Corporations Code — Part 6 | CORP — United States — California law | Esheria

Corporations Code

Part 6 of 13 · provisions 1,001–1,200

This provision says the act is called the Corporations Code.

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

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

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Provisions of Corporations Code

Showing 200 of 2,411

  1. 18380.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. )

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    A merger under this article makes the disappearing entity cease to exist and transfers its rights, property, debts, and liabilities to the surviving entity.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. ) ## 18380. (a) A merger pursuant to this article has the following effect: (1) The separate existence of the disappearing entity ceases. (2) The surviving entity succeeds, without other transfer, to the rights and property of the disappearing entity. (3) The surviving entity is subject to all the debts and liabilities of the disappearing entity. A trust or other obligation governing property of the disappearing entity applies as if it were incurred by the surviving entity. (b) All rights of creditors and all liens on or arising from the property of each of the constituent entities are preserved unimpaired, provided that a lien on property of a disappearing entity is limited to the property subject to the lien immediately before the merger is effective. (c) An action or proceeding pending by or against a disappearing entity or other party to the merger may be prosecuted to judgment, which shall bind the surviving entity, or the surviving entity may be proceeded against or substituted in its place. (d) A merger does not affect an existing liability of a member, director, officer, or agent of a constituent unincorporated association for an obligation of the unincorporated association. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
  2. 18390.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. )

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    A surviving entity may record a merger agreement in the county to evidence its ownership of real property in California.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. ) ## 18390. If, as a consequence of merger, a surviving entity succeeds to ownership of real property located in this state, the surviving entity’s record ownership of that property may be evidenced by recording in the county in which the property is located a copy of the agreement of merger that is signed by the president and secretary or other comparable officers of the constituent entities and is verified and acknowledged as provided in Sections 149 and 193. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
  3. 184.

    ## 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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    “Shares” means the units into which a corporation’s proprietary interests are divided 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. ) ## 184. “Shares” means the units into which the proprietary interests in a corporation are divided in the articles. (Added by Stats. 1975, Ch. 682.)
  4. 18400.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. )

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    A gift or similar transfer to a disappearing entity passes to the surviving entity after a merger, and related trust obligations follow the property.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 5. Merger [18350 - 18400] ( Article 5 added by Stats. 2005, Ch. 116, Sec. 5. ) ## 18400. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing entity and that takes effect or remains payable after the merger inures to the benefit of the surviving entity. A trust obligation that would govern property if transferred to the disappearing entity applies to property that is instead transferred to the surviving entity under this section. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
  5. 18410.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 6. Dissolution [18410 - 18420] ( Article 6 added by Stats. 2005, Ch. 116, Sec. 5. )

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    An unincorporated association may be dissolved in the ways listed here.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 6. Dissolution [18410 - 18420] ( Article 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## 18410. An unincorporated association may be dissolved by any of the following methods: (a) If the association’s governing documents provide a method for dissolution, by that method. (b) If the association’s governing documents do not provide a method for dissolution, by the affirmative vote of a majority of the voting power of the association. (c) If the association’s operations have been discontinued for at least three years, by the board or, if the association has no incumbent board, by the members of its last preceding incumbent board. (d) If the association’s operations have been discontinued, by court order. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
  6. 18420.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 6. Dissolution [18410 - 18420] ( Article 6 added by Stats. 2005, Ch. 116, Sec. 5. )

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    After dissolution starts, the board must promptly wind up the association’s affairs; if there is no board, the members must do so.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 1. GENERAL PROVISIONS [18000 - 18420] ( Part 1 added by Stats. 2004, Ch. 178, Sec. 10. ) ## CHAPTER 6. Governance [18300 - 18420] ( Chapter 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## ARTICLE 6. Dissolution [18410 - 18420] ( Article 6 added by Stats. 2005, Ch. 116, Sec. 5. ) ## 18420. Promptly after commencement of dissolution of an unincorporated association, the board or, if none, the members shall promptly wind up the affairs of the association, pay or provide for its known debts or liabilities, collect any amounts due to it, take any other action as is necessary or appropriate for winding up, settling, and liquidating its affairs, and dispose of its assets as provided in Section 18130. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)
  7. 185.

    ## 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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    “Shareholder” means a holder of record of shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 185. “Shareholder” means one who is a holder of record of shares. (Added by Stats. 1975, Ch. 682.)
  8. 186.

    ## 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 “shareholders’ agreement” as a written agreement among all shareholders of a close corporation, or, if there is only one shareholder, between that shareholder and the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 186. “Shareholders’ agreement” means a written agreement among all of the shareholders of a close corporation, or if a close corporation has only one shareholder between such shareholder and the corporation, as authorized by subdivision (b) of Section 300. (Amended by Stats. 1976, Ch. 641.)
  9. 18605.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    A member, director, officer, or agent of a nonprofit association is not personally liable for the association’s debts or other liabilities just because of that role.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18605. A member, director, or agent of a nonprofit association is not liable for a debt, obligation, or liability of the association solely by reason of being a member, director, officer, or agent. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
  10. 18610.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    A member of a nonprofit association is generally not liable for the association’s contractual obligations unless a listed exception applies.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18610. A member of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The member expressly assumes personal responsibility for the obligation in a signed writing that specifically identifies the obligation assumed. (b) The member expressly authorizes or ratifies the specific contract, as evidenced by a writing. This subdivision does not apply if the member authorizes or ratifies a contract solely in the member’s capacity as a director, officer, or agent of the association. (c) With notice of the contract, the member receives a benefit under the contract. Liability under this subdivision is limited to the value of the benefit received. (d) The member executes the contract without disclosing that the member is acting on behalf of the association. (e) The member executes the contract without authority to execute the contract. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
  11. 18615.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    A director, officer, or agent of a nonprofit association is not liable for the association’s contractual obligations unless one of three listed conditions applies.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18615. A director, officer, or agent of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The director, officer, or agent expressly assumes responsibility for the obligation in a signed writing that specifically identifies the obligation assumed. (b) The director, officer, or agent executes the contract without disclosing that the director, officer, or agent is acting on behalf of the association. (c) The director, officer, or agent executes the contract without authority to execute the contract. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
  12. 18620.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    A member, director, officer, or agent of a nonprofit association can be liable for injury, damage, or harm caused by the association or by its director, officer, or agent if certain conditions are met.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18620. (a) A member, director, officer, or agent of a nonprofit association shall be liable for injury, damage, or harm caused by an act or omission of the association or an act or omission of a director, officer, or agent of the association, if any of the following conditions is satisfied: (1) The member, director, officer, or agent expressly assumes liability for injury, damage, or harm caused by particular conduct and that conduct causes the injury, damage, or harm. (2) The member, director, officer, or agent engages in tortious conduct that causes the injury, damage, or harm. (3) The member, director, officer, or agent is otherwise liable under any other statute. (b) This section provides a nonexclusive list of existing grounds for liability, and does not foreclose any common law grounds for liability. (Added by Stats. 2005, Ch. 116, Sec. 6. Effective January 1, 2006.)
  13. 18630.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    A member or person in control of a nonprofit association may be liable for the association’s debts, obligations, or liabilities under common law alter ego principles.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18630. Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt, obligation, or liability of the association under common law principles governing alter ego liability of shareholders of a corporation, taking into account the differences between a nonprofit association and a corporation. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)
  14. 18640.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. )

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    This section says the chapter does not limit the Uniform Voidable Transactions Act.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 1. Liability [18605 - 18640] ( Chapter 1 added by Stats. 2004, Ch. 178, Sec. 11. ) ## 18640. Nothing in this chapter limits application of the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code). (Amended by Stats. 2015, Ch. 44, Sec. 25. (SB 161) Effective January 1, 2016.)
  15. 187.

    ## 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 “short-form merger” as a merger carried out under Section 1110.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 187. “Short-form merger” means a merger pursuant to Section 1110. (Added by Stats. 1975, Ch. 682.)
  16. 188.

    ## 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 “stock split” as dividing all outstanding shares of a class into more shares of the same class, other than through a share dividend, by amending the articles to state the effect on outstanding shares.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 188. “Stock split” means the pro rata division, otherwise than by a share dividend, of all the outstanding shares of a class into a greater number of shares of the same class by an amendment to the articles stating the effect on outstanding shares. (Added by Stats. 1975, Ch. 682.)
  17. 189.

    ## 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 “subsidiary” for corporations, using a more-than-50% voting power test, with a special more-than-25% test for Section 703.

    ## 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. ) ## 189. (a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation shares of which possessing more than 50 percent of the voting power are owned directly or indirectly through one or more subsidiaries by the specified corporation. (b) For the purpose of Section 703, “subsidiary” of a specified corporation means a corporation shares of which possessing more than 25 percent of the voting power are owned directly or indirectly through one or more subsidiaries as defined in subdivision (a) by the specified corporation. (Amended by Stats. 1976, Ch. 641.)
  18. 19.

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

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    If part of the code is invalid, the rest still applies.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 19. If any provision of this code, or the application thereof to any person or circumstance, is held invalid, the remainder of the code, or the application of such provision to other persons or circumstances, shall not be affected thereby. (Enacted by Stats. 1947, Ch. 1038.)
  19. 190.

    ## 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 “surviving corporation” as a corporation into which one or more other corporations or business entities are merged.

    ## 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. ) ## 190. “Surviving corporation” means a corporation into which one or more other corporations or one or more other business entities are merged. (Amended by Stats. 1994, Ch. 1200, Sec. 18. Effective September 30, 1994.)
  20. 190.5.

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

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    This section defines “surviving limited partnership” as a limited partnership created when one or more limited partnerships or corporations are merged into 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 1. General Provisions and Definitions [100 - 195] ( Chapter 1 added by Stats. 1975, Ch. 682. ) ## 190.5. “Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or one or more corporations are merged. (Added by Stats. 1993, Ch. 543, Sec. 8. Effective January 1, 1994.)
  21. 190.7.

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

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    This section defines “surviving other business entity” as an other business entity that results from a merger involving one or more other business entities or corporations.

    ## 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. ) ## 190.7. “Surviving other business entity” means an other business entity into which one or more other business entities or one or more corporations are merged. (Added by Stats. 1994, Ch. 1200, Sec. 19. Effective September 30, 1994.)
  22. 1900.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    A corporation may voluntarily wind up and dissolve if shareholders with at least 50% of voting power vote for it, or if certain listed corporations approve it by board 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1900. (a) Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the voting power. (b) Any corporation which comes within one of the following descriptions may elect by approval by the board to wind up and dissolve: (1) A corporation as to which an order for relief has been entered under Chapter 7 of the federal bankruptcy law. (2) A corporation which has disposed of all of its assets and has not conducted any business for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (3) A corporation which has issued no shares. (Amended by Stats. 1980, Ch. 501.)
  23. 1900.5.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain non-share corporations may file a certificate of dissolution signed by authorized directors or incorporators, and filing it causes the corporation to be dissolved.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1900.5. (a) Notwithstanding any other provision of this division, when a corporation has not issued shares, a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators may sign and verify a certificate of dissolution stating the following: (1) That the certificate of dissolution is being filed within 12 months from the date the articles of incorporation were filed. (2) That the corporation does not have any debts or other liabilities, except as provided in paragraph (3). (3) That the tax liability will be satisfied on a taxes paid basis or that a person or corporation or other business entity assumes the tax liability, if any, of the dissolving corporation and is responsible for additional corporate taxes, if any, that are assessed and that become due after the date of the assumption of the tax liability. (4) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (5) That the corporation has not conducted any business from the time of the filing of the articles of incorporation. (6) That the known assets of the corporation remaining after payment of, or adequately providing for, known debts and liabilities have been distributed to the persons entitled thereto or that the corporation acquired no known assets, as the case may be. (7) That a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators authorized the dissolution and elected to dissolve the corporation. (8) That the corporation has not issued any shares, and if the corporation has received payments for shares from investors, those payments have been returned to those investors. (9) That the corporation is dissolved. (b) A certificate of dissolution signed and verified pursuant to subdivision (a) shall be filed with the Secretary of State. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (c) Upon filing a certificate of dissolution pursuant to subdivision (b), a corporation shall be dissolved and its powers, rights, and privileges shall cease. (Amended by Stats. 2006, Ch. 773, Sec. 9. Effective September 29, 2006.)
  24. 1901.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A corporation that has elected to wind up and dissolve must promptly file a certificate of that election, unless the section’s exception applies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1901. (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing such election shall forthwith be filed. (b) The certificate shall be an officers’ certificate or shall be signed and verified by at least a majority of the directors then in office or by one or more shareholders authorized to do so by shareholders holding shares representing 50 percent or more of the voting power and shall set forth: (1) That the corporation has elected to wind up and dissolve. (2) If the election was made by the vote of shareholders, the number of shares voting for the election and that the election was made by shareholders representing at least 50 percent of the voting power. (3) If the certificate is executed by a shareholder or shareholders, that the subscribing shareholder or shareholders were authorized to execute the certificate by shareholders holding shares representing at least 50 percent of the voting power. (4) If the election was made by the board pursuant to subdivision (b) of Section 1900, the certificate shall also set forth the circumstances showing the corporation to be within one of the categories described in said subdivision. (c) If an election to dissolve made pursuant to subdivision (a) of Section 1900 is made by the vote of all the outstanding shares and a statement to that effect is added to the certificate of dissolution pursuant to Section 1905, the separate filing of the certificate of election pursuant to this section is not required. (Amended by Stats. 1991, Ch. 280, Sec. 1.)
  25. 1902.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    Shareholders with a majority of voting power, or the board in some cases, may revoke a voluntary decision to wind up and dissolve before any assets are distributed.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1902. (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares representing a majority of the voting power, or by approval by the board if the election was by the board pursuant to subdivision (b) of Section 1900. Thereupon a certificate evidencing the revocation shall be signed, verified and filed in the manner prescribed by Section 1901. (b) The certificate shall set forth: (1) That the corporation has revoked its election to wind up and dissolve. (2) That no assets have been distributed pursuant to the election. (3) If the revocation was made by the vote of shareholders, the number of shares voting for the revocation and the total number of outstanding shares the holders of which were entitled to vote on the revocation. (4) If the election and revocation was by the board, that shall be stated. (Amended by Stats. 1976, Ch. 641.)
  26. 1903.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    Voluntary winding up begins when shareholders or directors adopt a dissolution resolution, or when shareholders file written consent with the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1903. (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of shareholders thereto. (b) When a voluntary proceeding for winding up has commenced, the board shall continue to act as a board and shall have full powers to wind up and settle its affairs, both before and after the filing of the certificate of dissolution. (c) When a voluntary proceeding for winding up has commenced, the corporation shall cease to carry on business except to the extent necessary for the beneficial winding up thereof and except during such period as the board may deem necessary to preserve the corporation’s goodwill or going-concern value pending a sale of its business or assets, or both, in whole or in part. The board shall cause written notice of the commencement of the proceeding for voluntary winding up to be given by mail to all shareholders (except no notice need be given to the shareholders who voted in favor of winding up and dissolving the corporation) and to all known creditors and claimants whose addresses appear on the records of the corporation. (Repealed and added by Stats. 1975, Ch. 682.)
  27. 1904.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    In a voluntary winding up, the superior court may take jurisdiction on petition by specified corporation stakeholders and may issue orders to protect interested parties.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1904. If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) a shareholder or shareholders who hold shares representing 5 percent or more of the total number of any class of outstanding shares, or (c) any shareholder or shareholders of a close corporation, or (d) three or more creditors, and upon such notice to the corporation and to other persons interested in the corporation as shareholders and creditors as the court may order, may take jurisdiction over such voluntary winding up proceeding if that appears necessary for the protection of any parties in interest. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and for the protection of its shareholders and creditors as justice and equity may require. The provisions of Chapter 18 (commencing with Section 1800) (except Sections 1800 and 1801) shall apply to such court proceedings. (Amended by Stats. 1976, Ch. 641.)
  28. 1905.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    After a corporation is completely wound up without court proceedings, a majority of the directors must sign and verify a certificate of dissolution with the required statements, file it with the Secretary of State, and the corporation’s powers, rights, and privileges then cease.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1905. (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating: (1) That the corporation has been completely wound up. (2) That its known debts and liabilities have been actually paid, or adequately provided for, or paid or adequately provided for as far as its assets permitted, or that it has incurred no known debts or liabilities, as the case may be. If there are known debts or liabilities for payment of which adequate provision has been made, the certificate shall state what provision has been made, setting forth the name and address of the corporation, person or governmental agency that has assumed or guaranteed the payment, or the name and address of the depositary with which deposit has been made or any other information that may be necessary to enable the creditor or other person to whom payment is to be made to appear and claim payment of the debt or liability. (3) That its known assets have been distributed to the persons entitled thereto or that it acquired no known assets, as the case may be. (4) That the corporation is dissolved. (5) If no certificate of election is to be filed pursuant to subdivision (c) of Section 1901, that the election to dissolve was made by the vote of all the outstanding shares. (6) That a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (b) The certificate of dissolution shall be filed with the Secretary of State and thereupon the corporate powers, rights, and privileges of the corporation shall cease. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2006, Ch. 773, Sec. 10. Effective September 29, 2006.)
  29. 1905.1.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    A corporation meeting the listed filing and timing conditions is dissolved as of the date it filed its certificate of dissolution, and its corporate existence ends.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1905.1. If a corporation has filed a certificate of dissolution with the Secretary of State on or after January 1, 1992, and before the effective date of the act adding this section, pursuant to Section 1905, prior to its amendment by the act adding this section, and the Franchise Tax Board has not, as of that effective date, made the determination required by subdivision (c) of Section 1905, prior to its amendment by the act adding this section, then the corporation shall be dissolved as of the date of filing the certificate of dissolution and thereupon its corporate existence shall cease. (Added by Stats. 2006, Ch. 773, Sec. 11. Effective September 29, 2006.)
  30. 1906.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If a corporation’s term expires without renewal or extension, the board must wind up the business, and then a majority of directors must file a certificate under Section 1905.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1906. Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board shall terminate its business and wind up its affairs; and when the business and affairs of the corporation have been wound up a majority of the directors shall execute and file a certificate conforming to the requirements of Section 1905. (Repealed and added by Stats. 1975, Ch. 682.)
  31. 1907.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. )

