpose or purposes of the benefit corporation. The identification of a specific public benefit under this subdivision does not limit the obligation of a benefit corporation to create general public benefit. (c) The creation of general and specific public benefit as provided in subdivisions (a) and (b) shall be deemed to be in the best interests of the benefit corporation. (d) A benefit corporation may amend its articles to add, amend, or delete the identification of a specific public benefit that shall be the purpose of the benefit corporation to create. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  134. 14620.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. )

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    Directors of benefit corporations must act in good faith and in the corporation’s best interests, consider specified stakeholder impacts, may consider other factors, and are protected from certain liability claims.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14620. (a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of the benefit corporation and with that care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances. (b) In discharging their respective duties, and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation shall consider the impacts of any action or proposed action upon all of the following: (1) The shareholders of the benefit corporation. (2) The employees and workforce of the benefit corporation and its subsidiaries and suppliers. (3) The interests of customers of the benefit corporation as beneficiaries of the general or specific public benefit purposes of the benefit corporation. (4) Community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located. (5) The local and global environment. (6) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by retaining control of the benefit corporation rather than selling or transferring control to another entity. (7) The ability of the benefit corporation to accomplish its general, and any specific, public benefit purpose. (c) In discharging their respective duties, the persons described in subdivision (b) may consider any of the following: (1) The resources, intent, and conduct, including past, stated, and potential conduct, of any person seeking to acquire control of the corporation. (2) Any other pertinent factors or the interests of any other person or group. (d) In discharging their respective duties, the persons described in subdivision (a) shall not be required to give priority to any particular factor or the interests of any particular person or group referred to in subdivision (b) or (c) over any other factor or the interests of any other person or group unless the benefit corporation has stated its intention to give priority to a specific public benefit purpose identified in the articles. (e) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (1) One or more officers or employees of the benefit corporation whom the director believes to be reliable and competent in the matters presented. (2) Counsel, independent accountants, or other persons as to matters that the director believes to be within those persons’ professional or expert competence. (3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any of those cases, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause that reliance to be unwarranted. (f) A director shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit. (g) A person who performs the duties of a director in accordance with this part shall not be liable for monetary damages for any alleged failure to discharge the person’s obligations as a director. (h) In addition to the limitations provided in subdivisions (f) and (g), the liability of a director for monetary damages may be eliminated or limited in a benefit corporation’s articles to the extent provided in paragraph (10) of subdivision (a) of Section 204. (i) A director shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary. (j) A director of a foreign corporation that is subject to Section 2115 shall not be subject to Section 309 and shall be subject instead to this section if the director of the foreign corporation is subject to duties under its articles of incorporation, bylaws, or the law of its jurisdiction of incorporation similar to the duties of directors under this section. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  135. 14621.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. )

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    The board of a benefit corporation must include a statement in the annual benefit report about whether it failed to pursue its public benefit purpose, and if so, describe how.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14621. (a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose in all material respects during the period covered by the report. (b) If, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose, the statement required by subdivision (a) shall include a description of the ways in which the benefit corporation failed to pursue its general, and any specific, public benefit purpose. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  136. 14622.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. )

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    An officer of a benefit corporation must consider the Section 14620 interests and factors when the officer has discretion over a matter or when the matter may materially affect public benefit or related interests.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14622. (a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies: (1) The officer has discretion to act with respect to a matter. (2) It reasonably appears to the officer that the matter may have a material effect on any of the following: (A) The creation of a general or specific public benefit by the benefit corporation. (B) Any of the interests or factors referred to in subdivision (b) of Section 14620. (b) The consideration by an officer of interests and factors in the manner described in subdivision (a) shall not constitute a violation of the duties of the officer. (c) An officer shall not be liable for monetary damages under this part for any of the following: (1) Any action taken as an officer if the officer performed the duties of the position in compliance with this section. (2) Any failure of the benefit corporation to create a general or specific public benefit. (d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  137. 14623.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. )

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    Claims against a benefit corporation, its directors, or officers are allowed only through a benefit enforcement proceeding.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 3. Accountability [14620 - 14623] ( Chapter 3 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14623. (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding. (b) A benefit enforcement proceeding may be commenced or maintained only as follows: (1) Directly by the benefit corporation. (2) Derivatively by any of the following: (A) A shareholder. (B) A director. (C) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary. (D) Other persons as have been specified in the articles or bylaws of the benefit corporation. (c) A benefit corporation shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit. (d) If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding. (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  138. 14630.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 4. Transparency [14630 - 14631] ( Chapter 4 added by Stats. 2011, Ch. 728, Sec. 1. )

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    A benefit corporation must send each shareholder an annual benefit report with specified contents, post reports on its website if it has one, and provide a free copy on request if it does not.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 4. Transparency [14630 - 14631] ( Chapter 4 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14630. (a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of the following: (A) The process and rationale for selecting the third-party standard used to prepare the benefit report. (B) The ways in which the benefit corporation pursued a general public benefit during the applicable year and the extent to which that general public benefit was created. (C) The ways in which the benefit corporation pursued any specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created. (D) Any circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit. (2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party. (3) The name of each person that owns 5 percent or more of the outstanding shares of the benefit corporation, either beneficially, to the extent known to the benefit corporation without independent investigation, or of record. (4) The statement required by Section 14621. (5) A statement of any connection between the entity that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard. (b) The benefit report shall be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders. (c) A benefit corporation shall post all of its benefit reports on the public portion of its Internet Web site, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted on the Internet Web site. (d) (1) If a benefit corporation does not have an Internet Web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy. (2) The benefit corporation may omit any proprietary or financial information, including, but not limited to, compensation paid to directors, from the copy of a benefit report that the benefit corporation provides pursuant to paragraph (1). (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  139. 14631.

    ## 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 4. Transparency [14630 - 14631] ( Chapter 4 added by Stats. 2011, Ch. 728, Sec. 1. )

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    Certificates for shares of a benefit corporation must include a conspicuous statement identifying the entity as a benefit 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 13. BENEFIT CORPORATIONS [14600 - 14631] ( Part 13 added by Stats. 2011, Ch. 728, Sec. 1. ) ## CHAPTER 4. Transparency [14630 - 14631] ( Chapter 4 added by Stats. 2011, Ch. 728, Sec. 1. ) ## 14631. All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate: “This entity is a benefit corporation organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the California Corporations Code.” (Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)
  140. 14700.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    A person may not acquire voting securities or assets of a retail grocery firm or retail drug firm unless the required written notice is given to the Attorney General.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14700. (a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or in the case of a tender offer, the acquiring party gives, written notice to the Attorney General in accordance with this part. (b) For purposes of this part, the following definitions apply: (1) “Acquiring party” means a person by whom or on whose behalf the merger or other acquisition of control is to be effected and is either of the following: (A) Is required to provide notice of the merger or acquisition to the Federal Trade Commission or the United States Department of Justice pursuant to the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a). (B) Is acquiring more than a total of 20 retail drug firms or retail grocery firms. (2) “Retail drug firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 45611. (3) “Retail grocery firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 44511 and 455211. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  141. 14701.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    Acquiring parties must give the Attorney General advance written notice before certain acquisitions, and update that notice if material facts change.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14701. (a) The written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective. The notice shall be made under oath or affirmation, and shall comply with the requirements of subdivision (c). (b) If any transaction requiring written notice pursuant to this subdivision commences before the effective date of this section, the written notice shall be given to the Attorney General within 30 days before the transaction is made effective. Upon receiving notice, the Attorney General has 180 days to evaluate the transaction, during which time the effective date of the transaction shall be tolled. If any material change occurs in the facts set forth in the written notice filed with the Attorney General, an amendment setting forth the change and copies of all documents and other material relevant to the change shall be filed with the Attorney General within two business days after the amendment is made by, or provided to, the acquiring party. (c) The notice required to be given to the Attorney General shall comply with either of the following: (1) If the acquiring party is required to file notice with the Federal Trade Commission or the United States Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a), the notice shall contain the same form and additional documentary material required under that act and any implementing regulations under that act. (2) If the acquiring party is not required to file notice with the Federal Trade Commission or the United States Department of Justice, as specified in paragraph (1), the notice shall contain all of the following information: (A) The name and address of each acquiring party and a report of the nature of its business operations during the past five years or for a lesser period if the person and their predecessors have been in existence less than five years. (B) An informative description of the business intended to be done by the person and the person’s subsidiaries, including, but not limited to, documents concerning its business or corporate structure, governance, or management. (C) A list of all individuals who are or have been selected to become directors or executive officers or who perform or will perform functions appropriate to the positions. (D) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction in which funds were or are to be obtained, including any pledge of the drug or grocery retail firm’s stock or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration. If a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential upon request of the person filing the statement. (E) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years or for a lesser period if the acquiring party and its predecessors have been in existence for less than five years, and similar unaudited information as of a date not earlier than 90 days before the written notice. (F) Any plans or proposals that an acquiring party may have to liquidate the retail grocery or retail drug firms, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management. (G) The information required to assess the competitive effects of the proposed acquisition, giving particular attention to the effects on the proposed chain retail grocery store acquisition on consumers, including, but not limited to, consumer choice, food pricing, access to food, and food deserts, and factors affecting the supply of experienced grocery workers, including wages, benefits, and unemployment and chain retail pharmacy on patients, including, but not limited to, patient choice, medicine pricing, access to medications, and factors affecting the supply of licensed pharmacists, pharmacy technicians, and pharmacists-in-charge. (H) Information required to assess the economic and community impact of any planned divestiture or store closures, including, but not limited to, the impact on food deserts, food supply, economic mobility, unemployment, and small businesses. (d) The Attorney General shall charge the acquiring party a filing fee for the cost to the Attorney General to receive, review, and analyze any notice under this section, which shall not exceed the reasonable regulatory costs to the Attorney General incident to performing its administrative duties under this section. The fee shall be based on the size of the transaction as of the date of the filing of the notice, but shall not exceed .00045 of the dollar amount of the combined sales of the parties to the merger or acquisition for the fiscal year prior to the filing of the notice. (e) The Attorney General may use the notice, documents, and information disclosed under this section in a judicial action in state or federal court or an administrative action involving the merger or acquisition. (Amended by Stats. 2024, Ch. 41, Sec. 20. (SB 164) Effective June 29, 2024.)
  142. 14702.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    The Attorney General may adopt regulations for this part, including exemptions, extra material requests, and filing-fee adjustments.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14702. (a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the public interest. (b) The regulations may specify exemptions from the notice requirement for acquisitions that, by virtue of the size, business volume, or number of employees are unlikely to materially affect competitive markets in California. (c) The regulations may authorize the Attorney General to request additional materials. (d) The regulations may authorize adjustments in the filing fee, based on the size of the transaction, subject to the maximum amount set forth in subdivision (d) of Section 14701. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  143. 14703.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    If the Attorney General cannot finish a competitive-effects review before an acquisition is set to close, the Attorney General may ask the Superior Court of the County of Sacramento to temporarily stop or enjoin the acquisition.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14703. If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the Superior Court of the County of Sacramento temporarily staying or preliminarily enjoining the acquisition for such time as is reasonably necessary for the Attorney General to complete the analysis. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  144. 14704.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    This section lets the Attorney General consider federal filing information for certain acquisitions, lets the submitting party mark filed information as privileged or confidential, and allows limited disclosure to specified government bodies if similar confidentiality laws apply.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14704. (a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United States Department of Justice and the Federal Trade Commission may satisfy some or all of the need to carry out the applicable state laws. Any information that has been submitted to the Attorney General under provisions of federal law rendering them confidential shall be deemed to be confidential under California law. (b) The submitting party may designate information submitted pursuant to this part as privileged or confidential. If the Attorney General disputes any claim of privilege or confidentiality, the Attorney General may give notice to the submitting party of that fact and give the submitting party, or other person interested in the claim of privilege or confidentiality, an opportunity to seek an order from the Superior Court of the County of Sacramento requiring the Attorney General not to make the designated information public. Except for information that the Attorney General agrees is privileged or confidential, or the court so determines, the information shall be available to the public under the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code). (c) The Attorney General may disclose any notice and information filed under this part to the attorney general of any other state, the Federal Trade Commission, the United States Department of Justice, or to another state agency, as long as that other state attorney general, state agency, or federal agency operates under a law substantially similar to this statute to guarantee the privileged or confidential nature of the notice and information disclosed. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  145. 14706.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    This section says the Attorney General or any person may bring an action to stop conduct, seek divestiture of assets or ownership interests from a completed acquisition, or otherwise restore competition.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14706. Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or ownership interests obtained in a completed acquisition or otherwise to restore competition. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  146. 14707.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. )