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    The board may ask the superior court to declare the corporation wound up and dissolved instead of filing a dissolution certificate.

    ## 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 19. Voluntary Dissolution [1900 - 1907] ( Chapter 19 added by Stats. 1975, Ch. 682. ) ## 1907. (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation duly wound up and dissolved. Such petition shall be filed in the name of the corporation. (b) Upon the filing of the petition, the court shall make an order requiring all persons interested to show cause why an order should not be made declaring the corporation duly wound up and dissolved and shall direct that the order be served by notice to all creditors, claimants and shareholders in the same manner as the notice given under subdivision (b) of Section 1807. (c) Any person claiming to be interested as shareholder, creditor or otherwise may appear in the proceeding at any time before the expiration of 30 days from the completion of publication of the order to show cause and contest the petition, and upon failure to appear such person’s claim shall be barred. (d) Thereafter an order shall be entered and filed and have the effect as prescribed in Sections 1808 and 1809. (Repealed and added by Stats. 1975, Ch. 682.)
  32. 191.

    ## 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 “transact intrastate business” and lists situations where a foreign corporation or foreign lending institution is not treated as doing intrastate business just because of certain listed activities.

    ## 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. ) ## 191. (a) For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce. (b) A foreign corporation shall not be considered to be transacting intrastate business merely because its subsidiary transacts intrastate business or merely because of its status as any one or more of the following: (1) A shareholder of a domestic corporation. (2) A shareholder of a foreign corporation transacting intrastate business. (3) A limited partner of a domestic limited partnership. (4) A limited partner of a foreign limited partnership transacting intrastate business. (5) A member or manager of a domestic limited liability company. (6) A member or manager of a foreign limited liability company transacting intrastate business. (c) Without excluding other activities that may not constitute transacting intrastate business, a foreign corporation shall not be considered to be transacting intrastate business within the meaning of subdivision (a) solely by reason of carrying on in this state any one or more of the following activities: (1) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes. (2) Holding meetings of its board or shareholders or carrying on other activities concerning its internal affairs. (3) Maintaining bank accounts. (4) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositaries with relation to its securities. (5) Effecting sales through independent contractors. (6) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where those orders require acceptance outside this state before becoming binding contracts. (7) Creating evidences of debt or mortgages, liens or security interests on real or personal property. (8) 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. (d) Without excluding other activities that may not constitute transacting intrastate business, any foreign lending institution, including, but not limited to: any foreign banking corporation, any foreign corporation all of the capital stock of which is owned by one or more foreign banking corporations, any foreign savings and loan association, any foreign insurance company or any foreign corporation or association authorized by its charter to invest in loans secured by real and personal property, whether organized under the laws of the United States or of any other state, district or territory of the United States, shall not be considered to be doing, transacting, or engaging in business in this state solely by reason of engaging in any or all of the following activities either on its own behalf or as a trustee of a pension plan, employee profit sharing or retirement plan, testamentary or inter vivos trust, or in any other fiduciary capacity: (1) The acquisition by purchase, by contract to purchase, by making of advance commitments to purchase or by assignment of loans, secured or unsecured, or any interest therein, if those activities are carried on from outside this state by the lending institution. (2) The making by an officer or employee of physical inspections and appraisals of real or personal property securing or proposed to secure any loan, if the officer or employee making any physical inspection or appraisal is not a resident of and does not maintain a place of business for that purpose in this state. (3) The ownership of any loans and the enforcement of any loans by trustee’s sale, judicial process, or deed in lieu of foreclosure or otherwise. (4) The modification, renewal, extension, transfer, or sale of loans or the acceptance of additional or substitute security therefor or the full or partial release of the security therefor or the acceptance of substitute or additional obligors thereon, if the activities are carried on from outside this state by the lending institution. (5) The engaging by contractual arrangement of a corporation, firm, or association, qualified to do business in this state, that is not a subsidiary or parent of the lending institution and that is not under common management with the lending institution, to make collections and to service loans in any manner whatsoever, including the payment of ground rents, taxes, assessments, insurance, and the like and the making, on behalf of the lending institution, of physical inspections and appraisals of real or personal property securing any loans or proposed to secure any loans, and the performance of any such engagement. (6) The acquisition of title to the real or personal property covered by any mortgage, deed of trust, or other security instrument by trustee’s sale, judicial sale, foreclosure or deed in lieu of foreclosure, or for the purpose of transferring title to any federal agency or instrumentality as the insurer or guarantor of any loan, and the retention of title to any real or personal property so acquired pending the orderly sale or other disposition thereof. (7) The engaging in activities necessary or appropriate to carry out any of the foregoing activities. Nothing contained in this subdivision shall be construed to permit any foreign banking corporation to maintain an office in this state otherwise than as provided by the laws of this state or to limit the powers conferred upon any foreign banking corporation as set forth in the laws of this state or to permit any foreign lending institution to maintain an office in this state except as otherwise permitted under the laws of this state. (Amended by Stats. 2019, Ch. 143, Sec. 21. (SB 251) Effective January 1, 2020.)
  33. 191.1.

    ## 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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    “Uncertificated security” means 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. ) ## 191.1. “Uncertificated security” means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102 of the Commercial Code. (Amended by Stats. 1996, Ch. 497, Sec. 29. Effective January 1, 1997.)
  34. 192.

    ## 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 “vacancy” for a board as an authorized director position that is not filled by a duly elected director.

    ## 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. ) ## 192. “Vacancy” when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors (by the board or the shareholders) or otherwise. (Amended by Stats. 1976, Ch. 641.)
  35. 193.

    ## 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 when a document is “verified.”

    ## 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. ) ## 193. “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the same in either: (a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the place where it is executed to administer oaths, or (b) A declaration in writing executed by them “under penalty of perjury” and stating the date and place (whether within or without this state) of execution. Any affidavit sworn to without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated. (Added by Stats. 1975, Ch. 682.)
  36. 194.

    ## 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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    “Vote” includes authorization by written consent, subject to specified sections.

    ## 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. ) ## 194. “Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603. (Repealed and added by Stats. 1993, Ch. 128, Sec. 3. Effective January 1, 1994.)
  37. 194.5.

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

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    This section defines “voting power” as the power to vote for directors, and excludes voting rights tied to an event that has not yet happened.

    ## 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. ) ## 194.5. “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some condition or event which has not yet occurred. In any case where different classes of shares are entitled to vote as separate classes for different members of the board, the determination of percentage of voting power shall be made on the basis of the percentage of the total number of authorized directors which the shares in question (whether of one or more classes) have the power to elect in an election at which all shares then entitled to vote for the election of any directors are voted. (Added by Stats. 1976, Ch. 641.)
  38. 194.7.

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

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    “Voting shift” means a change in the relative voting rights of share classes or series to elect 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. ) ## 194.7. “Voting shift” means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one or more classes or series of shares, voting as one or more separate classes or series, to elect one or more directors. (Added by Stats. 1988, Ch. 495, Sec. 1.)
  39. 195.

    ## 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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    “Written” or “in writing” includes certain electronic communications when authorized by this 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. ) ## 195. “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies the requirements of Section 20. (Amended by Stats. 2004, Ch. 254, Sec. 5. Effective January 1, 2005.)
  40. 2.

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

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    This provision says the code’s substantially similar provisions are to be read as restatements and continuations of existing law, not as new laws.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 2. The provisions of this code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments. (Enacted by Stats. 1947, Ch. 1038.)
  41. 20.

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

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    This section defines when a corporation’s electronic transmission counts as authorized and adds extra written-statement requirements for certain individual shareholders or members.