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    Failing to provide required written notice or other required material under this part is a violation. The Attorney General can seek injunctions, equitable relief, attorney’s fees, costs, and civil penalties.

    ## 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 14. Retail Grocery Firms and Retail Drug Firms [14700 - 14707] ( Part 14 added by Stats. 2023, Ch. 457, Sec. 2. ) ## 14707. (a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of this part. (b) In addition to any legal remedies the Attorney General may have, the Attorney General shall be entitled to injunctive relief and other equitable remedies a court deems appropriate for a violation of this part, shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation, and shall be entitled to civil penalties of up to twenty thousand dollars ($20,000) for each day of noncompliance with the requirements of Section 14700. (Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)
  147. 149.

    ## 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 an instrument is “acknowledged” and says certain out-of-state acknowledgment certificates do not need further authentication.

    ## 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. ) ## 149. “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. (Amended by Stats. 1976, Ch. 641.)
  148. 15.

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

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    This section says “shall” means mandatory and “may” means permissive.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 15. “Shall” is mandatory and “may” is permissive. (Enacted by Stats. 1947, Ch. 1038.)
  149. 150.

    ## 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 corporation is an affiliate of another corporation when it controls, is controlled by, or is under common control with that corporation, directly or through intermediaries.

    ## 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. ) ## 150. A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corporation if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other specified corporation. (Added by Stats. 1975, Ch. 682.)
  150. 1500.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    Each corporation must keep proper books and records, minutes of shareholder and board proceedings, and a shareholder record at the required office locations.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1500. Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each. Those minutes and other books and records shall be kept either in written form or in another form capable of being converted into clearly legible tangible form or in any combination of the foregoing. When minutes and other books and records are kept in a form capable of being converted into clearly legible paper form, the clearly legible paper form into which those minutes and other books and records are converted shall be admissible in evidence, and accepted for all other purposes, to the same extent as an original paper record of the same information would have been, provided that the paper form accurately portrays the record. (Amended by Stats. 2022, Ch. 617, Sec. 24. (SB 1202) Effective January 1, 2023.)
  151. 1501.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    The board must send shareholders an annual report within 120 days after the fiscal year ends, and the report must include specified financial statements. Shareholders can request certain statements, and the corporation must provide or keep them available in the ways and time limits stated.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1501. (a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year, unless in the case of a corporation with less than 100 holders of record of its shares (determined as provided in Section 605) this requirement is expressly waived in the bylaws. Unless otherwise provided by the articles or bylaws and if approved by the board of directors, that report and any accompanying material sent pursuant to this section may be sent by electronic transmission by the corporation (Section 20). This report shall contain a balance sheet as of the end of that fiscal year and an income statement and a statement of cashflows for that fiscal year, accompanied by any report thereon of independent accountants or, if there is no report, the certificate of an authorized officer of the corporation that the statements were prepared without audit from the books and records of the corporation. (2) Unless so waived, the report specified in paragraph (1) shall be sent to the shareholders at least 15 (or, if sent by third-class mail, 35) days before the annual meeting of shareholders to be held during the next fiscal year, but this requirement shall not limit the requirement for holding an annual meeting as required by Section 600. (3) Notwithstanding Section 114, the financial statements of any corporation with fewer than 100 holders of record of its shares (determined as provided in Section 605) required to be furnished by this subdivision and subdivision (c) are not required to be prepared in conformity with generally accepted accounting principles if they reasonably set forth the assets and liabilities and the income and expense of the corporation and disclose the accounting basis used in their preparation. (4) The requirements described in paragraphs (1) and (2) shall be satisfied if a corporation with an outstanding class of securities registered under Section 12 of the Securities Exchange Act of 1934 complies with Section 240.14a-16 of Title 17 of the Code of Federal Regulations, as it may be amended from time to time, with respect to the obligation of a corporation to furnish an annual report to shareholders pursuant to Section 240.14a-3(b) of Title 17 of the Code of Federal Regulations. (b) In addition to the financial statements required by subdivision (a), the annual report of any corporation having 100 or more holders of record of its shares (determined as provided in Section 605) either not subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, or exempted from those reporting requirements by Section 12(g)(2) of that act, shall also describe briefly both of the following: (1) Any transaction (excluding compensation of officers and directors) during the previous fiscal year involving an amount in excess of forty thousand dollars ($40,000) (other than contracts let at competitive bid or services rendered at prices regulated by law) to which the corporation or its parent or subsidiary was a party and in which any director or officer of the corporation or of a subsidiary or (if known to the corporation or its parent or subsidiary) any holder of more than 10 percent of the outstanding voting shares of the corporation had a direct or indirect material interest, naming the person and stating the person’s relationship to the corporation, the nature of the person’s interest in the transaction and, where practicable, the amount of the interest; provided that in the case of a transaction with a partnership of which the person is a partner, only the interest of the partnership need be stated; and provided further that no report need be made in the case of any transaction approved by the shareholders (Section 153). (2) The amount and circumstances of any indemnification or advances aggregating more than ten thousand dollars ($10,000) paid during the fiscal year to any officer or director of the corporation pursuant to Section 317; provided that no report need be made in the case of indemnification approved by the shareholders (Section 153) under paragraph (2) of subdivision (e) of Section 317. (c) If no annual report for the last fiscal year has been sent to shareholders, the corporation shall, upon the written request of any shareholder made more than 120 days after the close of that fiscal year, deliver or mail to the person making the request within 30 days thereafter the financial statements required by subdivision (a) for that year. A shareholder or shareholders holding at least 5 percent of the outstanding shares of any class of a corporation may make a written request to the corporation for an income statement of the corporation for the three-month, six-month, or nine-month period of the current fiscal year ended more than 30 days before the date of the request and a balance sheet of the corporation as of the end of the period and, in addition, if no annual report for the last fiscal year has been sent to shareholders, the statements referred to in subdivision (a) for the last fiscal year. The statements shall be delivered or mailed to the person making the request within 30 days thereafter. A copy of the statements shall be kept on file in the principal office of the corporation for 12 months and it shall be exhibited at all reasonable times to any shareholder demanding an examination of the statements or a copy shall be mailed to the shareholder. (d) The quarterly income statements and balance sheets referred to in this section shall be accompanied by the report thereon, if any, of any independent accountants engaged by the corporation or the certificate of an authorized officer of the corporation that the financial statements were prepared without audit from the books and records of the corporation. (e) In addition to the penalties provided for in Section 2200, the superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by this section and, for good cause shown, may extend the time therefor. (f) In any action or proceeding under this section, if the court finds the failure of the corporation to comply with the requirements of this section to have been without justification, the court may award an amount sufficient to reimburse the shareholder for the reasonable expenses incurred by the shareholder, including attorney’s fees, in connection with the action or proceeding. (g) This section applies to any domestic corporation and also to a foreign corporation having its principal office in California or customarily holding meetings of its board in this state. (Amended by Stats. 2022, Ch. 617, Sec. 25. (SB 1202) Effective January 1, 2023.)
  152. 1502.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    Corporations must file a detailed statement with the Secretary of State within 90 days after filing original articles and annually during the filing period, and pay a $5 disclosure fee.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1502. (a) Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing all of the following: (1) The name of the corporation and the Secretary of State’s file number. (2) The names and complete business or residence addresses of its incumbent directors. (3) The number of vacancies on the board, if any. (4) The names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer. (5) The street address of its principal executive office. (6) The mailing address of the corporation, if different from the street address of its principal executive office. (7) If the address of its principal executive office is not in this state, the street address of its principal business office in this state, if any. (8) If the corporation chooses to receive renewal notices and any other notifications from the Secretary of State by electronic mail instead of by United States mail, the corporation shall include a valid electronic mail address for the corporation or for the corporation’s designee to receive those notices. (9) A statement of the general type of business that constitutes the principal business activity of the corporation, such as, for example, manufacturer of aircraft, wholesale liquor distributor, or retail department store. (10) A statement indicating whether any officer or any director has an outstanding final judgment issued by the Division of Labor Standards Enforcement or a court of law, for which no appeal therefrom is pending, for the violation of any wage order or provision of the Labor Code. (b) The statement required by subdivision (a) shall also designate, as the agent of the corporation for the purpose of service of process, a natural person residing in this state or a corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated. If a natural person is designated, the statement shall set forth that person’s complete business or residence street address. If a corporate agent is designated, no address for it shall be set forth. (c) If there has been no change in the information in the last filed statement of the corporation on file in the Secretary of State’s office, the corporation may, in lieu of filing the statement required by subdivisions (a) and (b), advise the Secretary of State, on a form prescribed by the Secretary of State, that no changes in the required information have occurred during the applicable filing period. (d) For the purposes of this section, the applicable filing period for a corporation shall be the calendar month during which its original articles were filed and the immediately preceding five calendar months. The Secretary of State shall provide a notice to each corporation to comply with this section approximately three months prior to the close of the applicable filing period. The notice shall state the due date for compliance and shall be sent to the last address of the corporation according to the records of the Secretary of State or to the last electronic mail address according to the records of the Secretary of State if the corporation has elected to receive notices from the Secretary of State by electronic mail. The failure of the corporation to receive the notice is not an excuse for failure to comply with this section. (e) Whenever any of the information required by subdivision (a) is changed, the corporation may file a current statement containing all the information required by subdivisions (a) and (b). In order to change its agent for service of process or the address of the agent, the corporation must file a current statement containing all the information required by subdivisions (a) and (b). Whenever any statement is filed pursuant to this section, it supersedes any previously filed statement and the statement in the articles as to the agent for service of process and the address of the agent. (f) The Secretary of State may destroy or otherwise dispose of any statement filed pursuant to this section after it has been superseded by the filing of a new statement. (g) This section shall not be construed to place any person dealing with the corporation on notice of, or under any duty to inquire about, the existence or content of a statement filed pursuant to this section. (h) The statement required by subdivision (a) shall be available and open to the public for inspection. The Secretary of State shall provide access to all information contained in this statement by means of an online database. (i) In addition to any other fees required, a corporation shall pay a five-dollar ($5) disclosure fee when filing the statement required by subdivision (a). One-half of the fee shall, notwithstanding Section 12176 of the Government Code, be deposited into the Business Programs Modernization Fund established in subdivision (k), and one-half shall be deposited into the Victims of Corporate Fraud Compensation Fund established in Section 2280. (j) A corporation shall certify that the information it provides pursuant to subdivisions (a) and (b) is true and correct. No claim may be made against the state for inaccurate information contained in the statements. (k) There is hereby established the Business Programs Modernization Fund in the State Treasury. Moneys deposited into the fund shall, upon appropriation by the Legislature, be available to the Secretary of State to further the purposes of this section, including the development and maintenance of the online database required by subdivision (h), and by subdivision (c) of Section 2117. (l) (1) This section shall become operative on January 1, 2022, or upon certification by the Secretary of State that California Business Connect is implemented, whichever date is earlier. (2) If the Secretary of State certifies California Business Connect is implemented prior to January 1, 2022, the Secretary of State shall post notice of the certification on the homepage of its internet website and send notice of the certification to the Legislative Counsel. (Repealed (in Sec. 1) and added by Stats. 2020, Ch. 357, Sec. 2. (AB 3075) Effective January 1, 2021. Conditionally operative on or before January 1, 2022, by its own provisions.)
  153. 1502.1.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    Publicly traded corporations must file an annual statement with the Secretary of State within 150 days after fiscal year-end, include specified disclosure items, and certify the information is true and correct.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1502.1. (a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall file annually, within 150 days after the end of its fiscal year, a statement, on a form prescribed by the Secretary of State, that includes all of the following information: (1) The name of the independent auditor that prepared the most recent auditor’s report on the corporation’s annual financial statements. (2) A description of other services, if any, performed for the corporation during its two most recent fiscal years and the period between the end of its most recent fiscal year and the date of the statement by the foregoing independent auditor, by its parent corporation, or by a subsidiary or corporate affiliate of the independent auditor or its parent corporation. (3) The name of the independent auditor employed by the corporation on the date of the statement, if different from the independent auditor listed pursuant to paragraph (1). (4) The compensation for the most recent fiscal year of the corporation paid to each member of the board of directors and paid to each of the five most highly compensated executive officers of the corporation who are not members of the board of directors, including the number of any shares issued, options for shares granted, and similar equity-based compensation granted to each of those persons. If the chief executive officer is not among the five most highly compensated executive officers of the corporation, the compensation paid to the chief executive officer shall also be included. (5) A description of any loan, including the amount and terms of the loan, made to any member of the board of directors by the corporation during the corporation’s two most recent fiscal years at an interest rate lower than the interest rate available from unaffiliated commercial lenders generally to a similarly-situated borrower. (6) A statement indicating whether an order for relief has been entered in a bankruptcy case with respect to the corporation, its executive officers, or members of the board of directors of the corporation during the 10 years preceding the date of the statement. (7) A statement indicating whether any member of the board of directors or executive officer of the corporation was convicted of fraud during the 10 years preceding the date of the statement, if the conviction has not been overturned or expunged. (8) A description of any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the corporation or any of its subsidiaries is a party or of which any of their property is the subject, as specified by Item 103 of Regulation S-K of the Securities and Exchange Commission (Section 229.103 of Title 12 of the Code of Federal Regulations). A description of any material legal proceeding during which the corporation was found legally liable by entry of a final judgment or final order that was not overturned on appeal during the five years preceding the date of the statement. (b) For purposes of this section, the following definitions apply: (1) “Publicly traded corporation” means a corporation, as defined in Section 162, that is an issuer as defined in Section 3 of the Securities Exchange Act of 1934, as amended (15 U.S.C. Sec. 78c), and has at least one class of securities listed or admitted for trading on a national securities exchange, on the OTC Bulletin Board, or on the electronic service operated by OTC Markets Group Inc. (2) “Executive officer” means the chief executive officer, president, any vice president in charge of a principal business unit, division, or function, any other officer of the corporation who performs a policymaking function, or any other person who performs similar policymaking functions for the corporation. (3) “Compensation” as used in paragraph (4) of subdivision (a) means all plan and nonplan compensation awarded to, earned by, or paid to the person for all services rendered in all capacities to the corporation and to its subsidiaries, as the compensation is specified by Item 402 of Regulation S-K of the Securities and Exchange Commission (Section 229.402 of Title 17 of the Code of Federal Regulations). (4) “Loan” as used in paragraph (5) of subdivision (a) excludes an advance for expenses permitted under subdivision (d) of Section 315, the corporation’s payment of life insurance premiums permitted under subdivision (e) of Section 315, and an advance of expenses permitted under Section 317. (c) This statement shall be available and open to the public for inspection. The Secretary of State shall provide access to all information contained in this statement by means of an online database. (d) A corporation shall certify that the information it provides pursuant to this section is true and correct. No claim may be made against the state for inaccurate information contained in statements filed under this section with the Secretary of State. (Amended by Stats. 2019, Ch. 143, Sec. 25. (SB 251) Effective January 1, 2020.)
  154. 1503.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    An authorized service-of-process agent may file a resignation with the Secretary of State on the prescribed form, and the filing must include specified corporation and agent 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1503. (a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process. The form shall contain the name of the corporation, the Secretary of State’s file number of the corporation, the name of the resigning agent for service of process, and a statement that the agent is resigning. Thereupon the authority of the agent to act in such capacity shall cease and the Secretary of State forthwith shall mail or otherwise provide written notice of the filing of the statement of resignation to the corporation at its principal office. (b) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the corporation, the Secretary of State’s file number for the corporation, and the name of the resigning agent for service of process, the agent disclaims having been properly appointed as the agent. Similarly, a person named as an officer or director may indicate that the person was never properly appointed as the officer or director. (c) The Secretary of State may destroy or otherwise dispose of any resignation filed pursuant to this section after a new form is filed pursuant to Section 1502 or 2117 replacing the agent for service of process that has resigned. (Amended by Stats. 2022, Ch. 617, Sec. 26. (SB 1202) Effective January 1, 2023.)
  155. 1504.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    If a registered agent dies, resigns, moves out of state, or otherwise stops serving, the corporation must promptly file a new agent designation.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1504. If a natural person who has been designated agent for service of process pursuant to Section 202, 1502, 2105, or 2117 dies or resigns or no longer resides in the state or if the corporate agent for such purpose resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers and privileges suspended or ceases to exist, the corporation shall forthwith file a designation of a new agent conforming to the requirements of Section 1502 or 2117. (Amended by Stats. 1985, Ch. 764, Sec. 2. Operative July 1, 1986, by Sec. 11 of Ch. 764.)
  156. 1505.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    A domestic or foreign corporation must file a certificate before it can be designated as an agent for service of process under laws that use this section.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1505. (a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant to any law which refers to this section, shall file a certificate executed in the name of the corporation by an officer thereof stating all of the following: (1) The complete street address of its office or offices in this state, wherein any entity designating it as such agent may be served with process. (2) The name of each person employed by it at each such office to whom it authorizes the delivery of a copy of any such process. (3) Its consent that delivery thereof to any such person at the office where the person is employed shall constitute delivery of any such copy to it, as such agent. (b) Any corporation which has filed the certificate provided for in subdivision (a) may file any number of supplemental certificates containing all the statements provided for in subdivision (a), which, upon the filing thereof, shall supersede the statements contained in the original or in any supplemental certificate previously filed. (c) No domestic or foreign corporation may file a certificate pursuant to this section unless it is currently authorized to engage in business in this state and is in good standing on the records of the Secretary of State. (Amended by Stats. 2012, Ch. 494, Sec. 8. (SB 1532) Effective January 1, 2013.)
  157. 1506.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    On request by an assessor, certain domestic or foreign corporations must provide relevant business-record copies about property they hold in the county.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1506. Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the corporation’s principal office in California or at a place mutually acceptable to the assessor and the corporation a true copy of business records relevant to the amount, cost and value of all property that it owns, claims, possesses or controls within the county. (Repealed and added by Stats. 1975, Ch. 682.)
  158. 1507.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    Corporate officers, directors, employees, and agents can be jointly and severally liable for damages if they make or publish false material corporate documents or make false entries, or if they alter records to deceive.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1507. Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting therefrom to the corporation or any person injured thereby who relied thereon or to both: (a) Make, issue, deliver or publish any prospectus, report, circular, certificate, financial statement, balance sheet, public notice or document respecting the corporation or its shares, assets, liabilities, capital, dividends, business, earnings or accounts which is false in any material respect, knowing it to be false, or participate in the making, issuance, delivery or publication thereof with knowledge that the same is false in a material respect. (b) Make or cause to be made in the books, minutes, records or accounts of a corporation any entry which is false in any material particular knowing such entry is false. (c) Remove, erase, alter or cancel any entry in any books or records of the corporation, with intent to deceive. (Repealed and added by Stats. 1975, Ch. 682.)
  159. 1508.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    The Attorney General may notify a corporation of a complaint about noncompliance, and if the response is unsatisfactory, may bring or join court or agency proceedings for appropriate relief.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1508. The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or Chapter 6 (commencing with Section 600), 7 (commencing with Section 700), or 16 (commencing with Section 1600), may in the name of the people of the State of California send to the principal office of such corporation notice of the complaint. If the answer is not satisfactory, the Attorney General may institute, maintain or intervene in such suits, actions or proceedings of any type in any court or tribunal of competent jurisdiction or before any administrative agency for such relief by way of injunction, the dissolution of entities, the appointment of receivers or any other temporary, preliminary, provisional or final remedies as may be appropriate to protect the rights of shareholders or to undo the consequences of failure to comply with such requirements. In any such action, suit or proceeding there may be joined as parties all persons and entities responsible for or affected by such activity. (Amended by Stats. 2022, Ch. 617, Sec. 27. (SB 1202) Effective January 1, 2023.)
  160. 1509.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    A corporation must, for 60 days after a shareholders’ meeting, promptly tell a requesting shareholder the result of any shareholder vote.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1509. For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation shall, upon written request from a shareholder, forthwith inform the shareholder of the result of any particular vote of shareholders taken at the meeting, including the number of shares voting for, the number of shares voting against, and the number of shares abstaining or withheld from voting. If the matter voted on was the election of directors, the corporation shall report the number of shares (or votes if voted cumulatively) cast for each nominee for director. If more than one class or series of shares voted, the report shall state the appropriate numbers by class and series of shares. (Added by Stats. 1987, Ch. 408, Sec. 1.)
  161. 151.