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 20. “Electronic transmission by the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission under this code by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that person’s capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (a) any right of the recipient to have the record provided or made available on paper or in nonelectronic form, (b) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the corporation, and (c) the procedures the recipient must use to withdraw consent. (Amended by Stats. 2009, Ch. 96, Sec. 1. (AB 285) Effective January 1, 2010.)
  42. 200.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Certain persons and entities may form a corporation by filing articles of incorporation, and the articles must be signed and acknowledged depending on whether initial directors are named.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 200. (a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles of incorporation. (b) If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in the articles, the articles shall be signed by one or more persons described in subdivision (a) who thereupon are the incorporators of the corporation. (c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles. (Amended by Stats. 1983, Ch. 1223, Sec. 1.)
  43. 200.5.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    A qualifying trust business association may incorporate if its trustees and required shareholders approve and the articles are filed.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 200.5. (a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division upon approval by its board of trustees or similar governing body and approval by the affirmative vote of a majority of the outstanding voting shares of beneficial interest (or such greater proportion of the outstanding shares of beneficial interest or the vote of such other classes of shares of beneficial interest as may be specifically required by its declaration of trust or bylaws) and the filing of articles of incorporation with certificate attached pursuant to this chapter. (b) In addition to the matters required to be set forth in the articles pursuant to Section 202, the articles in the case of an incorporation authorized by subdivision (a) shall set forth that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles. (c) The articles filed pursuant to this section shall be signed by the president, or any vice president, and the secretary, or any assistant secretary, of the existing association and shall be accompanied by a certificate signed and verified by such officers signing the articles and stating that the incorporation of the association has been approved by the trustees and by the required vote of holders of shares of beneficial interest in accordance with subdivision (a). (d) Upon the filing of articles of incorporation pursuant to this section, the corporation shall succeed automatically to all of the rights and property of the association being incorporated and shall be subject to all of its debts and liabilities in the same manner as if the corporation had itself incurred them. The incumbent trustees of the association shall constitute the initial directors of the corporation and shall continue in office until the next annual meeting of the shareholders, unless they die, resign or are removed prior thereto. All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the association may be prosecuted to judgment, which shall bind the corporation, or the corporation may be proceeded against or substituted in its place. (e) The filing for record in the office of the county recorder of any county in this state in which any of the real property of the association is located of a copy of the articles of incorporation filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the corporation of all interests of the association in and to the real property located in that county. (Added by Stats. 1978, Ch. 370.)
  44. 2000.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    In certain dissolution cases, the corporation or qualifying shareholders may stop dissolution by buying the shares of the moving parties at fair value, and the court must appoint appraisers if the value is disputed.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2000. (a) Subject to any contrary provision in the articles, which may include a reference to a separate written agreement between two or more shareholders pertaining to the purchase of shares: In any suit for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the vote of shareholders representing only 50 percent of the voting power, the corporation or, if it does not elect to purchase, the holders of 50 percent or more of the voting power of the corporation (the “purchasing parties”) may avoid the dissolution of the corporation and the appointment of any receiver by purchasing for cash the shares owned by the plaintiffs or by the shareholders so initiating the proceeding (the “moving parties”) at their fair value. The fair value shall be determined on the basis of the liquidation value as of the valuation date but taking into account the possibility, if any, of sale of the entire business as a going concern in a liquidation. In fixing the value, the amount of any damages resulting if the initiation of the dissolution is a breach by any moving party or parties of an agreement with the purchasing party or parties may be deducted from the amount payable to the moving party or parties, unless the ground for dissolution is that specified in paragraph (4) of subdivision (b) of Section 1800. The election of the corporation to purchase may be made by the approval of the outstanding shares (Section 152) excluding shares held by the moving parties. (b) If the purchasing parties (1) elect to purchase the shares owned by the moving parties, and (2) are unable to agree with the moving parties upon the fair value of those shares, and (3) give bond with sufficient security to pay the estimated reasonable expenses (including attorneys’ fees) of the moving parties if those expenses are recoverable under subdivision (c), the court upon application of the purchasing parties, either in the pending action or in a proceeding initiated in the superior court of the proper county by the purchasing parties in the case of a voluntary election to wind up and dissolve, shall stay the winding up and dissolution proceeding and shall proceed to ascertain and fix the fair value of the shares owned by the moving parties. (c) The court shall appoint three disinterested appraisers to appraise the fair value of the shares owned by the moving parties, and shall make an order referring the matter to the appraisers so appointed for the purpose of ascertaining the value. The order shall prescribe the time and manner of producing evidence, if evidence is required. The award of the appraisers or of a majority of them, when confirmed by the court, shall be final and conclusive upon all parties. The court shall enter a decree, which shall provide in the alternative for winding up and dissolution of the corporation unless payment is made for the shares within the time specified by the decree. If the purchasing parties do not make payment for the shares within the time specified, judgment shall be entered against them and the surety or sureties on the bond for the amount of the expenses (including attorneys’ fees) of the moving parties. Any shareholder aggrieved by the action of the court may appeal the court’s decision. (d) If the purchasing parties desire to prevent the winding up and dissolution, they shall pay to the moving parties the value of their shares ascertained and decreed within the time specified pursuant to this section, or, in case of an appeal, as fixed on appeal. On receiving payment or the tender thereof, the moving parties shall transfer their shares to the purchasing parties. (e) For the purposes of this section, “shareholder” includes a beneficial owner of shares who has entered into an agreement under Section 300 or 706. (f) For the purposes of this section, the valuation date shall be (1) in the case of a suit for involuntary dissolution under Section 1800, the date upon which that action was commenced, or (2) in the case of a proceeding for voluntary dissolution initiated by the vote of shareholders representing only 50 percent of the voting power, the date upon which that proceeding was initiated. However, in either case the court may, upon the hearing of a motion by any party, and for good cause shown, designate some other date as the valuation date. (Amended by Stats. 2017, Ch. 721, Sec. 1. (AB 1535) Effective January 1, 2018.)
  45. 2001.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    After a dissolution proceeding starts, directors, court-appointed persons under Section 1805, and officers may act for the corporation to wind up its affairs.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2001. The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (a) To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (b) To continue the conduct of the business insofar as necessary for the disposal or winding up thereof. (c) To carry out contracts and collect, pay, compromise and settle debts and claims for or against the corporation. (d) To defend suits brought against the corporation. (e) To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (f) To collect any amounts remaining unpaid on subscriptions to shares or to recover unlawful distributions. (g) To sell at public or private sale, exchange, convey or otherwise dispose of all or any part of the assets of the corporation for cash in an amount deemed reasonable by the board without compliance with the provisions of Section 1001 (except subdivision (d) thereof), or (subject to compliance with the provisions of Sections 1001, 1200 and 1201, but Chapter 13 (commencing with Section 1300) shall not be applicable thereto) upon such other terms and conditions and for such other considerations as the board deems reasonable or expedient; and to execute bills of sale and deeds of conveyance in the name of the corporation. (h) In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (Amended by Stats. 1976, Ch. 641.)
  46. 2002.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    During a winding up proceeding, a board vacancy may be filled in the manner provided in Section 305.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2002. A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305. (Added by Stats. 1975, Ch. 682.)
  47. 2003.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    An interested person may ask the superior court to decide who the directors are, or appoint directors to wind up the corporation if there are no 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2003. When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their whereabouts cannot be ascertained, any interested person may petition the superior court of the proper county to determine the identity of the directors or, if there are no directors, to appoint directors to wind up the affairs of the corporation, after hearing upon such notice to such persons as the court may direct. (Added by Stats. 1975, Ch. 682.)
  48. 2004.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    After winding up debts are paid or covered, the board must distribute the remaining corporate assets to shareholders or, if there are no shareholders, to entitled persons.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2004. After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and preferences or, if there are no shareholders, to the persons entitled thereto. If the winding up is by court proceeding or subject to court supervision, the distribution shall not be made until after the expiration of any period for the presentation of claims which has been prescribed by order of the court. (Amended by Stats. 1976, Ch. 641.)
  49. 2005.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    A debt or liability is adequately provided for if it is assumed or guaranteed in good faith by financially responsible parties or the government, or if the amount is deposited under Section 2008.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2005. The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (a) Payment thereof has been assumed or guaranteed in good faith by one or more financially responsible corporations or other persons or by the United States government or any agency thereof, and the provision (including the financial responsibility of such corporations or other persons) was determined in good faith and with reasonable care by the board to be adequate at the time of any distribution of the assets by the board pursuant to this chapter. (b) The amount of the debt or liability has been deposited as provided in Section 2008. This section does not prescribe the exclusive means of making adequate provision for debts and liabilities. (Added by Stats. 1975, Ch. 682.)
  50. 2006.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    Distribution on dissolution may be made in money, property, or securities, in installments or all at once, if it is fair, ratable, and consistent with the articles and shareholders’ rights.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2006. Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if this can be done fairly and ratably and in conformity with the provisions of the articles and the rights of the shareholders, and shall be made as soon as reasonably consistent with the beneficial liquidation of the corporate assets. (Added by Stats. 1975, Ch. 682.)
  51. 2007.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    In a winding-up, the board may adopt a non-cash distribution plan with required approvals, must notify holders of liquidation preference by mail within 20 days, and dissenting preferred shareholders may claim cash payment if they demand it in writing within 30 days.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2007. (a) If the corporation in process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidation rights of the preferred shares as specified in the articles may nevertheless be adopted if approved by (1) the board and (2) by approval of the outstanding shares (Section 152) of each class. The plan may provide that such distribution is in complete or partial satisfaction of the rights of any of such shareholders upon distribution and liquidation of the assets. (b) A plan of distribution so approved shall be binding upon all the shareholders except as provided in subdivision (c). The board shall cause notice of the adoption of the plan to be given by mail within 20 days after its adoption to all holders of shares having a liquidation preference. (c) Shareholders having a liquidation preference who dissent from the plan of distribution are entitled to be paid the amount of their liquidation preference in cash if they file written demand for payment with the corporation within 30 days after the date of mailing of the notice of the adoption of the plan of distribution, unless the plan of distribution is abandoned. The demand shall state the number and class of the shares held of record by the shareholder in respect of which the shareholder claims payment. (d) If any such demand for cash payment is filed, the board in its discretion may abandon the plan without further approval by the outstanding shares (Section 152), and all shareholders shall then be entitled to distribution according to their rights and liquidation preferences in the process of winding up. (e) This section shall not apply to a distribution in accordance with a reorganization the principal terms of which have been approved pursuant to subdivision (b) of Section 1202. (Amended by Stats. 1988, Ch. 919, Sec. 10.)
  52. 2008.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A corporation may deposit certain unclaimed, disputed, or unascertainable payments or property with the Controller in trust, and the depositary must pay them to lawful owners on satisfactory proof of title.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2008. (a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend, or distribution in cash or property or their whereabouts cannot be ascertained after diligent inquiry, or the existence or amount of a claim of a creditor or shareholder is contingent, contested, or not determined, or if the ownership of any shares of stock is in dispute, the corporation may deposit any such payment, dividend, distribution, or the maximum amount of the claim with the Controller in trust for the benefit of those lawfully entitled to the payment, dividend, distribution, or the amount of the claim. The payment, dividend, or distribution shall be paid over by the depositary to the lawful owners, their representatives or assigns, upon satisfactory proof of title. (b) For the purpose of providing for the transmittal, receipt, accounting for, claiming, management, and investment of all money or other property deposited with the Controller under subdivision (a), the money or other property shall be deemed to be paid or delivered for deposit with the Controller under Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the Code of Civil Procedure, and may be recovered in the manner prescribed in that chapter. (Amended by Stats. 1996, Ch. 860, Sec. 1. Effective January 1, 1997.)
  53. 2009.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    During winding up, improperly distributed assets may be recovered, creditors may sue in the corporation’s name, and liable shareholders have contribution rights.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2009. (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment or adequate provision for payment of any of the debts and liabilities of the corporation, any amount so improperly distributed to any shareholder may be recovered by the corporation. Any of such shareholders may be joined as defendants in the same action or brought in on the motion of any other defendant. (b) Suit may be brought in the name of the corporation to enforce the liability under subdivision (a) against any or all shareholders receiving the distribution by any one or more creditors of the corporation, whether or not they have reduced their claims to judgment. (c) Shareholders who satisfy any liability under this section shall have the right of ratable contribution from other distributees similarly liable. Any shareholder who has been compelled to return to the corporation more than the shareholder’s ratable share of the amount needed to pay the debts and liabilities of the corporation may require that the corporation recover from any or all of the other distributees such proportion of the amounts received by them upon the improper distribution as to give contribution to those held liable under this section and make the distribution of the assets fair and ratable, according to the respective rights and preferences of the shares, after payment or adequate provision for payment of all the debts and liabilities of the corporation. (d) As used in this section, “process of winding up” includes proceedings under Chapters 18 and 19 and also any other distribution of assets to shareholders made in contemplation of termination or abandonment of the corporate business. (Added by Stats. 1975, Ch. 682.)
  54. 201.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    California corporations must not use misleading or restricted bank/trust-related names, and reserved names are held for 60 days after a certificate is issued.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 201. (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “ trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto. This subdivision does not apply to the articles of any corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Financial Protection and Innovation. (b) The name of a corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following: (1) The name of any corporation. (2) The name of any foreign corporation authorized to transact intrastate business in this state. (3) Each name that is under reservation pursuant to this title. (4) The name of a foreign corporation that has registered its name pursuant to Section 2101. (5) An alternate name of a foreign corporation under subdivision (b) of Section 2106. (6) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date. (c) Subject to Section 2106, this section applies to a foreign corporation transacting business in this state or that has applied for a certificate of qualification. (d) The use by a corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State. (e) Any applicant may, upon payment of the fee prescribed therefor in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated therein shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person; nor shall consecutive reservations be made by or for the use or benefit of the same person; of names so similar as to fall within the prohibitions of subdivision (b). (Amended by Stats. 2022, Ch. 617, Sec. 6. (SB 1202) Effective January 1, 2023.)
  55. 201.5.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The Secretary of State must not file articles for an insurer unless the Insurance Commissioner’s certificate approving the corporate name is attached.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 201.5. The Secretary of State shall not file articles in which the business is to be an insurer unless the certificate of the Insurance Commissioner approving the corporate name is attached thereto. (Added by Stats. 1979, Ch. 737.)
  56. 201.6.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    A redomesticating insurer must file specified incorporation or redomestication documents with the Secretary of State, and the Secretary of State may not file them unless the amended certificate of authority is attached.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 201.6. (a) (1) When an insurer has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to this state, the redomesticating insurer shall file with the Secretary of State articles of incorporation that include a provision setting forth all of the following information: (A) The name and former jurisdiction of the redomesticating insurer. (B) The redomesticating insurer’s Secretary of State file number. (C) A statement that the redomesticating insurer was authorized to effect the redomestication by the laws under which it formerly was organized. (D) A statement that the redomesticating insurer has approved a plan of redomestication or other instrument as may be required to effect the redomestication to this state pursuant to the laws under which the redomesticating insurer was organized. (E) A statement that the Insurance Commissioner has approved the redomestication of the insurer to this state. (2) The Secretary of State shall not file articles of incorporation containing the information required by paragraph (1) unless a copy of the amended certificate of authority, evidencing the approval of the redomestication by the Insurance Commissioner, is attached thereto. (b) If a redomesticating insurer is qualified to transact business in this state, by virtue of its filing of articles of incorporation in this state, the redomesticating insurer shall automatically surrender its right to transact intrastate business. (c) (1) An insurer that has filed articles of incorporation in this state and has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to another jurisdiction, shall file with the Secretary of State a statement of redomestication, on a form prescribed by the Secretary of State, containing all of the following information: (A) The name of the redomesticating insurer. (B) The redomesticating insurer’s Secretary of State file number. (C) The jurisdiction of the redomesticated insurer. (D) The name and street address of the redomesticated insurer’s agent for service of process. (E) A statement that the redomesticating insurer is authorized to effect the redomestication under California law and the jurisdiction to which the insurer is redomesticating. (F) A statement that the redomesticating insurer has complied with the requirements to redomesticate as required by California law and the jurisdiction to which the insurer is redomesticating. (G) A statement that the Insurance Commissioner has approved the redomestication of the insurer. (2) The Secretary of State shall not file the statement of redomestication required by paragraph (1) unless a copy of the amended certificate of authority, evidencing the approval of the redomestication by the Insurance Commissioner, is attached thereto. (Repealed and added by Stats. 2017, Ch. 417, Sec. 2. (AB 1696) Effective January 1, 2018.)
  57. 201.7.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The Secretary of State must file certain corporate documents when the required commissioner authorization is received and the section 110 condition is met.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 201.7. Upon receipt of a certified copy of the commissioner’s authorization issued pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of the Insurance Code and subject to subdivision (a) of Section 110 of the Corporations Code, the Secretary of State shall accept for filing the certificate of amendment of the articles of incorporation of the domestic mutual insurer certified by the secretary thereof. Upon receipt of a certified copy of the commissioner’s authorization to file articles of incorporation of a mutual holding company and a stock holding company authorized pursuant to conversion proceedings pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of the Insurance Code and subject to subdivision (a) of Section 110 of the Corporations Code, the Secretary of State shall accept for filing the articles of incorporation of the mutual holding company and stock holding company. (Amended by Stats. 1998, Ch. 421, Sec. 1. Effective January 1, 1999.)
  58. 2010.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    A dissolved corporation may keep existing only to wind up its affairs, handle actions and obligations, and distribute assets; it may not keep doing business except as needed for winding 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2010. (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of and convey its property and collect and divide its assets, but not for the purpose of continuing business except so far as necessary for the winding up thereof. (b) No action or proceeding to which a corporation is a party abates by the dissolution of the corporation or by reason of proceedings for winding up and dissolution thereof. (c) Any assets inadvertently or otherwise omitted from the winding up continue in the dissolved corporation for the benefit of the persons entitled thereto upon dissolution of the corporation and on realization shall be distributed accordingly. (Amended by Stats. 2006, Ch. 773, Sec. 12. Effective September 29, 2006.)
  59. 2011.

    ## 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. )

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    Claims against a dissolved corporation may be enforced against the corporation’s undistributed assets or, in some cases, against shareholders, but shareholder claims must be started before the stated deadline. The Secretary of State must also give notice after receiving the process and 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 20. General Provisions Relating to Dissolution [2000 - 2011] ( Chapter 20 added by Stats. 1975, Ch. 682. ) ## 2011. (a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of the following: (A) Against the dissolved corporation, to the extent of its undistributed assets, including, without limitation, any insurance assets held by the corporation that may be available to satisfy claims. (B) If any of the assets of the dissolved corporation have been distributed to shareholders, against shareholders of the dissolved corporation to the extent of their pro rata share of the claim or to the extent of the corporate assets distributed to them upon dissolution of the corporation, whichever is less. A shareholder’s total liability under this section may not exceed the total amount of assets of the dissolved corporation distributed to the shareholder upon dissolution of the corporation. (2) Except as set forth in subdivision (c), all causes of action against a shareholder of a dissolved corporation arising under this section are extinguished unless the claimant commences a proceeding to enforce the cause of action against that shareholder of a dissolved corporation prior to the earlier of the following: (A) The expiration of the statute of limitations applicable to the cause of action. (B) Four years after the effective date of the dissolution of the corporation. (3) As a matter of procedure only, and not for purposes of determining liability, shareholders of the dissolved corporation may be sued in the corporate name of the corporation upon any cause of action against the corporation. This section does not affect the rights of the corporation or its creditors under Section 2009, or the rights, if any, of creditors under the Uniform Voidable Transactions Act, which may arise against the shareholders of a corporation. (4) This subdivision applies to corporations dissolved on and after January 1, 1992. Corporations dissolved prior to that date are subject to the law in effect prior to that date. (b) Summons or other process against such a corporation may be served by delivering a copy thereof to an officer, director, or person having charge of its assets or, if no such person can be found, to any agent upon whom process might be served at the time of dissolution. If none of those persons can be found with due diligence and it is so shown by affidavit to the satisfaction of the court, then the court may make an order that summons or other process be served upon the dissolved corporation by personally delivering a copy thereof, together with a copy of the order, to the Secretary of State or an assistant or deputy secretary of state. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (c) Every such corporation shall survive and continue to exist indefinitely for the purpose of being sued in any quiet title action. Any judgment rendered in any such action shall bind each and all of its shareholders or other persons having any equity or other interest in that corporation, to the extent of their interest therein, and that action shall have the same force and effect as an action brought under the provisions of Sections 410.50 and 410.60 of the Code of Civil Procedure. Service of summons or other process in any such action may be made as provided in Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure or as provided in subdivision (b). (d) Upon receipt of that process and the fee therefor, the Secretary of State forthwith shall give notice to the corporation as provided in Section 1702. (e) For purposes of Article 4 (commencing with Section 19071) of Chapter 4 of Part 10.2 of Division 2 of the Revenue and Taxation Code, the liability described in this section shall be considered a liability at law with respect to a dissolved corporation. (Amended by Stats. 2019, Ch. 143, Sec. 26. (SB 251) Effective January 1, 2020.)
  60. 202.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Section 202 says the articles of incorporation must include specified information, and they generally may not add extra statements about corporate purposes or powers except in limited cases.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 202. The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, that in order for the corporation to be subject to the provisions of this division applicable to a close corporation (Section 158), the name of the corporation must contain the word “corporation,” “incorporated,” or “limited” or an abbreviation of one of such words. (b) (1) The applicable one of the following statements: (A) The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code; or (B) The purpose of the corporation is to engage in the profession of ____ (with the insertion of a profession permitted to be incorporated by the California Corporations Code) and any other lawful activities (other than the banking or trust company business) not prohibited to a corporation engaging in such profession by applicable laws and regulations. (2) In case the corporation is a corporation subject to the Banking Law (Division 1.1 (commencing with Section 1000) of the Financial Code), the articles shall set forth a statement of purpose which is prescribed in the applicable provision of the Banking Law. (3) In case the corporation is a corporation subject to the Insurance Code as an insurer, the articles shall additionally state that the business of the corporation is to be an insurer. (4) If the corporation is intended to be a “professional corporation” within the meaning of the Moscone-Knox Professional Corporation Act (Part 4 (commencing with Section 13400) of Division 3), the articles shall additionally contain the statement required by Section 13404. The articles shall not set forth any further or additional statement with respect to the purposes or powers of the corporation, except by way of limitation or except as expressly required by any law of this state other than this division or any federal or other statute or regulation (including the Internal Revenue Code and regulations thereunder as a condition of acquiring or maintaining a particular status for tax purposes). (c) The name and street address in this state of the corporation’s initial agent for service of process in accordance with subdivision (b) of Section 1502. (d) The initial street address of its principal office. (e) The initial mailing address of the corporation, if different from the initial street address. (f) If the corporation is authorized to issue only one class of shares, the total number of shares which the corporation is authorized to issue. (g) If the corporation is authorized to issue more than one class of shares, or if any class of shares is to have two or more series: (1) The total number of shares of each class the corporation is authorized to issue, and the total number of shares of each series which the corporation is authorized to issue or that the board is authorized to fix the number of shares of any such series; (2) The designation of each class, and the designation of each series or that the board may determine the designation of any such series; and (3) The rights, preferences, privileges, and restrictions granted to or imposed upon the respective classes or series of shares or the holders thereof, or that the board, within any limits and restrictions stated, may determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued class of shares or any wholly unissued series of any class of shares. As to any series the number of shares of which is authorized to be fixed by the board, the articles may also authorize the board, within the limits and restrictions stated therein or stated in any resolution or resolutions of the board originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had before the adoption of the resolution originally fixing the number of shares of such series. (Amended by Stats. 2022, Ch. 617, Sec. 7. (SB 1202) Effective January 1, 2023.)
  61. 203.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The provision says there is no distinction between classes or series of shares, or their holders, unless the articles or a shareholders’ agreement 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 203. Except as specified in the articles or in any shareholders’ agreement, no distinction shall exist between classes or series of shares or the holders thereof. (Added by Stats. 1975, Ch. 682.)
  62. 203.5.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The articles must keep the stated share count for all series within a class at or below the class share count, and they may allow board-only amendments to change a series share count within stated limits.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 203.5. (a) If the articles include the designation and number of shares of one or more series within a class, the stated number of shares for all series within the class shall not exceed, and may be less than, the stated number of shares for the class. (b) If so authorized in the articles and if the articles state the number of shares of the class, the articles may be amended by approval of the board alone to increase or decrease (but not below the number of shares of the series then outstanding) the number of shares of a series. (c) If the articles authorize a class of shares which is stated to be issuable in series, the articles shall include either the designation and number of shares for at least one series within that class or an authorization of common shares. (Added by Stats. 1988, Ch. 919, Sec. 2.)
  63. 204.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Section 204 lets articles of incorporation include several optional provisions, but some are only effective if expressly stated in the articles.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 204. The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) Granting, with or without limitations, the power to levy assessments upon the shares or any class of shares. (2) Granting to shareholders preemptive rights to subscribe to any or all issues of shares or securities. (3) Special qualifications of persons who may be shareholders. (4) A provision limiting the duration of the corporation’s existence to a specified date. (5) A provision requiring, for any or all corporate actions, except as provided in Section 303, subdivision (b) of Section 402.5, subdivision (c) of Section 708, and Section 1900, the vote of a larger proportion or of all of the shares of any class or series, or the vote or quorum for taking action of a larger proportion or of all of the directors, than is otherwise required by this division. (6) A provision limiting or restricting the business in which the corporation may engage or the powers which the corporation may exercise or both. (7) A provision conferring upon the holders of any evidences of indebtedness, issued or to be issued by the corporation, the right to vote in the election of directors and on any other matters on which shareholders may vote. (8) A provision conferring upon shareholders the right to determine the consideration for which shares shall be issued. (9) A provision requiring the approval of the shareholders (Section 153) or the approval of the outstanding shares (Section 152) for any corporate action, even though not otherwise required by this division. (10) Provisions eliminating or limiting the personal liability of a director for monetary damages in an action brought by or in the right of the corporation for breach of a director’s duties to the corporation and its shareholders, as set forth in Section 309, provided, however, that (A) such a provision may not eliminate or limit the liability of directors (i) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (iii) for any transaction from which a director derived an improper personal benefit, (iv) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (v) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (vi) under Section 310, or (vii) under Section 316, (B) no such provision shall eliminate or limit the liability of a director for any act or omission occurring prior to the date when the provision becomes effective, and (C) no such provision shall eliminate or limit the liability of an officer for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. (11) A provision authorizing, whether by bylaw, agreement, or otherwise, the indemnification of agents (as defined in Section 317) in excess of that expressly permitted by Section 317 for those agents of the corporation for breach of duty to the corporation and its stockholders, provided, however, that the provision may not provide for indemnification of any agent for any acts or omissions or transactions from which a director may not be relieved of liability as set forth in the exception to paragraph (10) or as to circumstances in which indemnity is expressly prohibited by Section 317. Notwithstanding this subdivision, in the case of a close corporation any of the provisions referred to above may be validly included in a shareholders’ agreement. Notwithstanding this subdivision, bylaws may require for all or any actions by the board the affirmative vote of a majority of the authorized number of directors. Nothing contained in this subdivision shall affect the enforceability, as between the parties thereto, of any lawful agreement not otherwise contrary to public policy. (b) Reasonable restrictions upon the right to transfer or hypothecate shares of any class or classes or series, but no restriction shall be binding with respect to shares issued prior to the adoption of the restriction unless the holders of such shares voted in favor of the restriction. (c) The names and addresses of the persons appointed to act as initial directors. (d) Any other provision, not in conflict with law, for the management of the business and for the conduct of the affairs of the corporation, including any provision which is required or permitted by this division to be stated in the bylaws. (e) This section shall become operative on January 1, 2022. (Repealed and added by Stats. 2018, Ch. 889, Sec. 2. (SB 838) Effective January 1, 2019. Section operative January 1, 2022, by its own provisions.)
  64. 204.5.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    If a corporation’s articles include a substantially similar director-liability waiver, the corporation is treated as having adopted an authorized provision, and exact wording is not required.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 204.5. (a) If the articles of a corporation include a provision reading substantially as follows: “The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law”; the corporation shall be considered to have adopted a provision as authorized by paragraph (10) of subdivision (a) of Section 204 and more specific wording shall not be required. (b) This section shall not be construed as setting forth the exclusive method of adopting an article provision as authorized by paragraph (10) of subdivision (a) of Section 204. (c) This section shall not change the otherwise applicable standards or duties to make full and fair disclosure to shareholders when approval of such a provision is sought. (Added by Stats. 1987, Ch. 1203, Sec. 1.5. Effective September 27, 1987.)
  65. 205.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    For tax or fee statutes based on capitalization, authorized shares are treated as having a nominal par value of $1 per share. If another applicable law requires par value, the board sets it to meet that law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 205. Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, all authorized shares of a corporation organized under this division shall be deemed to have a nominal or par value of one dollar ($1) per share. If any federal or other statute or regulation applicable to a particular corporation requires that the shares of such corporation have a par value, such shares shall have the par value determined by the board in order to satisfy the requirements of such statute or regulation. (Added by Stats. 1975, Ch. 682.)
  66. 206.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Most corporations may engage in any business activity, but they must follow any limits in their articles and other applicable laws. Banks and professional corporations may do business only as allowed by their governing statutes and regulations.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 206. Subject to any limitation contained in the articles and to compliance with any other applicable laws, any corporation other than a corporation subject to the Banking Law or a professional corporation may engage in any business activity; and a corporation subject to the Banking Law or a professional corporation may engage in any business activity not prohibited by the respective statutes and regulations to which it is subject. (Amended by Stats. 1978, Ch. 370.)
  67. 207.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    A corporation has broad powers like a natural person, subject to its articles, this division, and other applicable laws. In an emergency, the board may take needed actions, but not actions that require shareholder approval unless that approval was already obtained.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 207. Subject to any limitations contained in the articles and to compliance with other provisions of this division and any other applicable laws, a corporation shall have all of the powers of a natural person in carrying out its business activities, including, without limitation, the power to: (a) Adopt, use, and at will alter a corporate seal, but failure to affix a seal does not affect the validity of any instrument. (b) Adopt, amend, and repeal bylaws. (c) Qualify to do business in any other state, territory, dependency, or foreign country. (d) Subject to the provisions of Section 510, issue, purchase, redeem, receive, take or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use, and otherwise deal in and with its own shares, bonds, debentures, and other securities. (e) Make donations, regardless of specific corporate benefit, for the public welfare or for community fund, hospital, charitable, educational, scientific, civic, or similar purposes. (f) Pay pensions, and establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for any or all of the directors, officers, and employees of the corporation or any of its subsidiary or affiliated corporations, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of such plans, trusts, or provisions. (g) Subject to the provisions of Section 315, assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, borrow and lend money, and otherwise use its credit, and secure any of its obligations, contracts, or liabilities by mortgage, pledge, or other encumbrance of all or any part of its property, franchises, and income. (h) Participate with others in any partnership, joint venture, or other association, transaction, or arrangement of any kind, whether or not such participation involves sharing or delegation of control with or to others. (i) (1) In anticipation of or during an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (c) of Section 212: (A) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent resulting from the emergency. (B) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (2) During an emergency, take either or both of the following actions necessary to conduct the corporation’s business operations and affairs, unless emergency bylaws provide otherwise pursuant to subdivision (c) of Section 212: (A) Give notice to a director or directors in any practicable manner under the circumstances, including, but not limited to, by publication and radio, when notice of a meeting of the board cannot be given to that director or directors in the manner prescribed by the bylaws or Section 307. (B) Deem that one or more officers of the corporation present at a board meeting is a director, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum for that meeting. (3) In anticipation of or during an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the shareholders, unless the required vote of the shareholders was obtained prior to the emergency. (4) Any actions taken in good faith in anticipation of or during an emergency under this subdivision bind the corporation and shall not be used to impose liability on a corporate director, officer, employee, or agent. (5) For purposes of this subdivision, “emergency” means any of the following events or circumstances as a result of which, and only so long as, a quorum of the corporation’s board of directors cannot be readily convened for action: (A) A natural catastrophe, including, but not limited to, a hurricane, tornado, storm, high water, wind-driven water, tidal wave, tsunami, earthquake, volcanic eruption, landslide, mudslide, snowstorm, drought, epidemic, pandemic, or disease outbreak, or, regardless of cause, any fire, flood, or explosion. (B) An attack on or within this state or on the public security of its residents by an enemy of this state or on the nation by an enemy of the United States of America, or upon receipt by this state of a warning from the federal government indicating that any such enemy attack is probable or imminent. (C) An act of terrorism or other manmade disaster that results in extraordinary levels of casualties or damage or disruption severely affecting the infrastructure, environment, economy, government functions, or population, including, but not limited to, mass evacuations. (D) A state of emergency proclaimed by the Governor of this state, including any person serving as Governor in accordance with Section 10 of Article V of the California Constitution and Section 12058 of the Government Code, or by the President of the United States of America. (Amended by Stats. 2021, Ch. 523, Sec. 1. (AB 663) Effective January 1, 2022.)
  68. 208.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The section limits when corporate charter, bylaw, or shareholder-agreement restrictions can be used against third persons, and it says board-authorized or board-ratified contracts and conveyances bind the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 208. (a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the shareholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 18, 19 and 20 or by any shareholders’ agreement shall be asserted as between the corporation or any shareholder and any third person, except in a proceeding (1) by a shareholder or the state to enjoin the doing or continuation of unauthorized business by the corporation or its officers, or both, in cases where third parties have not acquired rights thereby, or (2) to dissolve the corporation or (3) by the corporation or by a shareholder suing in a representative suit against the officers or directors of the corporation for violation of their authority. (b) Any contract or conveyance made in the name of a corporation which is authorized or ratified by the board, or is done within the scope of the authority, actual or apparent, conferred by the board or within the agency power of the officer executing it, except as the board’s authority is limited by law other than this division, binds the corporation, and the corporation acquires rights thereunder, whether the contract is executed or wholly or in part executory. (c) This section applies to contracts and conveyances made by foreign corporations in this state and to all conveyances by foreign corporations of real property situated in this state. (Added by Stats. 1975, Ch. 682.)
  69. 209.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    A Secretary of State-certified copy of a corporation’s articles is conclusive evidence that the corporation was formed, except in a quo warranto 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 209. For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence. (Added by Stats. 1975, Ch. 682.)
  70. 21.

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

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    This section defines when a communication counts as an “electronic transmission to the corporation.”