    ## 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 “approved by (or approval of) the 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 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 151. “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 311. (Added by Stats. 1975, Ch. 682.)
  162. 1510.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    A foreign corporation qualified to do business in the state must provide the information in Section 1509 when a resident shareholder asks for it.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1510. (a) Any foreign corporation qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a shareholder resident in this state. (b) Any of the following shall be considered to be a shareholder resident in this state: (1) A natural person residing in this state. (2) A bank organized under Division 1 (commencing with Section 99) of the Financial Code, whether acting for itself, acting as a sole fiduciary, or acting with one or more other persons as a fiduciary. (3) A national bank having its head office in this state whether acting for itself, acting as a sole fiduciary, or acting with one or more other persons as a fiduciary. (4) Any retirement fund for public employees established or authorized by any law of this state. (Added by Stats. 1987, Ch. 408, Sec. 2.)
  163. 1511.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A covered foreign corporation must provide the information in Section 1509 when a resident shareholder requests it.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1511. Any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or foreign corporations qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a shareholder resident in this state, as defined by subdivision (b) of Section 1510. (Added by Stats. 1987, Ch. 408, Sec. 3.)
  164. 1512.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. )

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    This section defines who counts as a shareholder for certain provisions and requires some shareholders to give the corporation proof of that status.

    ## 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 15. Records and Reports [1500 - 1512] ( Chapter 15 added by Stats. 1975, Ch. 682. ) ## 1512. (a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named in a share certificate as a shareholder or (2) any person named as a shareholder on the records of a central depository, bank, or broker-dealer with respect to shares which are subject to the control of the central depository, bank, or broker-dealer. (b) A beneficiary of a trust, a beneficiary of the estate of a decedent, or an employee with respect to a pension, retirement, or health care trust or fund is not a shareholder of any shares standing in the name of the trust, the fund, the decedent, or the estate of the decedent. (c) A person who is a shareholder by reason of paragraph (2) of subdivision (a) shall provide the corporation with a photocopy of a receipt of a statement from the central depository, bank, or broker-dealer showing the person to be a shareholder and the corporation shall accept the photocopy as sufficient evidence thereof. (Added by Stats. 1987, Ch. 408, Sec. 4.)
  165. 152.

    ## 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 “approved by the outstanding shares” is satisfied.

    ## 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. ) ## 152. “Approved by (or approval of) the outstanding shares” means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such approval shall include the affirmative vote of a majority of the outstanding shares of each class or series entitled, by any provision of the articles or of this division, to vote as a class or series on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion (including all) of the outstanding shares of any class or series if such greater proportion is required by the articles or this division. (Amended by Stats. 1976, Ch. 641.)
  166. 153.

    ## 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 shareholders are treated as having approved an action.

    ## 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. ) ## 153. “Approved by (or approval of) the shareholders” means approved or ratified by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) or by the written consent of shareholders (Section 603) or by the affirmative vote or written consent of such greater proportion (including all) of the shares of any class or series as may be provided in the articles or in this division for all or any specified shareholder action. (Amended by Stats. 1977, Ch. 235.)
  167. 154.

    ## 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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    “Articles” means several corporate formation documents, and for close corporations, references to a vote required by the articles also include any vote required by a shareholders’ 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 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 154. “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to a vote required by the “articles” include, in the case of a close corporation (Section 158), any vote required by a shareholders’ agreement. (Amended by Stats. 1976, Ch. 641.)
  168. 155.

    ## 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 ↗

    “Board” means the corporation’s board of directors.

    ## 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. ) ## 155. “Board” means the board of directors of the corporation. (Added by Stats. 1975, Ch. 682.)
  169. 156.

    ## 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 defines “certificate of determination” as a certificate executed and filed under Section 401.

    ## 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. ) ## 156. “Certificate of determination” means a certificate executed and filed pursuant to Section 401. (Added by Stats. 1975, Ch. 682.)
  170. 156.1.

    ## 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 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. )

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    This section defines “certificated security” as a share or certain issuer obligations described in the Commercial Code.