    ## Corporations Code - CORP ## GENERAL PROVISIONS ( General Provisions enacted by Stats. 1947, Ch. 1038. ) ## 21. “Electronic transmission to the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. (Added by Stats. 2004, Ch. 254, Sec. 4. Effective January 1, 2005.)
  71. 210.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    If the articles do not name the initial directors, the incorporator(s) may take the steps needed to complete the corporation’s organization.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 210. If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers. (Added by Stats. 1975, Ch. 682.)
  72. 2100.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    This chapter applies only to foreign corporations transacting intrastate business, unless another provision expressly says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2100. This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided. (Added by Stats. 1975, Ch. 682.)
  73. 2101.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Certain foreign corporations may register their corporate name with the Secretary of State if the name is available, and registered names can be renewed annually or cancelled by filing the required documents.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2101. (a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State, provided its corporate name would be available pursuant to Section 201 to a new corporation organized under this division at the time of such registration. (b) Such registration may be made by filing (1) an application for registration signed by a corporate officer stating the name of the corporation, the state or place under the laws of which it is incorporated, and that it desires to register its name under this section; and (2) a certificate of an authorized public official of the state or place in which it is organized issued within the past six months from the submission of the application for registration in California stating that such corporation is in good standing under those laws. Such registration shall be effective until the close of the calendar year in which the application for registration is filed. (c) A corporation that has in effect a registration of its corporate name may renew such registration from year to year by annually filing an application for renewal setting forth the facts required to be set forth in an original application for registration and a certificate of good standing as required for the original registration between the first day of October and the 31st day of December in each year. Such renewal application shall extend the registration for the following calendar year. (d) A corporation that has in effect a registration of its corporate name may cancel the registration by delivering to the Secretary of State, on a form prescribed by the Secretary of State for filing, a certificate of cancellation of foreign name registration signed by a corporate officer containing the name of the corporation and the Secretary of State’s file number of the corporation. (Amended by Stats. 2022, Ch. 617, Sec. 32. (SB 1202) Effective January 1, 2023.)
  74. 2102.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    A foreign corporation that has filed the required agent designation does not need to file the Section 2105 statement, but it must file an amended statement and designation when Section 2107 requires 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2102. A foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to the qualification of foreign corporations in force at the time of the filing, need not file the statement provided for in Section 2105, but shall file an amended statement and designation when required by Section 2107. (Added by Stats. 1975, Ch. 682.)
  75. 2103.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    This section says chapter 21 does not repeal, alter, or amend Insurance Code sections 1600 to 1605, and it does not stop a foreign insurance company from performing certain preexisting contracts.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2103. Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1605, inclusive, of the Insurance Code or prevents any foreign insurance company from carrying out contracts made before the surrender of its right to engage in intrastate business or contracts made with citizens of other states who subsequently become citizens of or residents in this state. (Amended by Stats. 2022, Ch. 617, Sec. 33. (SB 1202) Effective January 1, 2023.)
  76. 2104.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Certain foreign lending institutions are treated as appointing the Secretary of State for service of process and must file an annual address statement by June 30.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2104. Any foreign lending institution which has not qualified to do business in this state and which engages in any of the activities set forth in subdivision (d) of Section 191 shall be considered by such activities to have appointed the Secretary of State as its agent for service of process for any action arising out of any such activities, and, on or before June 30th of each year, shall file a statement showing the address to which any notice or process may be sent in the manner and with the effect provided in Section 2111. No foreign lending institution solely by reason of engaging in any one or more of the activities set forth in subdivision (d) of Section 191 shall be required to qualify to do business in this state nor be subject to (a) any of the provisions of the Bank and Corporation Tax Law (commencing with Section 23001) of the Revenue and Taxation Code or (b) any of the provisions of this code or the Financial Code or Insurance Code relating to qualifications for doing or transacting business in this state or to requirements pertaining thereto or to the effects or results of failure to qualify to do business in this state. (Amended by Stats. 1976, Ch. 641.)
  77. 2105.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    A foreign corporation may not do intrastate business unless it first gets a certificate of qualification from the Secretary of State and files the required statement and 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2105. (a) A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that certificate it shall file, on a form prescribed by the Secretary of State, a statement and designation signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating: (1) The name of the corporation, and, if the name does not comply with Section 201, an alternate name adopted pursuant to subdivision (b) of Section 2106. (2) The state or place of its incorporation or organization and a statement that the foreign corporation is authorized to exercise its powers and privileges in that state or place of its incorporation or organization. (3) The street address of its principal office. (4) The street address of its principal office in California, if any. (5) The mailing address of its principal office, if different from the addresses specified pursuant to paragraphs (3) and (4). (6) The name of an agent upon whom process directed to the corporation may be served within this state. The designation shall comply with subdivision (b) of Section 1502. (7) (A) Its irrevocable consent to service of process directed to it upon the agent designated and to service of process on the Secretary of State if the agent designated or the agent’s successor is no longer authorized to act or cannot be found at the address given. (B) Consent under this paragraph extends to service of process directed to the foreign corporation’s agent in this state for a search warrant issued pursuant to Section 1524.2 of the Penal Code, or for any other validly issued and properly served search warrant, for records or documents that are in the possession of the foreign corporation and are located inside or outside of this state. This subparagraph shall apply to a foreign corporation that is a party or a nonparty to the matter for which the search warrant is sought. For purposes of this subparagraph, “properly served” means delivered by hand, or in a manner reasonably allowing for proof of delivery if delivered by United States mail, overnight delivery service, or facsimile to a person or entity listed in Section 2110, or any other means specified by the foreign corporation, including, but not limited to, email or submission via an internet web portal that the foreign corporation has designated for the purpose of service of process. (8) If it is a corporation that will be subject to the Insurance Code as an insurer, it shall state that fact. (b) Annexed to the statement and designation shall be a certificate by an authorized public official of the state or place of incorporation of the corporation to the effect that the corporation is an existing corporation in good standing in that state or place or, in the case of an association, an officers’ certificate stating that it is a validly organized and existing business association under the laws of a specified foreign jurisdiction. (c) Before it may be designated by a foreign corporation as its agent for service of process, a corporate agent must comply with Section 1505. (Amended by Stats. 2022, Ch. 617, Sec. 34. (SB 1202) Effective January 1, 2023.)
  78. 2106.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    The Secretary of State must file the required statement and issue a certificate of qualification when the fees are paid, but foreign corporations with unavailable names face limits unless they resolve the conflict or use an approved alternate name.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2106. (a) Subject to the provisions of subdivision (b), upon payment of the fees required by law the Secretary of State shall file the statement and designation prescribed in Section 2105 and shall issue to the corporation a certificate of qualification stating the date of filing of said statement and designation and that the corporation is qualified to transact intrastate business, subject, however, to any licensing requirements otherwise imposed by the laws of this state. (b) No foreign corporation having a name which would not be available pursuant to subdivision (b) of Section 201 to a new corporation organized under this division shall transact intrastate business in this state or qualify to do so under this chapter or file an amended statement and designation containing such name unless either: (1) it obtains and files an order from a court of competent jurisdiction permanently enjoining the other corporation having a conflicting name from doing business in this state under that name; or (2) the Secretary of State finds, upon proof by affidavit or otherwise as the Secretary of State may determine, that the business to be conducted in this state by the foreign corporation is not the same as or similar to the business being conducted by the corporation (or to be conducted by the proposed corporation) with whose name it may conflict and that the public is not likely to be deceived, and the foreign corporation agrees that it will transact business in this state under an alternate name disclosed to the Secretary of State and that it will use the alternate name in all of its dealings with the Secretary of State and in the conduct of its affairs in this state. The alternate name may be its name with the addition of some distinguishing word or words acceptable to the Secretary of State or a name available for the name of a domestic corporation pursuant to subdivision (b) of Section 201. A corporation which has made such an agreement with the Secretary of State shall not do business in this state except under the name agreed upon, so long as the agreement remains in effect. This subdivision shall not apply to any corporation that is subject to the Insurance Code as an insurer unless the insurer has first obtained from the Insurance Commissioner a certificate approving the alternate name. (Amended by Stats. 2022, Ch. 617, Sec. 35. (SB 1202) Effective January 1, 2023.)
  79. 2106.5.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    The Secretary of State must not file certain foreign corporation statements if the business is an insurer subject to the Insurance Code, unless a certificate from the Insurance Commissioner approving the corporate name is attached.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2106.5. The Secretary of State shall not file any statement and designation pursuant to Section 2106 or any amended statement and designation pursuant to Section 2107, where it appears that the business is that of an insurer subject to the Insurance Code unless a certificate of the Insurance Commissioner approving the corporate name is attached thereto. (Added by Stats. 1979, Ch. 737.)
  80. 2107.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Foreign corporations and foreign associations must file amended statements with the Secretary of State when certain names, addresses, or agent details change.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2107. (a) If any foreign corporation (but not a foreign association) qualified to transact intrastate business shall change its name or make a change affecting an alternate name under Section 2106, it shall file, on a form prescribed by the Secretary of State, an amended statement signed by a corporate officer setting forth the change made. The amended statement shall set forth the name relinquished as well as the new name alternate and there shall be annexed to the amended statement a certificate of an authorized public official of its state or place of incorporation issued within the past six months from the submission of the amended statement for filing in California that the change of name was made in accordance with the laws of that state or place of incorporation. Upon the filing of the amended statement, the Secretary of State shall issue a new certificate of qualification. (b) If any foreign association qualified to transact intrastate business shall change its name, the address of its principal office in California, the address of its principal office or its agent for the service of process, or if the stated address of any natural person designated as agent is changed, it shall file, on a form prescribed by the Secretary of State, an amended statement and designation signed by an officer or, in the case of a foreign association that has no officers, signed by a trustee setting forth the change or changes made. In the case of a change of name, the amended statement and designation shall set forth the name relinquished as well as the new name alternate and there shall be annexed to the amended statement and designation an officer’s certificate, or trustee’s certificate, if applicable, stating that such change of name was made in accordance with its declaration of trust. If the change includes a change of name, or a change affecting an alternate name pursuant to Section 2106, upon the filing of the amended statement, the Secretary of State shall issue a new certificate of qualification. (c) If the change includes a change of name of an insurer subject to the Insurance Code, the form shall include a statement that the corporation is such an insurer if it does not already so appear. (d) If a foreign corporation qualified to transact business in this state shall change the address of its principal office in California, the address of its principal office, or its agent for the service of process, or if the stated address of any natural person designated as agent is changed, the filing of a statement pursuant to Section 2117 shall supersede the statement and designation with respect thereto. (Amended by Stats. 2022, Ch. 617, Sec. 36. (SB 1202) Effective January 1, 2023.)
  81. 211.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Bylaws may be adopted, amended, or repealed by approval of the outstanding shares or by the board, subject to Section 212 and Section 204(a)(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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 211. Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as provided in Section 212. Subject to subdivision (a)(5) of Section 204, the articles or bylaws may restrict or eliminate the power of the board to adopt, amend or repeal any or all bylaws. (Added by Stats. 1975, Ch. 682.)
  82. 2110.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Hand delivery of process to specified people for a foreign corporation counts as valid service on that corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2110. Delivery by hand of a copy of any process against a foreign corporation (a) to any officer of the corporation or its general manager in this state, or if the corporation is a bank to a cashier or an assistant cashier, (b) to any natural person designated by it as agent for the service of process, or (c), if the corporation has designated a corporate agent, to any person named in the latest certificate of the corporate agent filed pursuant to Section 1505 shall constitute valid service on the corporation. A copy of the statement and designation, or a copy of the latest statement filed pursuant to Section 2117, certified by the Secretary of State, is sufficient evidence of the appointment of an agent for the service of process. (Amended by Stats. 1989, Ch. 438, Sec. 2.)
  83. 2110.1.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    This section says process may be served on a foreign corporation under this chapter, in addition to Chapter 4 of Title 5, Part 2 of the Code of Civil Procedure.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2110.1. In addition to the provisions of Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be served upon a foreign corporation as provided in this chapter. (Added by Stats. 1977, Ch. 235.)
  84. 2111.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    If service on a foreign corporation’s agent cannot be made after diligent search, a court may allow service through the Secretary of State, who must then notify the corporation and keep records.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2111. (a) 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 Section 2110 may be made for the purpose of delivery to the corporate agent, or if the agent designated is no longer authorized to act, or if no agent has been designated and if no one of the officers or agents of the corporation specified in Section 2110 can be found after diligent search and it is so shown by affidavit to the satisfaction of the court, then the court may make an order that service be made by personal delivery to the Secretary of State or to an assistant or deputy secretary of state of two copies of the process together with two copies of the order, except that if the corporation to be served has not filed the statement required to be filed by Section 2105 then only one copy of the process and order need be delivered but the order shall include and set forth an address to which the process shall be sent by the Secretary of State. Service in this manner is deemed complete on the 10th day after delivery of the process to the Secretary of State. (b) Upon receipt of the process and order and the fee therefor the Secretary of State forthwith shall give notice to the corporation of the service of the process by forwarding by registered or certified mail, with request for return receipt, a copy of the process and order to the address specified in the order if the corporation has not filed the statement required by Section 2105 or to the two stated addresses of the corporation set forth in the latest statement filed pursuant to Section 2105 or 2117, or if only one address is set forth in the latest statement, to the sole stated address of the corporation. (c) The Secretary of State shall keep a record of all process served upon the Secretary of State and shall record therein the time of service and the Secretary of State’s action with respect thereto. The certificate of the Secretary of State, under the Secretary of State’s official seal, certifying to the receipt of process, the giving of notice thereof to the corporation, and the forwarding of the process pursuant to this section, shall be competent and prima facie evidence of the matters stated therein. (Amended by Stats. 1989, Ch. 438, Sec. 3.)
  85. 2112.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    A qualified foreign corporation may surrender its right to do intrastate business in the state by filing a signed certificate of surrender, and the Secretary of State must notify the Franchise Tax Board.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2112. (a) Subject to Section 2113, a foreign corporation which has qualified to transact intrastate business may surrender its right to engage in that business within this state by filing a certificate of surrender signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating: (1) The name of the corporation as shown on the records of the Secretary of State, and the state or place of incorporation or organization. (2) That it revokes its designation of agent for service of process. (3) That it surrenders its authority to transact intrastate business. (4) That it consents that process against it in any action upon any liability or obligation incurred within this state before the filing of the certificate of surrender may be served upon the Secretary of State. (5) A post office address to which the Secretary of State may mail a copy of any process against the corporation that is served upon the Secretary of State, which address or the name to which the process should be sent may be changed from time to time by filing a statement signed by a corporate officer or, in the case of a foreign association that has no officers, signed by a trustee stating the new address or name or both. (6) Except in the case of a foreign association, that a final franchise tax return, as described by Section 23332 of the Revenue and Taxation Code, has been or will be filed with the Franchise Tax Board, as required under Part 10.2 (commencing with Section 18401) of Division 2 of the Revenue and Taxation Code. (b) The Secretary of State shall notify the Franchise Tax Board of the surrender. (Amended by Stats. 2022, Ch. 617, Sec. 37. (SB 1202) Effective January 1, 2023.)
  86. 2113.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    A foreign corporation’s filing of certain merger- or conversion-related documents can surrender its right to do intrastate business in this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2113. (a) The filing of an agreement of merger of a foreign disappearing corporation qualified to transact intrastate business in this state pursuant to Section 1103, or the filing pursuant to subdivision (d) of Section 1108 of an agreement, certificate, or other document as to a merger that includes a disappearing foreign corporation qualified to transact intrastate business, or the filing of a certificate of ownership as to a foreign subsidiary corporation qualified to transact intrastate business in this state pursuant to Section 1110, or the filing by a foreign corporation qualified to transact intrastate business in this state of an organizational document containing a statement of conversion pursuant to Section 15911.08, 16908, or 17710.08, constitutes the surrender by the foreign corporation of its right to engage in intrastate business within this state. (b) With respect to corporations for which documents have not been filed as provided in subdivision (a), a certificate of surrender as prescribed by Section 2112 shall be filed by a foreign corporation qualified to transact intrastate business upon its merger into another foreign corporation. (c) In lieu of a signature as prescribed by Section 2112, a certificate of surrender pursuant to subdivision (b) for a merged foreign corporation may be signed in the name of the surviving corporation by an officer thereof. In that case, the certificate of surrender shall be accompanied by a certificate of an authorized public official of the state or place of incorporation of the merged foreign corporation stating that the corporation has been merged into another foreign corporation and setting forth the name and state or place of incorporation of the surviving foreign corporation. (Amended by Stats. 2012, Ch. 419, Sec. 10. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  87. 2114.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    This section explains when certain foreign corporations can be served with process in California after withdrawing, surrendering the right to do business, or losing that right by forfeiture.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2114. (a) A foreign corporation that has transacted intrastate business and has thereafter withdrawn from business in this state may be served with process in the manner provided in this chapter in any action brought in this state arising out of that business, whether or not it has ever complied with the requirements of this chapter. (b) A foreign corporation that has surrendered its right to transact intrastate business pursuant to Section 2112 or 2113 may be served with process in any action upon a liability or obligation incurred within this state prior to that surrender by delivery of the process to the Secretary of State, or an assistant or a deputy to the Secretary of State pursuant to this chapter and no court order authorizing this service shall be required. The process shall be mailed in the manner prescribed in this chapter except that it shall be sent to the address to which process is authorized to be sent in the certificate of surrender or to the address of the surviving domestic corporation in the case of a surrender under Section 2113. (c) If a foreign corporation that is qualified to transact intrastate business has its right to transact such business forfeited by the Franchise Tax Board pursuant to the Bank and Corporation Tax Law (Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code), service of process on that corporation may be effected in the manner set forth in Sections 2110 and 2111, as if the right to transact intrastate business had not been forfeited. (d) The fact that a corporation ceases to transact intrastate business without filing a certificate of surrender does not revoke the appointment of any agent for the service of process. (Amended by Stats. 1997, Ch. 187, Sec. 5. Effective January 1, 1998.)
  88. 2115.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Certain foreign corporations must follow subdivision (b) and must answer written information requests within 30 days.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2115. (a) A foreign corporation (other than a foreign association or foreign nonprofit corporation but including a foreign parent corporation even though it does not itself transact intrastate business) is subject to the requirements of subdivision (b) commencing on the date specified in subdivision (d) and continuing until the date specified in subdivision (e) if: (1) The average of the property factor, the payroll factor, and the sales factor (as defined in Sections 25129, 25132, and 25134 of the Revenue and Taxation Code) with respect to it is more than 50 percent during its latest full income year and (2) more than one-half of its outstanding voting securities are held of record by persons having addresses in this state appearing on the books of the corporation on the record date for the latest meeting of shareholders held during its latest full income year or, if no meeting was held during that year, on the last day of the latest full income year. The property factor, payroll factor, and sales factor shall be those used in computing the portion of its income allocable to this state in its franchise tax return or, with respect to corporations the allocation of whose income is governed by special formulas or that are not required to file separate or any tax returns, which would have been so used if they were governed by this three-factor formula. The determination of these factors with respect to any parent corporation shall be made on a consolidated basis, including in a unitary computation (after elimination of intercompany transactions) the property, payroll, and sales of the parent and all of its subsidiaries in which it owns directly or indirectly more than 50 percent of the outstanding shares entitled to vote for the election of directors, but deducting a percentage of the property, payroll, and sales of any subsidiary equal to the percentage minority ownership, if any, in the subsidiary. For the purpose of this subdivision, any securities held to the knowledge of the issuer in the names of broker-dealers, nominees for broker-dealers (including clearing corporations), or banks, associations, or other entities holding securities in a nominee name or otherwise on behalf of a beneficial owner (collectively “nominee holders”), shall not be considered outstanding. However, if the foreign corporation requests all nominee holders to certify, with respect to all beneficial owners for whom securities are held, the number of shares held for those beneficial owners having addresses (as shown on the records of the nominee holder) in this state and outside of this state, then all shares so certified shall be considered outstanding and held of record by persons having addresses either in this state or outside of this state as so certified, provided that the certification so provided shall be retained with the record of shareholders and made available for inspection and copying in the same manner as is provided in Section 1600 with respect to that record. A current list of beneficial owners of a foreign corporation’s securities provided to the corporation by one or more nominee holders or their agent pursuant to the requirements of Rule 14b-1(b)(3) or 14b-2(b)(3) as adopted on January 6, 1992, promulgated under the Securities Exchange Act of 1934, shall constitute an acceptable certification with respect to beneficial owners for the purposes of this subdivision. (b) Except as provided in subdivision (c), the following chapters and sections of this division shall apply to a foreign corporation as defined in subdivision (a) (to the exclusion of the law of the jurisdiction in which it is incorporated): Chapter 1 (general provisions and definitions), to the extent applicable to the following provisions; Section 301 (annual election of directors); Section 303 (removal of directors without cause); Section 304 (removal of directors by court proceedings); Section 305, subdivision (c) (filling of director vacancies where less than a majority in office elected by shareholders); Section 309 (directors’ standard of care); Section 316 (excluding paragraph (3) of subdivision (a) and paragraph (3) of subdivision (f)) (liability of directors for unlawful distributions); Section 317 (indemnification of directors, officers, and others); Sections 500 to 505, inclusive (limitations on corporate distributions in cash or property); Section 506 (liability of shareholder who receives unlawful distribution); Section 600, subdivisions (b) and (c) (requirement for annual shareholders’ meeting and remedy if same not timely held); Section 708, subdivisions (a), (b), and (c) (shareholder’s right to cumulate votes at any election of directors); Section 710 (supermajority vote requirement); Section 1001, subdivision (d) (limitations on sale of assets); Section 1101, subdivision (b) (limitations on mergers); Section 1151 (first sentence only) (limitations on conversions); Section 1152 (requirements of conversions); Chapter 12 (commencing with Section 1200) (reorganizations); Chapter 13 (commencing with Section 1300) (dissenters’ rights); Sections 1500 and 1501 (records and reports); Section 1508 (action by Attorney General); Chapter 16 (commencing with Section 1600) (rights of inspection). (c) This section does not apply to any corporation (1) with outstanding securities listed on the New York Stock Exchange, the NYSE American, the NASDAQ Global Market, or the NASDAQ Capital Market, or (2) if all of its voting shares (other than directors’ qualifying shares) are owned directly or indirectly by a corporation or corporations not subject to this section. (d) For purposes of subdivision (a), the requirements of subdivision (b) shall become applicable to a foreign corporation only upon the first day of the first income year of the corporation (1) commencing on or after the 135th day of the income year immediately following the latest income year with respect to which the tests referred to in subdivision (a) have been met or (2) commencing on or after the entry of a final order by a court of competent jurisdiction declaring that those tests have been met. (e) For purposes of subdivision (a), the requirements of subdivision (b) shall cease to be applicable to a foreign corporation (1) at the end of the first income year of the corporation immediately following the latest income year with respect to which at least one of the tests referred to in subdivision (a) is not met or (2) at the end of the income year of the corporation during which a final order has been entered by a court of competent jurisdiction declaring that one of those tests is not met, provided that a contrary order has not been entered before the end of the income year. (f) Any foreign corporation that is subject to the requirements of subdivision (b) shall advise any shareholder of record, any officer, director, employee, or other agent (within the meaning of Section 317) and any creditor of the corporation in writing, within 30 days of receipt of written request for that information, whether or not it is subject to subdivision (b) at the time the request is received. Any party who obtains a final determination by a court of competent jurisdiction that the corporation failed to provide to the party information required to be provided by this subdivision or provided the party information of the kind required to be provided by this subdivision that was incorrect, then the court, in its discretion, shall have the power to include in its judgment recovery by the party from the corporation of all court costs and reasonable attorneys’ fees incurred in that legal proceeding to the extent they relate to obtaining that final determination. (Amended by Stats. 2022, Ch. 617, Sec. 38. (SB 1202) Effective January 1, 2023.)
  89. 2115.5.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Section 301.3 applies to publicly held foreign corporations, and it displaces the law of the place where the corporation is incorporated.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2115.5. (a) Section 301.3 shall apply to a foreign corporation that is a publicly held corporation to the exclusion of the law of the jurisdiction in which the foreign corporation is incorporated. (b) For purposes of this section, a “publicly held corporation” means a foreign corporation with outstanding shares listed on a major United States stock exchange. (Added by Stats. 2018, Ch. 954, Sec. 3. (SB 826) Effective January 1, 2019.)
  90. 2115.6.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Section 301.4 applies to a foreign corporation if it is a publicly held corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2115.6. (a) Section 301.4 shall apply to a foreign corporation that is a publicly held corporation to the exclusion of the law of the jurisdiction in which the foreign corporation is incorporated. (b) For purposes of this section, a “publicly held corporation” means a foreign corporation with outstanding shares listed on a major United States stock exchange. (Added by Stats. 2020, Ch. 316, Sec. 4. (AB 979) Effective January 1, 2021.)
  91. 2116.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Directors of a foreign corporation doing intrastate business can be liable for unauthorized dividends, share purchases, asset distributions, false certificates, reports, public notices, or other violations of official duty.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2116. The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the making of unauthorized dividends, purchase of shares or distribution of assets or false certificates, reports or public notices or other violation of official duty according to any applicable laws of the state or place of incorporation or organization, whether committed or done in this state or elsewhere. Such liability may be enforced in the courts of this state. (Added by Stats. 1975, Ch. 682.)
  92. 2117.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Foreign corporations qualified to do intrastate business must file a prescribed statement, update it when required, pay a $5 disclosure fee, and include specified information; the Secretary of State must provide public online access.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2117. (a) Every foreign corporation (other than a foreign association) qualified to transact intrastate business shall file, within 90 days after the filing of its original statement and designation of foreign corporation 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 as registered in California and the California Secretary of State’s file number. (2) The names and complete business or residence addresses of its chief executive officer, secretary, and chief financial officer. (3) The street address of its principal executive office. (4) The mailing address of the corporation, if different from the street address of its principal executive office. (5) The street address of its principal business office in this state, if any. (6) 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. (7) 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. (8) 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 the agent has not terminated. If a natural person is designated, the statement shall set forth the person’s complete business or residence street address. If a corporate agent is designated, no address for it shall be set forth. (c) 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 the statement by means of an online database. (d) In addition to any other fees required, a foreign corporation shall pay a five-dollar ($5) disclosure fee upon 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) of Section 1502, and one-half shall be deposited into the Victims of Corporate Fraud Compensation Fund established in Section 2280. (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 shall 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 filing pursuant to Section 2105. (f) Subdivisions (c), (d), (f), and (g) of Section 1502 apply to statements filed pursuant to this section, except that “articles” shall mean the filing pursuant to Section 2105, and “corporation” shall mean a foreign corporation. (g) (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. 3) and added by Stats. 2020, Ch. 357, Sec. 4. (AB 3075) Effective January 1, 2021. Conditionally operative on or before January 1, 2022, by its own provisions.)
  93. 2117.1.