    ## 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. ) ## 156.1. “Certificated security” means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer as described in paragraph (15) of subdivision (a) of, the Commercial Code. (Amended by Stats. 1996, Ch. 497, Sec. 25. Effective January 1, 1997.)
  171. 156.5.

    ## 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. )

    Verify source ↗

    “Certificate of Redomestication” means the document used when another state’s appropriate official approves redomestication of a California insurer.

    ## 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. ) ## 156.5. “Certificate of Redomestication” is the document by which the appropriate official of another state approves the redomestication of a California insurer. (Added by Stats. 1995, Ch. 702, Sec. 1. Effective January 1, 1996.)
  172. 156.6.

    ## 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 “chairperson of the board” are treated as including all titles allowed for that role under Section 312.

    ## 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. ) ## 156.6. All references in this division to “chairperson of the board” shall be deemed to refer to all permissible titles for the chairperson of the board, as permitted by Section 312. (Added by Stats. 2015, Ch. 98, Sec. 1. (SB 351) Effective January 1, 2016.)
  173. 157.

    ## 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 “Chapter” for this part of the Corporations Code, unless the text 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. ) ## 157. “Chapter” refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated. (Added by Stats. 1975, Ch. 682.)
  174. 158.

    ## 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 a “close corporation” and sets rules for adding, deleting, and voting on the special close-corporation provisions in the articles.

    ## 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. ) ## 158. (a) “Close corporation” means a corporation, including a close social purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a provision that all of the corporation’s issued shares of all classes shall be held of record by not more than a specified number of persons, not exceeding 35, and a statement, “This corporation is a close corporation.” (b) The special provisions referred to in subdivision (a) may be included in the articles by amendment, but if such amendment is adopted after the issuance of shares only by the affirmative vote of all of the issued and outstanding shares of all classes. (c) The special provisions referred to in subdivision (a) may be deleted from the articles by amendment, or the number of shareholders specified may be changed by amendment, but if such amendment is adopted after the issuance of shares, only by the affirmative vote of at least two-thirds of each class of the outstanding shares; provided, however, that the articles may provide for a lesser vote, but not less than a majority of the outstanding shares, or may deny a vote to any class, or both. (d) In determining the number of shareholders for the purposes of the provision in the articles authorized by this section, spouses and the personal representative of either shall be counted as one regardless of how shares may be held by either or both of them, a trust or personal representative of a decedent holding shares shall be counted as one regardless of the number of trustees or beneficiaries, and a partnership or corporation or business association holding shares shall be counted as one (except that any such trust or entity the primary purpose of which was the acquisition or voting of the shares shall be counted according to the number of beneficial interests therein). (e) A corporation shall cease to be a close corporation upon the filing of an amendment to its articles pursuant to subdivision (c) or, if it shall have more than the maximum number of holders of record of its shares specified in its articles as a result of an inter vivos transfer of shares which is not void under subdivision (d) of Section 418, the transfer of shares on distribution by will or pursuant to the laws of descent and distribution, the dissolution of a partnership or corporation or business association, or the termination of a trust which holds shares, by court decree upon dissolution of a marriage or otherwise by operation of law. Promptly upon acquiring more than the specified number of holders of record of its shares, a close corporation shall execute and file an amendment to its articles deleting the special provisions referred to in subdivision (a) and deleting any other provisions not permissible for a corporation which is not a close corporation, which amendment shall be promptly approved and filed by the board and need not be approved by the outstanding shares. (f) Nothing contained in this section shall invalidate any agreement among the shareholders to vote for the deletion from the articles of the special provisions referred to in subdivision (a) upon the lapse of a specified period of time or upon the occurrence of a certain event or condition or otherwise. (g) The following sections contain specific references to close corporations: Sections 186, 202, 204, 300, 418, 421, 1111, 1201, 1800, and 1904. (Amended by Stats. 2016, Ch. 50, Sec. 20. (SB 1005) Effective January 1, 2017.)
  175. 15800.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4. Process Agents for Certain Foreign Corporations [15800- 15800.] ( Chapter 4 added by Stats. 1983, Ch. 1223, Sec. 12. )

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    Certain partnerships must file a statement with the Secretary of State within 40 days after starting business in California and name an agent for service of process.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4. Process Agents for Certain Foreign Corporations [15800- 15800.] ( Chapter 4 added by Stats. 1983, Ch. 1223, Sec. 12. ) ## 15800. (a) Every partnership, other than a foreign limited partnership, subject to Chapter 4.5 (commencing with Section 15900), or a commercial or banking partnership established and transacting business in a place outside the United States, that is domiciled without this state and has no regular place of business within this state, shall, within 40 days from the time it commences to do business in this state, file a statement in the office of the Secretary of State in accordance with Section 16309 designating some natural person or corporation as the agent of the partnership upon whom process issued by authority of or under any law of this state directed against the partnership may be served. A copy of the designation, duly certified by the Secretary of State, is sufficient evidence of the appointment. (b) The process may be served in the manner provided in subdivision (b) of Section 16310 on the person so designated, or, in the event that no person has been designated, or if the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated in the designation, or if the agent is a corporation and no person can be found with due diligence to whom the delivery authorized by subdivision (b) of Section 16310 may be made for the purpose of delivery to the corporate agent, or if the agent designated is no longer authorized to act, then service may be made by personal delivery to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State of the process, together with a written statement signed by the party to the action seeking the service, or by the party’s attorney, setting forth the last known address of the partnership and a service fee as set forth in Section 12197 of the Government Code. The Secretary of State shall immediately give notice of the service to the partnership by forwarding the process to it by registered mail, return receipt requested, at the address given in the written statement. (c) Service on the person designated, or personal delivery of the process and statement of address together with a service fee as set forth in Section 12197 of the Government Code to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State, pursuant to this section is a valid service on the partnership. The partnership so served shall appear within 30 days after service on the person designated or within 30 days after delivery of the process to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State. (Amended by Stats. 2025, Ch. 200, Sec. 17. (AB 1521) Effective January 1, 2026.)
  176. 159.