    ## 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. )

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    Publicly traded foreign corporations must file an annual statement with the Secretary of State within 150 days after fiscal year end 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 21. Foreign Corporations [2100 - 2117.1] ( Chapter 21 added by Stats. 1975, Ch. 682. ) ## 2117.1. (a) In addition to the statement required pursuant to Section 2117, every publicly traded foreign corporation shall file annually, within 150 days after the end of its fiscal year, on a form prescribed by the Secretary of State, a statement that includes all of the following information: (1) The name of the independent auditor that prepared the most recent auditor’s report on the publicly traded foreign corporation’s annual financial statements. (2) A description of other services, if any, performed for the publicly traded foreign 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 foreign 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 publicly traded foreign corporation paid to each member of the board of directors and paid to each of the five most highly compensated executive officers of the foreign 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 loans, made to any member of the board of directors by the publicly traded foreign corporation during the foreign 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 foreign corporation, its executive officers, or members of the board of directors of the foreign 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 publicly traded foreign corporation was convicted of fraud during the 10 years preceding the date of the statement, which 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 foreign corporation” means a foreign corporation, as defined in Section 171, 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, the foreign corporation’s payment of life insurance premiums, and an advance of litigation expenses, in each instance as permitted according to the applicable law of the state or place of incorporation or organization of the foreign corporation. (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 foreign 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. 27. (SB 251) Effective January 1, 2020.)
  94. 212.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    The bylaws must state how many directors the corporation has, with a minimum of three in general, subject to stated exceptions. After shares are issued, changes to director-number bylaws generally need approval of the outstanding shares, and a reduction below five directors can be blocked by enough negative votes.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 212. (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation; or that the number of directors shall be not less than a stated minimum nor more than a stated maximum (which in no case shall be greater than two times the stated minimum minus one), with the exact number of directors to be fixed, within the limits specified, by approval of the board or the shareholders (Section 153) in the manner provided in the bylaws, subject to paragraph (5) of subdivision (a) of Section 204. The number or minimum number of directors shall not be less than three; provided, however, that (1) before shares are issued, the number may be one, (2) before shares are issued, the number may be two, (3) so long as the corporation has only one shareholder, the number may be one, (4) so long as the corporation has only one shareholder, the number may be two, and (5) so long as the corporation has only two shareholders, the number may be two. After the issuance of shares, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a variable board or vice versa may only be adopted by approval of the outstanding shares (Section 152); provided, however, that a bylaw or amendment of the articles reducing the fixed number or the minimum number of directors to a number less than five cannot be adopted if the votes cast against its adoption at a meeting or the shares not consenting in the case of action by written consent are equal to more than 162/3 percent of the outstanding shares entitled to vote. (b) The bylaws may contain any provision, not in conflict with law or the articles for the management of the business and for the conduct of the affairs of the corporation, including, but not limited to: (1) Any provision referred to in subdivision (b), (c), or (d) of Section 204. (2) The time, place, and manner of calling, conducting, and giving notice of shareholders’, directors’, and committee meetings. (3) The manner of execution, revocation, and use of proxies. (4) The qualifications, duties, and compensation of directors; the time of their annual election; and the requirements of a quorum for directors’ and committee meetings. (5) The appointment and authority of committees of the board. (6) The appointment, duties, compensation, and tenure of officers. (7) The mode of determination of holders of record of its shares. (8) The making of annual reports and financial statements to the shareholders. (c) (1) The bylaws may contain any provision, not in conflict with the articles, to manage and conduct the business affairs of the corporation effective only in an emergency as defined in Section 207, including, but not limited to, procedures for calling a board meeting, quorum requirements for a board meeting, and designation of additional or substitute directors. (2) During an emergency, the board may take any action that it determines to be necessary or appropriate to respond to the emergency, mitigate the effects of the emergency, or comply with lawful federal and state government orders, but shall not take any action that requires the vote of the shareholders, unless the required vote of the shareholders was obtained prior to the emergency. (3) All provisions of the regular bylaws consistent with the emergency bylaws shall remain effective during the emergency, and the emergency bylaws shall not be effective after the emergency ends. (4) Corporate action taken in good faith in accordance with the emergency bylaws binds the corporation, and shall not be used to impose liability on a corporate director, officer, employee, or agent. (Amended by Stats. 2021, Ch. 523, Sec. 2. (AB 663) Effective January 1, 2022.)
  95. 21200.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 3. Medical Associations [21200- 21200.] ( Chapter 3 repealed and added by Stats. 1972, Ch. 962. )

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    Qualified unincorporated medical societies may own and manage property without incorporating, and their members are not personally liable for certain association debts.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 3. Medical Associations [21200- 21200.] ( Chapter 3 repealed and added by Stats. 1972, Ch. 962. ) ## 21200. Any unincorporated association that is an organized medical society limiting its membership to licensed physicians and surgeons and that has as members at least 25 percent of the eligible physicians and surgeons residing in the area in which it functions (which must be at least one county) may, without incorporation, purchase, receive, own, hold, lease, mortgage, pledge, or encumber by deed of trust or otherwise, manage and sell all the real estate and other property as may be convenient for the purposes and objects of the association. However, if the association has less than 100 members, it shall have as members at least a majority of the eligible persons or licensees in the geographic area served by the particular association. The members of that unincorporated association are not individually or personally liable for debts or liabilities contracted or incurred by the association in the acquisition of lands or leases or the purchase, leasing, construction, repairing or furnishing of buildings or other structures to be used for the purposes of the association or for debts or liabilities contracted or incurred by the association in the carrying out or performance of any of its purposes; provided, that the purposes are within the purposes stated in Section 18020. (Amended by Stats. 2004, Ch. 178, Sec. 15. Effective January 1, 2005.)
  96. 213.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. )

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    Every corporation must keep its bylaws at the required office location and make them available to shareholders for inspection.