    ## 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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    “Common shares” are shares with no preference over other shares for asset distribution on liquidation or dividend 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 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 159. “Common shares” means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends. (Added by Stats. 1975, Ch. 682.)
  177. 15900.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This chapter may be cited as the Uniform Limited Partnership Act of 2008.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15900. This chapter may be cited as the Uniform Limited Partnership Act of 2008. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  178. 15901.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section defines many terms used in the limited partnership chapter, including acknowledged, contribution, distribution, partner types, transfer, and transferable interest.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.02. In this chapter, the following terms have the following meanings: (a) “Acknowledged” means that an instrument is either of the following: (1) 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. (2) Executed to include substantially the following wording preceding the signature: “It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. 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.” (b) “Certificate of limited partnership” means the certificate required by Section 15902.01. The term includes the certificate as amended or restated. (c) “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner. (d) “Debtor in bankruptcy” means a person that is the subject of either of the following: (1) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application. (2) A comparable order under federal, state, or foreign law governing insolvency. (e) “Designated office” means either of the following: (1) With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under Section 15901.14. (2) With respect to a foreign limited partnership, its principal office. (f) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee. (g) “Domestic corporation” means a corporation formed under the laws of this state. (h) “Electronic transmission by the partnership” means a communication that meets both of the following requirements: (1) It is delivered by any of the following means: (A) Facsimile transmission or electronic mail when directed to the facsimile number or electronic mail address, respectively, for the recipient on the record with the partnership. (B) Posting on an electronic message board or other electronic database, that the partnership has designated for the communication, together with a separate notice to the recipient of the posting, which shall be validly delivered upon the later of either the posting or delivery of the separate notice thereof. (C) Other means of electronic communication. (2) It is to a recipient that has provided an unrevoked consent to the use of the means of transmission used by the partnership in the electronic transmission. (i) “Electronic transmission to the partnership” means a communication that meets both of the following requirements: (1) It is delivered by any of the following means: (A) Facsimile communication or other electronic mail when directed to the facsimile number or electronic mail address, respectively, that the partnership has provided from time to time to the partners for sending communications to the partnership. (B) Posting on an electronic message board or electronic database that the partnership has designated for the communication. A transmission shall have been validly delivered upon the posting. (C) Other means of electronic communication. (2) It is a communication as to which the partnership has placed in effect reasonable measures to verify that the sender is the partner purporting to send the transmission, either in person or by proxy. (j) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership. (k) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership. (l) “Foreign other business entity” means an other business entity formed under the laws of any state other than this state or under the laws of a foreign country. (m) “General partner” means: (1) With respect to a limited partnership, a person to whom either of the following applies: (A) The person becomes a general partner under Section 15904.01. (B) The person was a general partner in a limited partnership when the limited partnership became subject to this chapter under subdivision (a) or (b) of Section 15912.06. (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership. (n) “Interests of all partners” means the aggregate interests of all partners in the current profits derived from business operations of the partnership. (o) “Interests of limited partners” means the aggregate interests of all limited partners in their respective capacities as limited partners in the current profits derived from business operations of the partnership. (p) “Limited partner” means: (1) With respect to a limited partnership, a person to whom either of the following applies: (A) The person becomes a limited partner under Section 15903.01 or subdivision (h) of Section 15907.02. (B) The person was a limited partner in a limited partnership when the limited partnership became subject to this chapter under subdivision (a) or (b) of Section 15912.06. (2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership. (q) “Limited partnership or domestic limited partnership,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 11 (commencing with Section 15911.01) or subdivisions (a) or (b) of Section 15912.06. (r) “Mail” means first-class mail, postage prepaid, unless registered mail is specified. Registered mail includes certified mail. (s) “Majority in interest of all partners” means more than 50 percent of the interests of all partners. (t) “Majority in interest of the limited partners” means more than 50 percent of the interests of limited partners. (u) “Other business entity” means a corporation, general partnership, limited liability company, business trust, real estate investment trust, or an unincorporated association other than a nonprofit association, but excludes a limited partnership. (v) “Parent” of a limited partnership means any of the following: (1) A general partner of the limited partnership. (2) A person possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of a general partner of the limited partnership. (3) A person owning, directly or indirectly, limited partnership interests possessing more than 50 percent of the aggregate voting power of the limited partnership. (w) “Partner” means a limited partner or general partner. (x) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended. (y) “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign. (z) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership. (aa) “Principal office” means the office where the principal office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state. (ab) “Proxy” means a written authorization signed by a partner or the partner’s attorney in fact giving another person the power to vote with respect to the interest of that partner. “Signed,” for the purpose of this subdivision, means the placing of the partner’s name on the proxy, whether by manual signature, typewriting, telegraphic transmission, or otherwise, by the partner or the partner’s attorney in fact. (ac) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. (ad) “Required information” means the information that a limited partnership is required to maintain under Section 15901.11. (ae) “Return of capital” means any distribution to a partner to the extent that the aggregate distributions to that partner do not exceed that partner’s contributions to the partnership. (af) “Sign” means either of the following: (1) To execute or adopt a tangible symbol with the present intent to authenticate a record. (2) To attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record. (ag) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States. (ah) “Time a notice is given or sent,” unless otherwise expressly provided, means any of the following: (1) The time a written notice to a partner or the limited partnership is deposited in the United States mail. (2) The time any other written notice is personally delivered to the recipient, is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means to the recipient. (3) 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. (ai) (1) “Transact intrastate business” means, for purposes of registration, entering into repeated and successive transactions of business in this state, other than interstate or foreign commerce. (2) A foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely because of its status as one or more of the following: (A) A shareholder of a foreign corporation transacting intrastate business. (B) A shareholder of a domestic corporation. (C) A limited partner of a foreign limited partnership transacting intrastate business. (D) A limited partner of a domestic limited partnership. (E) A member or manager of a foreign limited liability company transacting intrastate business. (F) A member or manager of a domestic limited liability company. (3) Without excluding other activities that may not constitute transacting intrastate business, a foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely by reason of carrying on in this state one or more of the following activities: (A) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims and disputes. (B) Holding meetings of its partners or carrying on other activities concerning its internal affairs. (C) Maintaining bank accounts. (D) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositories with relation to its securities. (E) Effecting sales through independent contractors. (F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts. (G) Creating or acquiring evidences of debt or mortgages, liens, or security interests on real or personal property. (H) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts. (I) Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature. (J) Transacting business in interstate commerce. (4) A person shall not be deemed to be transacting intrastate business in this state within the meaning of paragraph (1) solely because of the person’s status as a limited partner of a domestic limited partnership or a foreign limited partnership registered to transact intrastate business in this state. This definition shall not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, jurisdiction, or other regulation under any other law of this state. (aj) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, creation of a security interest or encumbrance, gift, and transfer by operation of law. (ak) “Transferable interest” means a partner’s right to receive distributions. (al) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner. (Amended by Stats. 2022, Ch. 617, Sec. 86. (SB 1202) Effective January 1, 2023.)
  179. 15901.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section defines when a person knows or has notice of a fact, and when notice is treated as received for limited partnership events.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.03. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; (3) has reason to know it exists from all of the facts known to the person at the time in question; or (4) has notice of it under subdivision (c) or (d). (c) A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subdivision (d), the certificate is not notice of any other fact. (d) A person has notice of: (1) another person’s dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a certificate of dissociation pertaining to the other person, whichever occurs first; (2) a limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved; (3) a limited partnership’s termination, 90 days after the effective date of a certificate of cancellation; (4) a limited partnership’s conversion under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of conversion; or (5) a merger under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of merger. (e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it. (f) A person receives a notification when the notification: (1) comes to the person’s attention; or (2) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications. (g) Except as otherwise provided in subdivision (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information. (h) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  180. 15901.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership is a separate entity and may be formed for any lawful purpose, but it cannot do banking, insurance underwriting, or trust company business.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.04. (a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose. A limited partnership may engage in any lawful business activity, whether or not for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business. (c) A limited partnership has a perpetual duration. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  181. 15901.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership may do things necessary or convenient to carry on its activities, including suing, being sued, defending in its own name, and bringing an action against a partner for certain harm.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.05. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  182. 15901.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    State law governs relations among the partners of a limited partnership, the partners’ relationship with the partnership, and partner liability for partnership obligations.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.06. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  183. 15901.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section says general principles of law and equity fill gaps in the chapter unless a specific chapter rule overrides them.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.07. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 3289 of the Civil Code. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  184. 15901.08.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Limited partnerships must use approved naming formats and avoid misleading or restricted words.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.08. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” at the end of its name. (c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and shall not contain the abbreviation “L.P.” or “LP.” (d) The name of a limited partnership 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 limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01. (2) Each name reserved under Section 15901.09. (e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State. (f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration. (g) The name shall not include the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.” and shall not include the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks. (Amended by Stats. 2022, Ch. 617, Sec. 87. (SB 1202) Effective January 1, 2023.)
  185. 15901.09.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section lets eligible persons reserve a compliant partnership name, lets the Secretary of State issue a 60-day reservation, allows one additional 60-day reservation, and permits transfer of a reserved name by signed notice.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.09. (a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize a limited partnership under this chapter and to adopt the name; (2) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name; (3) a foreign limited partnership intending to obtain a certificate of registration to transact business in this state and adopt the name; (4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of registration to transact business in this state and adopt the name; (5) a foreign limited partnership formed under the name; or (6) a foreign limited partnership formed under a name that does not comply with subdivision (b) or (c) of Section 15901.08, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary to comply with subdivision (b) or (c) of Section 15901.08. (b) Upon payment of the fee prescribed by Section 12188 of the Government Code, any person may apply to reserve a name under subdivision (a), and obtain from the Secretary of State a certificate of reservation of any name not prohibited by Section 15901.08. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall issue a certificate of name reservation and thereby reserve the name for the exclusive use of the applicant for 60 days. (c) An applicant that has reserved a name pursuant to subdivision (b) may reserve the same name for an additional 60-day period. The Secretary of State shall not issue a certificate 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. (d) A person that has reserved a name under this section may transfer the reserved name to another person, effective upon delivery to the Secretary of State of a signed notice of transfer that states the reserved name and the name and address of the person to which the reservation is to be transferred. (Amended by Stats. 2014, Ch. 834, Sec. 21. (SB 1041) Effective January 1, 2015.)
  186. 15901.10.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partnership agreement cannot override several core partnership rules, including rights, duties, court powers, winding up, and other partners’ rights, though it can make some reasonable information-use restrictions and certain loyalty or performance standards.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.10. (a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership. (b) A partnership agreement may not do any of the following: (1) Vary a limited partnership’s power under Section 15901.05 to sue, be sued, and defend in its own name. (2) Vary the law applicable to a limited partnership under Section 15901.06. (3) Vary the requirements of Section 15902.04. (4) Vary the information required under Section 15901.11 or unreasonably restrict the right to information under Section 15903.04 or 15904.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use. (5) Eliminate the duty of loyalty under Section 15904.08, but the partnership agreement may do either or both of the following: (A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable. (B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty. (6) Unreasonably reduce the duty of care under subdivision (c) of Section 15904.08. (7) Eliminate the obligation of good faith and fair dealing under subdivision (b) of Section 15903.05 and subdivision (d) of Section 15904.08, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable. (8) Vary the power of a person to dissociate as a general partner under subdivision (a) of Section 15906.04 except to require that the notice under subdivision (a) of Section 15906.03 be in a record. (9) Eliminate the power of a court to decree dissolution in the circumstances specified in subdivision (a) of Section 15908.02. (10) Vary the requirement to wind up the partnership’s business as specified in Section 15908.03. (11) Unreasonably restrict the right to maintain an action under Article 10 (commencing with Section 15910.01). (12) Restrict the right of a partner to approve a conversion or merger. (13) Vary the provisions of Article 11.5 (commencing with Section 15911.20), except to the extent expressly permitted by such provisions. (14) Restrict rights under this chapter of a person other than a partner or a transferee. (Amended by Stats. 2007, Ch. 130, Sec. 41. Effective January 1, 2008.)
  187. 15901.11.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must keep specified records at its principal office.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.11. A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order; (b) A copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed; (c) A copy of any filed certificate of conversion or merger; (d) A copy of the limited partnership’s federal, state, and local income tax returns and reports, if any, for the six most recent years; (e) A copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement; (f) A copy of any financial statement of the limited partnership for the six most recent years; (g) A copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and (h) Unless contained in a partnership agreement made in a record, a record stating: (1) The amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner; (2) The times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made; (3) For any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and (4) Any events upon the happening of which the limited partnership is to be dissolved and its activities wound up. (Amended by Stats. 2022, Ch. 617, Sec. 88. (SB 1202) Effective January 1, 2023.)