    ## 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 2. Organization and Bylaws [200 - 213] ( Chapter 2 added by Stats. 1975, Ch. 682. ) ## 213. Every corporation shall keep at its principal office in this state, or if its principal office is not in this state at its principal business office in this state, the original or a copy of its bylaws as amended to date, which shall be open to inspection by the shareholders at all reasonable times during office hours. If the principal office of the corporation is outside this state and the corporation has no principal office in this state, it shall upon the written request of any shareholder furnish to such shareholder a copy of the bylaws as amended to date. (Amended by Stats. 2022, Ch. 617, Sec. 8. (SB 1202) Effective January 1, 2023.)
  97. 21300.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    This section defines “Association” and “Insignia” for Chapter 4 unless the context requires otherwise.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21300. As used in this chapter, the following terms have the meanings set forth in this section, unless the context otherwise requires: (a) “Association” includes any lodge, order, beneficial association, fraternal or beneficial society or association, historical, military, or veterans organization, labor union, foundation, or federation, or any other society, organization, or association, or degree, branch, subordinate lodge, or auxiliary thereof. (b) “Insignia” includes badge, motto, button, decoration, charm, emblem, or rosette. (Enacted by Stats. 1947, Ch. 1038.)
  98. 21301.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    Qualifying associations may register a facsimile or description of their name or insignia with the Secretary of State, and may later alter or cancel it by reregistration.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21301. Any association, the principles and activities of which are not repugnant to the Constitution or laws of the United States or of this State, may register in the office of the Secretary of State a facsimile or description of its name or insignia and may by reregistration alter or cancel it. (Enacted by Stats. 1947, Ch. 1038.)
  99. 21302.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    An association may not register a name or insignia that is similar to an already registered one if it is likely to deceive.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21302. An association shall not be permitted to register any name or insignia similar to or so nearly resembling another name or insignia already registered as may be likely to deceive. (Enacted by Stats. 1947, Ch. 1038.)
  100. 21303.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    The association’s chief officer or officers must file applications for registration, alteration, or cancellation on the form provided by the Secretary of State.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21303. Application for registration, alteration, or cancellation shall be made by the chief officer or officers of the association, upon a form prescribed to be provided by the Secretary of State. The registration shall be for the use and benefit and on behalf of the association, the individual members, and those hereafter to become members thereof. (Amended by Stats. 2022, Ch. 617, Sec. 129. (SB 1202) Effective January 1, 2023.)
  101. 21304.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    The Secretary of State must charge and collect the fee specified in Government Code Section 12191(b)(2) for each registration under this chapter.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21304. The Secretary of State shall charge and collect a fee as set forth in paragraph (2) of subdivision (b) of Section 12191 of the Government Code for each registration made under this chapter. (Amended by Stats. 1999, Ch. 1000, Sec. 38. Effective January 1, 2000.)
  102. 21305.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    When registration occurs, the Secretary of State must issue a certificate stating that the registration has been made.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21305. Upon the registration, the Secretary of State shall issue his certificate setting forth the fact of the registration. (Enacted by Stats. 1947, Ch. 1038.)
  103. 21306.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    The Secretary of State must keep a properly indexed record of registrations under this chapter and show any altered or canceled registration in that record.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21306. The Secretary of State shall keep a properly indexed record of the registrations provided for by this chapter, which record shall also show any altered or canceled registration. (Enacted by Stats. 1947, Ch. 1038.)
  104. 21307.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    A person may not willfully use, wear, or display a registered name or insignia unless authorized by the registering association’s constitution, bylaws, or rules.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21307. Any person who willfully wears, exhibits, or uses for any purpose a name or insignia registered under this chapter, unless he is entitled to use, wear, or exhibit the name or insignia under the constitution, bylaws, or rules of the association which registered it, is guilty of a misdemeanor punishable by fine of not to exceed two hundred dollars ($200) or by imprisonment in the county jail for a period not to exceed 60 days. (Amended by Stats. 1983, Ch. 1092, Sec. 76. Effective September 27, 1983. Operative January 1, 1984, by Sec. 427 of Ch. 1092.)
  105. 21308.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    A court may issue an injunction to stop unauthorized use of an association’s insignia or name.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21308. Any court of competent jurisdiction may restrain by injunction: 1. The wearing or use of the insignia of any association, unless the person wearing or using the insignia is entitled to wear or use the insignia under the constitution, by-laws or rules of the association. 2. The use of the name of any association in a commercial venture, trade or business or in the solicitation of subscriptions for or advertising in any newspaper or other publication or in the solicitation of donations by any person representing directly or indirectly that such commercial venture, trade or business, newspaper or other publication or donation or solicitation for donation, is sponsored, endorsed or being offered by any association, unless the person so using the name is entitled to use the name under the constitution, by-laws or rules of the association or by the written consent of such association to such use. (Added by Stats. 1955, Ch. 1472.)
  106. 21309.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    In an action under Section 21308, a plaintiff does not have to prove actual damages or injury, but may recover actual damages if any were sustained, in addition to injunctive relief.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21309. In any action under Section 21308 it is not necessary to allege or prove actual damages or the threat thereof, or actual injury or the threat thereof to the plaintiff, but in addition to injunctive relief any plaintiff in any such action is entitled to recover the amount of the actual damages, if any, sustained by such plaintiff. (Added by Stats. 1955, Ch. 1472.)
  107. 21310.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. )

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    Using an association’s name or insignia without being entitled to do so, or without the association’s written consent, is presumptive evidence of unlawful use or traffic in that name or insignia.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 4. Insignia [21300 - 21310] ( Chapter 4 enacted by Stats. 1947, Ch. 1038. ) ## 21310. The use of the name or insignia of any association by any person not entitled to use the same under the constitution, by-laws, rules or regulations of the association or by the written consent of such association, is presumptive evidence of the unlawful use of or traffic in such name or insignia. (Added by Stats. 1955, Ch. 1472.)
  108. 21400.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 5. Death Benefit Payments by Fraternal Societies [21400 - 21401] ( Chapter 5 enacted by Stats. 1947, Ch. 1038. )

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    Some fraternal societies and lodges must limit death-benefit payments to nonlisted beneficiaries to the amount left after burial expenses are covered.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 5. Death Benefit Payments by Fraternal Societies [21400 - 21401] ( Chapter 5 enacted by Stats. 1947, Ch. 1038. ) ## 21400. Whenever any fraternal society or lodge, other than a society subject to supervision by the Insurance Commissioner, pays benefits contingent on the death of a member, beneficiaries other than the following relatives by blood, marriage, or adoption shall be paid only the excess of the amount of the benefits over the expense of burial of the member: Spouse, relative by blood to the fourth degree, father-in-law, mother-in-law, son-in-law, daughter-in-law, stepfather, stepmother, stepchildren, children by legal adoption, and parents by legal adoption. (Enacted by Stats. 1947, Ch. 1038.)
  109. 21401.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 5. Death Benefit Payments by Fraternal Societies [21400 - 21401] ( Chapter 5 enacted by Stats. 1947, Ch. 1038. )

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    A fraternal society or lodge that makes a payment in violation of this chapter is liable for the member’s burial expense, up to the amount paid in violation.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 2. NONPROFIT ASSOCIATIONS [18605 - 21401] ( Heading of Part 2 renumbered from Part 1 by Stats. 1972, Ch. 962. ) ## CHAPTER 5. Death Benefit Payments by Fraternal Societies [21400 - 21401] ( Chapter 5 enacted by Stats. 1947, Ch. 1038. ) ## 21401. Any fraternal society or lodge which makes any payment in violation of this chapter is liable for the expense of burial of the member to the extent of the amount paid in violation thereof. (Enacted by Stats. 1947, Ch. 1038.)
  110. 2200.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A corporation that fails to keep required records, prepare required financial statements, or give required shareholder advice can be penalized under 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2200. Every corporation that neglects, fails, or refuses: (a) to keep or cause to be kept or maintained the record of shareholders or books of account required by this division to be kept or maintained, (b) to prepare or cause to be prepared or submitted the financial statements required by this division to be prepared or submitted, or (c) to give any shareholder of record the advice required by subdivision (f) of Section 2115, is subject to penalty as provided in this section. The penalty shall be twenty-five dollars ($25) for each day that the failure or refusal continues, up to a maximum of one thousand five hundred dollars ($1,500), beginning 30 days after receipt of the written request that the duty be performed from one entitled to make the request, except that, in the case of a failure to give advice required by subdivision (f) of Section 2115, the 30-day period shall run from the date of receipt of the request made pursuant to subdivision (f) of Section 2115, and no additional request is required by this section. The penalty shall be paid to the shareholder or shareholders jointly making the request for performance of the duty, and damaged by the neglect, failure, or refusal, if suit therefor is commenced within 90 days after the written request is made, including any request made pursuant to subdivision (f) of Section 2115; but the maximum daily penalty because of failure to comply with any number of separate requests made on any one day or for the same act shall be two hundred fifty dollars ($250). (Amended by Stats. 2001, Ch. 159, Sec. 44. Effective January 1, 2002.)
  111. 22000.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. )

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    A person must not, without authorization, use another person’s name in a joint stock association prospectus, circular, advertisement, or announcement in a way that suggests that person is an officer, agent, member, or promoter.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. ) ## 22000. Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular, or other advertisement, or announcement of any joint stock association, existing or intended to be formed, with intent to permit the document to be published, and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, member, or promoter of such association, is guilty of a misdemeanor. (Enacted by Stats. 1947, Ch. 1038.)
  112. 22001.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. )

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    Directors, officers, and agents of a joint stock association must not knowingly help make or publish false or exaggerated reports or documents about the association’s affairs or value of its stock.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. ) ## 22001. Every director, officer, or agent of any joint stock association is guilty of a felony who knowingly concurs in making, publishing, or posting either generally or privately to the stockholders or other persons, any written report, exhibit, or statement of its affairs or pecuniary condition, or book or notice containing any material statement which is false, or any untrue or wilfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such association a greater value or a less apparent or market value than they really possess. (Enacted by Stats. 1947, Ch. 1038.)
  113. 22002.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. )

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    Certain directors, officers, agents, or members of a joint stock association commit a public offense if they fraudulently handle association property or falsify association records.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. ) ## 22002. (a) Every director, officer, or agent of any joint stock association, who knowingly receives or possesses himself of any property of the association, otherwise than in payment of a just demand, and, with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of the association, is guilty of a public offense. (b) Every director, officer, agent, or member of any joint stock association who, with intent to defraud, destroys, alters, mutilates, or falsifies any of the books, papers, writings, or securities belonging to the association, or makes or concurs in making any false entries, or omits or concurs in omitting to make any material entry in any book of accounts or other record or document kept by the association, is guilty of a public offense. (c) Each public offense specified in this section is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by imprisonment in a county jail not exceeding one year, or a fine not exceeding one thousand dollars ($1,000), or by both that fine and imprisonment. (Amended by Stats. 2011, Ch. 15, Sec. 46. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
  114. 22003.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. )