  188. 15901.12.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may lend money to or do other business with the limited partnership, and is treated the same as a non-partner for those transactions.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.12. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  189. 15901.13.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A person may be both a general partner and a limited partner, and in each role the person has the rights, powers, duties, and obligations given by this chapter and the partnership agreement.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.13. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  190. 15901.14.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Limited partnerships must keep an office and an agent for service of process in this state; foreign limited partnerships must keep an agent for service of process, and the agent must meet residency or corporate-qualification requirements.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.14. (a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process. (b) A foreign limited partnership shall designate and continuously maintain in this state an agent for service of process. (c) An agent for service of process of a limited partnership or foreign limited partnership must be an individual who is a resident of this state or a corporation that has complied with Section 1505 of the Corporations Code and whose capacity to act as an agent has not terminated. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  191. 15901.15.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Some actions that require partner consent under this chapter may be taken without a meeting, and a partner may appoint a proxy to act or consent by signing an appointment record.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.15. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner’s attorney in fact. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  192. 15901.16.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    This section sets rules for serving process on limited partnerships and foreign limited partnerships and gives the Secretary of State related notice, recordkeeping, and receipt duties.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.16. (a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon limited partnerships and foreign limited partnerships as provided in this section. (b) Personal service of a copy of any process against the limited partnership or the foreign limited partnership will constitute valid service on the limited partnership if delivered either (1) to any individual designated by it as agent or, if a limited partnership, to any general partner or (2) if the designated agent or, if a limited partnership, general partner is a corporation, to any person named in the latest certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent or to any officer of the general partner, shall constitute valid service on the limited partnership or the foreign limited partnership. No change in the address of the agent for service of process where the agent is an individual or appointment of a new agent for service of process shall be effective (1) for a limited partnership until an amendment to the certificate of limited partnership is filed or (2) for a foreign limited partnership until an amendment to the application for registration is filed. In the case of a foreign limited partnership that has appointed the Secretary of State as agent for service of process by reason of subdivision (b) of Section 15909.07, process shall be delivered by hand to the Secretary of State, or to any person employed in the capacity of assistant or deputy, which shall be one copy of the process for each defendant to be served, together with a copy of the court order authorizing the service and the fee therefor. The order shall include and set forth an address to which the process shall be sent by the Secretary of State. (c) (1) If an agent for service of process has resigned and has not been replaced or if the agent designated cannot with reasonable diligence be found at the address designated for personal delivery of the process, and it is shown by affidavit to the satisfaction of the court that process against a limited partnership or foreign limited partnership cannot be served with reasonable diligence upon the designated agent or, if a foreign limited partnership, upon any general partner by hand in the manner provided in Section 415.10, subdivision (a) of Section 415.20, or subdivision (a) of Section 415.30 of the Code of Civil Procedure, the court may make an order that the service shall be made upon a domestic limited partnership which has filed a certificate or upon a foreign limited partnership which has a certificate of registration to transact business in this state by delivering by hand to the Secretary of State, or to any person employed in the Secretary of State’s office in the capacity of assistant or deputy, one copy of the process for each defendant to be served, together with a copy of the order authorizing the service. Service in this manner shall be deemed complete on the 10th day after delivery of the process to the Secretary of State. (2) Upon receipt of any such copy of process and the fee therefor, the Secretary of State shall give notice of the service of the process to the limited partnership or foreign limited partnership, at its principal office, by forwarding to that office, by registered mail with request for return receipt, the copy of the process. (3) The Secretary of State shall keep a record of all process served upon the Secretary of State under this chapter and shall record therein the time of service and the Secretary of State’s action with reference thereto. A certificate under the Secretary of State’s official seal, certifying to the receipt of process, the giving of notice thereof to the limited partnership or foreign limited partnership, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidence of the matters stated therein. (d) (1) The certificate of a limited partnership and the application for a certificate of registration of a foreign limited partnership shall designate, as the agent for service of process, an individual residing in this state or a corporation which has complied with Section 1505 and whose capacity to act as an agent has not terminated. If an individual is designated, the statement shall set forth that person’s complete business or residence street address in this state. If a corporate agent is designated, no address for it shall be set forth. (2) An agent designated for service of process may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and acknowledged written statement of resignation as an agent for service of process containing the name of the limited partnership, the Secretary of State’s file number for the limited partnership, the name of the resigning agent for service of process, and a statement that the agent is resigning. Thereupon the authority of the agent to act in that capacity shall cease and the Secretary of State forthwith shall mail or otherwise provide written notice of the filing of the statement of resignation to the limited partnership or foreign limited partnership at its designated office. (3) The resignation of an agent may be effective if, on a form prescribed by the Secretary of State containing the name of the limited partnership, the Secretary of State’s file number for the limited partnership, and the name of the agent for service of process, the agent disclaims having been properly appointed as the agent. (4) The Secretary of State may destroy or otherwise dispose of any statement of resignation filed pursuant to this section after an amended certificate of limited partnership or amended foreign limited partnership registration is filed pursuant to Section 15902.02 or 15909.06 replacing the agent for service of process that has resigned. (5) If an individual who has been designated agent for service of process dies or resigns or no longer resides in the state or if the corporate agent for that purpose, resigns, dissolves, withdraws from the state, forfeits its right to transact intrastate business, has its corporate rights, powers, and privileges suspended or ceases to exist, (A) the limited partnership shall promptly file an amendment to the certificate designating a new agent or (B) the foreign limited partnership shall promptly file an amendment to the application for registration. (e) In addition to any other discovery rights which may exist, in any case pending in a California court having jurisdiction in which a party seeks records from a partnership formed under this chapter, whether or not the partnership is a party, the court shall have the power to order the production in California of the books and records of the partnership on the terms and conditions that the court deems appropriate. (Amended by Stats. 2014, Ch. 834, Sec. 22. (SB 1041) Effective January 1, 2015.)
  193. 15901.17.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A partner may agree in writing to court jurisdiction, arbitration, and service of process terms.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 1. General Provisions [15900 - 15901.17] ( Article 1 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15901.17. (a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction, or the exclusive jurisdiction of the courts of this state. (b) If a partner desires to use the arbitration process, that partner may in a written partnership agreement or other writing, consent to be nonexclusively subject to arbitration in a specified state, or to be exclusively subject to arbitration in this state. (c) Along with this consent to the jurisdiction of courts or arbitration, a partner may consent to be served with legal process in the manner prescribed in the partnership agreement or other writing. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  194. 15902.01.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership is formed when the Secretary of State files its certificate of limited partnership, and the filing must meet stated content and notice requirements.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.01. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before or after the filing of a certificate of limited partnership, the partners shall have entered into a partnership agreement. The certificate must state: (1) the name of the limited partnership, which shall comply with Section 15901.08; (2) the street address of the initial principal office; (3) the name and street address of the initial agent for service of process in accordance with paragraph (1) of subdivision (d) of Section 15901.16; (4) the name and the address of each general partner; and (5) the mailing address of the limited partnership, if different from the address of the initial principal office. (b) A certificate of limited partnership may also contain any other matters but may not vary or otherwise affect the provisions specified in subdivision (b) of Section 15901.10 in a manner inconsistent with that section. (c) A limited partnership is formed when the Secretary of State files the certificate of limited partnership. (d) Subject to subdivision (b), if any provision of a partnership agreement is inconsistent with the filed certificate of limited partnership or with a filed certificate of dissociation, cancellation, or amendment or filed certificate of conversion or merger: (1) the partnership agreement prevails as to partners and transferees; and (2) the filed certificate of limited partnership, certificate of dissociation, cancellation, or amendment or filed certificate of conversion or merger prevails as to persons, other than partners and transferees, that reasonably rely on the filed record to their detriment. (e) A limited partnership may record in the office of the county recorder of any county in this state a certified copy of the certificate of limited partnership, or any amendment thereto, which has been filed by the Secretary of State. A foreign limited partnership may record in the office of the county recorder of any county in the state a certified copy of the application for registration to transact business, together with the certificate of registration, referred to in Section 15909.02, or any amendment thereto, which has been filed by the Secretary of State. The recording shall create a conclusive presumption in favor of any bona fide purchaser or encumbrancer for value of the partnership real property located in the county in which the certified copy has been recorded, that the persons named as general partners therein are the general partners of the partnership named and that they are all of the general partners of the partnership. (f) The Secretary of State may cancel the filing of certificates of limited partnership, including certificates effecting a conversion, if a check or other remittance accepted in payment of the filing fee is not paid upon presentation. For partners and transferees, the partnership agreement is paramount. 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 a first written notice of the applicability of this section 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, the Secretary of State shall give a second written notice of cancellation and the cancellation shall thereupon be effective. The second notice shall be given 20 days or more after the first notice. (g) The Secretary of State shall include with instructional materials, provided in conjunction with the form for filing a certificate of limited partnership under subdivision (a), a notice that the filing of the certificate of limited partnership will obligate the limited partnership to pay an annual tax for that taxable year to the Franchise Tax Board pursuant to Section 17935 of the Revenue and Taxation Code. That notice shall be updated annually to specify the dollar amount of the annual tax. (Amended by Stats. 2022, Ch. 617, Sec. 89. (SB 1202) Effective January 1, 2023.)
  195. 15902.02.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership must file amendments to its certificate with the Secretary of State when changing the certificate, and a general partner must promptly fix false filed information.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.02. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for filing an amendment stating: (1) the name and the Secretary of State’s file number of the limited partnership; and (2) the changes the amendment makes to the certificate as most recently amended or restated. (b) A limited partnership shall promptly deliver to the Secretary of State for filing an amendment to a certificate of limited partnership to reflect: (1) the admission of a new general partner; (2) the dissociation of a person as a general partner; or (3) the appointment of a person to wind up the limited partnership’s activities under subdivisions (c) or (d) of Section 15908.03. (c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the Secretary of State for filing an amendment or a certificate of correction pursuant to Section 15902.07. (d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (e) A restated certificate of limited partnership may be delivered to and on a form prescribed by the Secretary of State for filing in the same manner as an amendment. (1) A restated certificate of limited partnership may be filed that embodies all of the provisions that are in effect contained in the different certificates that have been filed with the Secretary of State. (2) A restated certificate of limited partnership may include an amendment of the certificate of limited partnership not previously filed with the Secretary of State. (3) The restated certificate of limited partnership shall supersede the initial certificate of limited partnership and all amendments thereto previously filed with the Secretary of State. (4) Any amendment effected in connection with the restatement of the certificate of limited partnership shall be subject to any other provision of this chapter not inconsistent with this section that would apply if a separate certificate of amendment were filed to effect that amendment. (f) Subject to subdivision (c) of Section 15902.06, an amendment or restated certificate is effective when filed by the Secretary of State. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  196. 15902.03.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A dissolved limited partnership that has finished winding up must file a certificate of cancellation on the Secretary of State’s prescribed form.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.03. A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a certificate of cancellation that states: (1) the name of the limited partnership and the Secretary of State’s file number; (2) the date of filing of its initial certificate of limited partnership; and (3) any other information as determined by the general partners filing the certificate or by a person appointed pursuant to subdivisions (c) or (d) of Section 15908.03. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  197. 15902.04.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Many records filed under this chapter must be signed by the specified partners or other named persons, and a person may sign through an attorney in fact.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.04. (a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (2) An amendment designating as general partner a person admitted under paragraph (2) of subdivision (c) of Section 15908.01 following the dissociation of a limited partnership’s last general partner must be signed by that person. (3) An amendment required by subdivision (c) of Section 15908.03 following the appointment of a person to wind up the dissolved limited partnership’s activities must be signed by that person. (4) Any other amendment must be signed by: (A) at least one general partner listed in the certificate of limited partnership; (B) each other person designated in the amendment as a new general partner; and (C) each person that the amendment indicates has dissociated as a general partner, unless: (i) the person is deceased or a guardian or general conservator has been appointed for the person and the amendment so states; or (ii) the person has previously delivered to the Secretary of State for filing a certificate of dissociation. (5) A restated certificate of limited partnership must be signed by at least one general partner listed in the certificate, and, to the extent the restated certificate effects a change under any other paragraph of this subdivision, the restated certificate must be signed in a manner that satisfies that paragraph. (6) A certificate of cancellation must be signed by all general partners listed in the certificate of limited partnership or, if the certificate of limited partnership of a dissolved limited partnership lists no general partners, by the person appointed pursuant to subdivisions (c) or (d) of Section 15908.03 to wind up the dissolved limited partnership’s activities. (7) Certificates of conversion must be signed as provided in subdivision (b) of Section 15911.06. (8) Certificates of merger must be signed as provided in subdivision (a) of Section 15911.14. (9) A certificate of correction shall be executed in the same manner in which the record being corrected was required to be executed. (10) Any other record delivered on behalf of a limited partnership to the Secretary of State for filing must be signed by at least one general partner listed in the certificate of limited partnership. (11) A certificate of dissociation by a person pursuant to paragraph (4) of subdivision (a) of Section 15906.05 stating that the person has dissociated as a general partner must be signed by that person. (12) A certificate of withdrawal by a person pursuant to Section 15903.06 must be signed by that person. (13) A record delivered on behalf of a foreign limited partnership to the Secretary of State for filing must be signed by at least one general partner of the foreign limited partnership. (14) Any other record delivered on behalf of any person to the Secretary of State for filing must be signed by that person. (b) Any person may sign by an attorney in fact any record to be filed pursuant to this chapter. (c) The Secretary of State shall not be required to verify that the person withdrawing or dissociating was ever actually named in an official filing as a general or limited partner. (Amended by Stats. 2014, Ch. 834, Sec. 24. (SB 1041) Effective January 1, 2015.)
  198. 15902.05.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    If a required filing is not signed or delivered, an aggrieved person may ask the superior court for an order, and an unsigned filed record is still effective.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.05. (a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not do so, any other person that is aggrieved may petition the superior court to order: (1) the person to sign the record; (2) deliver the record to the Secretary of State for filing; or (3) the Secretary of State to file the record unsigned. (b) If the person aggrieved under subdivision (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subdivision (a) may seek the remedies provided in subdivision (a) in the same action in combination or in the alternative. In any action under this subdivision, if the court finds the failure of the person to comply with the requirement to sign a record or deliver a record to the Secretary of State for filing to have been without justification, the court may award an amount sufficient to reimburse the persons aggrieved under subdivision (a) bringing the action for the reasonable expenses incurred by such persons, including attorneys’ fees, in connection with the action or proceeding. (c) A record filed unsigned pursuant to this section is effective without being signed. (d) Any person, other than a general partner, delivering a record to the Secretary of State for filing, shall state the statutory authority for such action after the signature on the appropriate record. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  199. 15902.06.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    Records filed with the Secretary of State must use the required form and medium, and the Secretary of State must file compliant records when fees are paid. Some records may set a delayed effective date, and a rejected record may be resubmitted with a lawyer’s written opinion.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.06. (a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form prescribed by and in a medium permitted by the Secretary of State, and be delivered to the Secretary of State. Unless the Secretary of State determines that a record does not comply with the filing requirements of this chapter, and if all requisite fees have been paid, the Secretary of State shall file the record. (b) Except as otherwise provided in Sections 15901.16, 15902.01, and 15902.07, a record delivered to the Secretary of State for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the Secretary of State is effective: (1) if the record does not specify a delayed effective date, on the date the record is filed as evidenced by the Secretary of State’s endorsement of the date on the record; (2) if the record specifies a delayed effective date on the earlier of: (A) the specified date; or (B) the 90th day after the record is filed; or (c) In case a delayed effective date is specified, the record may be prevented from becoming effective by a certificate stating that by appropriate action it has been revoked and is null and void, executed in the same manner as the original record and delivered to the Secretary of State for filing before the specified effective date. In the case of certificate of merger, a certificate revoking the earlier filing need only be executed on behalf of one of the constituent parties to the merger. If no such revocation certificate is filed, the record becomes effective on the date specified. (d) If the Secretary of State determines that a record delivered to the Secretary of State for filing does not conform to the law and returns it to the person delivering it, the record may be resubmitted accompanied by a written opinion of the member of the State Bar of California delivering the record or representing the person delivering it, to the effect that the specific provisions of the record objected to by the Secretary of State do 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 15901.08, 15901.09, 15909.02, and 15909.05, upon that written opinion in determining whether the record conforms to law. When filed by the Secretary of State upon resubmission, such record is effective retroactively as of the date that the original record was delivered to the Secretary of State for filing. (Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)
  200. 15902.07.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. )

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    A limited partnership or foreign limited partnership may file a certificate of correction with the Secretary of State to fix a previously filed record if it contains false, erroneous, or defectively signed information.

    ## Corporations Code - CORP ## TITLE 2. PARTNERSHIPS [15800 - 16962] ( Title 2 added by Stats. 1949, Ch. 383. ) ## CHAPTER 4.5. Uniform Limited Partnership Act of 2008 [15900 - 15912.07] ( Heading of Chapter 4.5 renumbered from Chapter 5.5 by Stats. 2013, Ch. 76, Sec. 26. ) ## ARTICLE 2. Formation; Certificate of Limited Partnership and Other Filings [15902.01 - 15902.09] ( Article 2 added by Stats. 2006, Ch. 495, Sec. 20. ) ## 15902.07. (a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate of correction containing the name of the limited partnership or foreign limited partnership and the Secretary of State’s file number for the limited partnership or foreign limited partnership to correct a record previously delivered by the limited partnership or foreign limited partnership to the Secretary of State and filed by the Secretary of State, if at the time of filing the record contained false or erroneous information or was defectively signed. (b) A certificate of correction may not state a delayed effective date and must: (1) describe the record to be corrected, including its filing date and file number; (2) specify the incorrect information and the reason it is incorrect or the manner in which the signing was defective; and (3) correct the incorrect information or defective signature. (c) When filed by the Secretary of State, a certificate of correction is effective retroactively as of the effective date of the record the certificate corrects, but the certificate is effective when filed: (1) for the purposes of subdivisions (c) and (d) of Section 15901.03; and (2) as to persons relying on the uncorrected record and adversely affected by the correction. (Amended by Stats. 2014, Ch. 834, Sec. 25. (SB 1041) Effective January 1, 2015.)

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