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    For this part, every director of a joint stock association is treated as knowing enough about the association’s affairs to judge whether directors’ acts, proceedings, or omissions violate the part.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 3. JOINT STOCK ASSOCIATIONS [22000 - 22003] ( Heading of Part 3 renumbered from Part 2 by Stats. 1972, Ch. 962. ) ## 22003. For the purposes of this part every director of a joint stock association is deemed to possess such knowledge of the affairs of his association as to enable him to determine whether any act, proceeding, or omission of its directors is a violation of this part. (Enacted by Stats. 1947, Ch. 1038.)
  115. 2201.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    An officer responsible for recording share transfers and issuing certificates or statements can be penalized if they unreasonably fail to do so after a written request from an entitled person.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2201. Any officer of a corporation charged with the duty of entering a transfer of shares upon the books of the corporation and issuing a share certificate or, with respect to uncertificated securities, an initial transaction statement or written statements, who unreasonably neglects, fails or refuses to perform such duty after written request by any person entitled thereto is subject to a penalty of one hundred dollars ($100) and the further penalty of ten dollars ($10) for each day that such default continues, beginning five days after receipt of the request, up to a maximum of five hundred dollars ($500). The penalty shall be paid to each person aggrieved. It may be enforced by action and shall be in addition to all other remedies. Every director or other officer unreasonably causing such neglect, failure or refusal to make such entries upon the books of the corporation or to issue a certificate or, with respect to uncertificated securities, an initial transaction statement or written statements, for shares to a person entitled thereto is subject to a like penalty. (Amended by Stats. 1986, Ch. 766, Sec. 27.)
  116. 2202.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    Penalties under Sections 2200 or 2201 are added to other remedies, and a court may reduce, remit, or suspend the penalty if the failure was inadvertent or excusable.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2202. Any penalty prescribed by Section 2200 or Section 2201 shall be in addition to any remedy by injunction or action for damages or by writ of mandate for the nonperformance of acts and duties enjoined by law upon the corporation or its directors or officers. The court in which an action for any such penalty is brought may reduce, remit or suspend the penalty on such terms and conditions as it may deem reasonable when it is made to appear that the neglect, failure or refusal was inadvertent or excusable. (Repealed and added by Stats. 1975, Ch. 682.)
  117. 2203.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A foreign corporation that does intrastate business in California without the required certificate may face daily penalties and limits on using California courts until it complies and pays required amounts.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2203. (a) Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to a penalty of twenty dollars ($20) for each day that unauthorized intrastate business is transacted; and the foreign corporation, by transacting unauthorized intrastate business, shall be deemed to consent to the jurisdiction of the courts of California in any civil action arising in this state in which the corporation is named a party defendant. (b) The penalty established by subdivision (a) of this section shall be assessed according to the number of days it is found that the corporation has been willfully doing unauthorized intrastate business. Prosecution under this section may be brought, and the money penalty recovered thereby shall be paid, in the manner provided by Section 2258 for a prosecution brought under that section. The amount of the penalty assessed shall be determined by the court based upon the circumstances, including the size of the corporation and the willfulness of the violation. (c) A foreign corporation subject to the provisions of Chapter 21 (commencing with Section 2100) which transacts intrastate business without complying with Section 2105 shall not maintain any action or proceeding upon any intrastate business so transacted in any court of this state, commenced prior to compliance with Section 2105, until it has complied with the provisions thereof and has paid to the Secretary of State a penalty of two hundred fifty dollars ($250) in addition to the fees due for filing the statement and designation required by Section 2105 and has filed with the clerk of the court in which the action is pending receipts showing the payment of the fees and penalty and all franchise taxes and any other taxes on business or property in this state that should have been paid for the period during which it transacted intrastate business. (Amended by Stats. 1990, Ch. 926, Sec. 1.)
  118. 2204.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    If a corporation fails to file the Section 1502 statement, the Secretary of State must notify it, and may later certify it to the Franchise Tax Board, which must assess the penalty unless an exception applies.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2204. (a) Upon the failure of a corporation to file the statement required by Section 1502, the Secretary of State shall provide a notice of that delinquency to the corporation. The notice shall also contain information concerning the application of this section, advise the corporation of the penalty imposed by Section 19141 of the Revenue and Taxation Code for failure to timely file the required statement after notice of the delinquency has been provided by the Secretary of State, and shall advise the corporation of its right to request relief from the Secretary of State because of reasonable cause or unusual circumstances that justify the failure to file. If, within 60 days of providing notice of the delinquency, a statement pursuant to Section 1502 has not been filed by the corporation, the Secretary of State shall certify the name of the corporation to the Franchise Tax Board. (b) Upon certification pursuant to subdivision (a), the Franchise Tax Board shall assess against the corporation the penalty provided in Section 19141 of the Revenue and Taxation Code. (c) The penalty herein provided shall not apply to a corporation that on or prior to the date of certification pursuant to subdivision (a) has dissolved, has converted to another type of business entity, or has been merged into another corporation or other business entity. (d) The penalty herein provided shall not apply and the Secretary of State need not provide a notice of the delinquency to a corporation if the corporate powers, rights, and privileges have been suspended by the Franchise Tax Board pursuant to Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code on or prior to, and remain suspended on, the last day of the filing period pursuant to Section 1502. The Secretary of State need not provide notice of the filing requirement pursuant to Section 1502 to a corporation if the corporate powers, rights, and privileges have been so suspended by the Franchise Tax Board on or prior to, and remain suspended on, the day the Secretary of State prepares the notice for sending. (e) If, after certification pursuant to subdivision (a), the Secretary of State finds (1) the required statement was filed before the expiration of the 60-day period after providing notice of the delinquency, or (2) the failure to provide notice of delinquency was due to an error of the Secretary of State, the Secretary of State shall promptly decertify the name of the corporation to the Franchise Tax Board. The Franchise Tax Board shall then promptly abate any penalty assessed against the corporation pursuant to Section 19141 of the Revenue and Taxation Code. (f) If the Secretary of State determines that the failure of a corporation to file the statement required by Section 1502 is excusable because of reasonable cause or unusual circumstances that justify the failure, the Secretary of State may waive the penalty imposed by this section and by Section 19141 of the Revenue and Taxation Code, in which case the Secretary of State shall not certify the name of the corporation to the Franchise Tax Board, or if already certified, the Secretary of State shall promptly decertify the name of the corporation. (Amended by Stats. 2014, Ch. 834, Sec. 8. (SB 1041) Effective January 1, 2015.)
  119. 2205.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A corporation that misses required Section 1502 filings under the stated conditions is suspended instead of penalized, and the Secretary of State must give notice before and after suspension.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2205. (a) A corporation that (1) fails to file a statement pursuant to Section 1502 for an applicable filing period, (2) has not filed a statement pursuant to Section 1502 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 2204 for the same filing period, is subject to suspension pursuant to this section rather than to penalty pursuant to Section 2204. (b) When subdivision (a) is applicable, the Secretary of State shall provide a notice to the corporation informing the corporation that its corporate powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 1502. (c) After the expiration of the 60-day period without any statement filed pursuant to Section 1502, the Secretary of State shall notify the Franchise Tax Board of the suspension and provide a notice of the suspension to the corporation, and thereupon, the corporate powers, rights, and privileges of the corporation are suspended, except for the purpose of filing an application for exempt status or amending the articles of incorporation as necessary either to perfect that application or to set forth a new name. (d) A statement pursuant to Section 1502 may be filed notwithstanding suspension of the corporate powers, rights, and privileges pursuant to this section or Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 1502 by a corporation that has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. (Amended by Stats. 2011, Ch. 204, Sec. 6. (AB 657) Effective January 1, 2012.)
  120. 2205.5.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A domestic corporation can be administratively dissolved if its powers have been suspended for at least 60 continuous months, and the section sets notice, objection, cure, and dissolution steps.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2205.5. (a) A domestic corporation, as defined in Section 167, may be subject to administrative dissolution pursuant to this section if, as of January 1, 2019, or at any time thereafter, the corporation’s corporate powers, rights, and privileges are, and have been, suspended by the Franchise Tax Board pursuant to Article 7 (commencing with Section 23301) of Chapter 2 of Part 11 of Division 2 of the Revenue and Taxation Code for a period of not less than 60 continuous months. (b) Prior to administrative dissolution of the corporation, the corporation shall be notified of the pending administrative dissolution as follows: (1) The Franchise Tax Board shall mail written notice to the last known address of the corporation. (2) If the corporation does not have a valid address in the records of the Franchise Tax Board, the notice provided in subdivision (d) shall be deemed sufficient notice prior to administrative dissolution. (c) The Franchise Tax Board shall transmit to the Secretary of State the names and Secretary of State file numbers of the corporations subject to administrative dissolution pursuant to this section. (d) The Secretary of State shall provide 60 days’ notice of the pending administrative dissolution on its Internet Web site by listing the corporation’s name and the Secretary of State’s file number. The Secretary of State shall also, in conjunction with the information above, provide instructions for a corporation to submit a written objection of the pending administrative dissolution to the Franchise Tax Board, before the expiration of the 60 day’s notice. (e) (1) A corporation may provide the Franchise Tax Board with a written objection to the administrative dissolution. (2) The Franchise Tax Board shall notify the Secretary of State if a written objection has been received. (f) If a written objection to the administrative dissolution is not received by the Franchise Tax Board during the 60-day period described in subdivision (d), the corporation shall be administratively dissolved pursuant to this section. The certificate of dissolution of the Secretary of State shall be prima facie evidence of the administrative dissolution. (g) (1) If the written objection of a corporation to the administrative dissolution has been received by the Franchise Tax Board before the expiration of the 60-day period described in subdivision (d), that corporation shall have an additional 90 days from the date the written objection is received by the Franchise Tax Board to file returns, pay or otherwise satisfy all accrued taxes, penalties, and interest, file a current Statement of Information with the Secretary of State, fulfill any other requirements to be eligible, and apply for revivor. (2) (A) If the conditions in paragraph (1) are satisfied, the administrative dissolution shall be canceled. (B) If the conditions in paragraph (1) are not satisfied, the corporation shall be administratively dissolved pursuant to this section as of the later of the date that is 90 days after the receipt of the written objection or after the period in paragraph (3), if so extended. (3) The Franchise Tax Board may extend the 90-day period in paragraph (1), but for no more than one period of 90 days. (h) Upon administrative dissolution pursuant to this section, the corporation’s liabilities for qualified taxes, interest, and penalties, as defined in paragraph (2) of subdivision (b) of Section 23310 of the Revenue and Taxation Code, if any, shall be abated. Any actions taken by the Franchise Tax Board to collect the abated liability shall be released, withdrawn, or otherwise terminated by the Franchise Tax Board and no subsequent administrative or civil action shall be taken or brought to collect all or part of that amount. (i) If the corporation is administratively dissolved pursuant to this section, the liability to creditors, if any, is not discharged. The liability of the directors, shareholders, transferees, or other persons related to the administratively dissolved corporation is not discharged. (j) The administrative dissolution of a corporation pursuant to this section shall not diminish or adversely affect the ability of the Attorney General to enforce liabilities as otherwise provided by law. (k) No administrative appeal, writ, or other judicial action may be taken based on the Franchise Tax Board’s or the Secretary of State’s actions pursuant to this section, except pursuant to subdivision (h) if related to repayment of amounts erroneously received after administrative dissolution has occurred. (l) Upon administrative dissolution, the corporate rights, powers, and privileges of the corporation shall cease. (Added by Stats. 2018, Ch. 679, Sec. 1. (AB 2503) Effective January 1, 2019.)
  121. 2206.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    This section says certain foreign corporations are subject to sections 2204 and 2205 for filings under section 2117, and it allows a foreign nonprofit corporation that has lost its powers in the state to apply for exempt status. It also says that forfeiture does not bar a foreign corporation from doing business in the state if the later business would not require qualification under sections 191 and 2105.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2206. (a) Sections 2204 and 2205 apply to foreign corporations with respect to the statements required to be filed by Section 2117. For this purpose, the suspension of the corporate powers, rights, and privileges of a domestic corporation shall mean the forfeiture of the exercise of the corporate powers, rights, and privileges of a foreign corporation in this state. (b) A foreign nonprofit corporation which has suffered the forfeiture of the exercise of the corporate powers, rights, and privileges in this state may nevertheless file an application for exempt status as specified in Section 23301 of the Revenue and Taxation Code. (c) The forfeiture of the exercise of the corporate powers, rights, and privileges of a foreign corporation in this state as used in subdivision (a) does not prohibit the transaction of business in this state by a foreign corporation if the business transacted subsequent to the forfeiture would not, considered as an entirety, require the foreign corporation to obtain a certificate of qualification pursuant to Sections 191 and 2105. (Added by Stats. 1985, Ch. 764, Sec. 8. Operative July 1, 1986, by Sec. 11 of Ch. 764.)
  122. 2207.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A corporation covered by this section must notify the Attorney General or the appropriate government agency, and its shareholders, in writing within 30 days after it learns of certain misconduct, or it may face a civil penalty of up to $1,000,000.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2207. (a) A corporation is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the corporation does both of the following: (1) Has actual knowledge that an officer, director, manager, or agent of the corporation does any of the following: (A) Makes, publishes, or posts, or has made, published, or posted, either generally or privately to the shareholders or other persons, either of the following: (i) An oral, written, or electronically transmitted report, exhibit, notice, or statement of its affairs or pecuniary condition that includes a material statement or omission that is false and intended to give the shares of stock in the corporation a materially greater or a materially less apparent market value than they really possess. (ii) An oral, written, or electronically transmitted report, prospectus, account, or statement of operations, values, business, profits, or expenditures, that includes a material false statement or omission intended to give the shares of stock in the corporation a materially greater or a materially less apparent market value than they really possess. (B) Refuses, or has refused to make, any book entry or post any notice required by law in the manner required by law. (C) Misstates or conceals, or has misstated or concealed, from a regulatory body a material fact in order to deceive a regulatory body to avoid a statutory or regulatory duty, or to avoid a statutory or regulatory limit or prohibition. (2) Within 30 days after actual knowledge is acquired of the actions described in paragraph (1), the corporation knowingly fails to do both of the following: (A) Notify the Attorney General or appropriate government agency in writing, unless the corporation has actual knowledge that the Attorney General or appropriate government agency has been notified. (B) Notify its shareholders in writing, unless the corporation has actual knowledge that the shareholders have been notified. (b) The requirement for notification under this section does not apply if the action taken or about to be taken by the corporation, or by an officer, director, manager, or agent of the corporation under paragraph (1) of subdivision (a), is abated within the time prescribed for reporting, unless the appropriate government agency requires disclosure by regulation. (c) If the action reported to the Attorney General pursuant to this section implicates the government authority of an agency other than the Attorney General, the Attorney General shall promptly forward the written notice to that agency. (d) If the Attorney General was not notified pursuant to subparagraph (A) of paragraph (2) of subdivision (a), but the corporation reasonably and in good faith believed that it had complied with the notification requirements of this section by notifying a government agency listed in paragraph (5) of subdivision (e), no penalties shall apply. (e) For purposes of this section: (1) “Manager” means a person having both of the following: (A) Management authority over a business entity. (B) Significant responsibility for an aspect of a business that includes actual authority for the financial operations or financial transactions of the business. (2) “Agent” means a person or entity authorized by the corporation to make representations to the public about the corporation’s financial condition and who is acting within the scope of the agency when the representations are made. (3) “Shareholder” means a person or entity that is a shareholder of the corporation at the time the disclosure is required pursuant to subparagraph (B) of paragraph (2) of subdivision (a). (4) “Notify its shareholders” means to give sufficient description of an action taken or about to be taken that would constitute acts or omissions as described in paragraph (1) of subdivision (a). A notice or report filed by a corporation with the United States Securities and Exchange Commission that relates to the facts and circumstances giving rise to an obligation under paragraph (1) of subdivision (a) shall satisfy all notice requirements arising under paragraph (2) of subdivision (a), but is not the exclusive means of satisfying the notice requirements, if the Attorney General or appropriate agency is informed in writing that the filing has been made together with a copy of the filing or an electronic link where it is available online without charge. (5) “Appropriate government agency” means an agency on the following list that has regulatory authority with respect to the financial operations of a corporation: (A) Department of Financial Protection and Innovation. (B) Department of Insurance. (C) Department of Managed Health Care. (D) United States Securities and Exchange Commission. (6) “Actual knowledge of the corporation” means the knowledge an officer or director of a corporation actually possesses or does not consciously avoid possessing, based on an evaluation of information provided pursuant to the corporation’s disclosure controls and procedures. (7) “Refuse to make a book entry” means the intentional decision not to record an accounting transaction when all of the following conditions are satisfied: (A) The independent auditors required recordation of an accounting transaction during the course of an audit. (B) The corporation’s audit committee has not approved the independent auditor’s recommendation. (C) The decision is made for the primary purpose of rendering the financial statements materially false or misleading. (8) “Refuse to post any notice required by law” means an intentional decision not to post a notice required by law when all of the following conditions exist: (A) The decision not to post the notice has not been approved by the corporation’s audit committee. (B) The decision is intended to give the shares of stock in the corporation a materially greater or a materially less apparent market value than they really possess. (9) “Misstate or conceal material facts from a regulatory body” means an intentional decision not to disclose material facts when all of the following conditions exist: (A) The decision not to disclose material facts has not been approved by the corporation’s audit committee. (B) The decision is intended to give the shares of stock in the corporation a materially greater or a materially less apparent market value than they really possess. (10) “Material false statement or omission” means an untrue statement of material fact or an omission to state a material fact necessary in order to make the statements made under the circumstances under which they were made not misleading. (11) “Officer” means any person as set forth in Rule 16a-1 promulgated under the Securities Exchange Act of 1934 or any successor regulation thereto, except an officer of a subsidiary corporation who is not also an officer of the parent corporation. (f) This section only applies to corporations that are issuers, as defined in Section 2 of the Sarbanes-Oxley Act of 2002 (15 U.S.C. Sec. 7201 et seq.). (g) An action to enforce this section may only be brought by the Attorney General or a district attorney or city attorney in the name of the people of the state. (Amended by Stats. 2022, Ch. 452, Sec. 49. (SB 1498) Effective January 1, 2023.)
  123. 2251.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    Corporate promoters, directors, and officers may not knowingly and willfully issue or approve certain securities certificates or statements in violation of the division with intent to defraud; doing so is a misdemeanor.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2251. Any promoter, director or officer of a corporation who knowingly and willfully issues or consents to the issuance of certificates for certificated securities, or initial transaction statements or written statements for uncertificated securities, in violation of this division with intent to defraud present or future shareholders, subscribers, purchasers of shares or creditors is guilty of a misdemeanor punishable by a fine of not more than one thousand dollars ($1,000) or imprisonment for not more than one year or both. (Amended by Stats. 1986, Ch. 766, Sec. 28.)
  124. 2252.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A person must not sign a fictitious name, or sign another person’s name with knowledge of false intent or noncompliance, on a stock subscription or agreement; doing so is a misdemeanor.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2252. Every person (a) who signs the name of a fictitious person to any subscription for or agreement to take stock in any domestic or foreign corporation, existing or proposed, or (b) who signs to any subscription or agreement the name of any person, knowing that the person has no means or does not intend in good faith to comply with all the terms thereof or that there is any understanding or agreement that the terms of the subscription or agreement are not to be complied with or enforced, is guilty of a misdemeanor. (Added by Stats. 1975, Ch. 682.)
  125. 2253.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A director of a stock corporation must not knowingly and fraudulently approve a dividend or asset distribution outside what law allows.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2253. Any director of a stock corporation, domestic or foreign, who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent purpose, to make any dividend or distribution of assets except in the cases and in the manner allowed by law, either with the design of defrauding creditors or shareholders or of giving a false appearance to the value of the stock and thereby defrauding subscribers or purchasers, is guilty of a misdemeanor, punishable by a fine of not more than one thousand dollars ($1,000) or imprisonment for not more than one year or both. (Added by Stats. 1975, Ch. 682.)
  126. 2254.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    Directors, officers, or agents of a corporation commit a felony if they knowingly help make or post false or exaggerated corporate reports or other documents, or if they refuse to make required book entries or notices.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2254. Every director, officer or agent of any corporation, domestic or foreign, is guilty of a felony (a) who knowingly concurs in making, publishing or posting either generally or privately to the shareholders or other persons (1) any written report, exhibit, statement of its affairs or pecuniary condition or notice containing any material statement which is false, or (2) any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures or prospects, or (3) any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really possess, or (b) who refuses to make any book entry or post any notice required by law in the manner required by law. (Added by Stats. 1975, Ch. 682.)
  127. 2255.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    Corporate directors, officers, agents, and some shareholders commit a public offense if they fraudulently hide, falsify, or fail to record certain corporate property or records.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2255. (a) Every director, officer or agent of any corporation, domestic or foreign, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment of a just demand, and, with intent to defraud, omits to make, or to cause or direct to be made, a full and true entry thereof in the books or accounts of the corporation is guilty of a public offense. (b) Every director, officer, agent or shareholder of any corporation, domestic or foreign, who, with intent to defraud, destroys, alters, mutilates or falsifies any of the books, papers, writings or securities belonging to the corporation or makes or concurs in omitting to make any material entry in any book of accounts or other record or document kept by the corporation is guilty of a public offense. (c) Each public offense specified in this section is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by imprisonment in a county jail not exceeding one year, or a fine not exceeding one thousand dollars ($1,000), or by both that fine and imprisonment. (Amended by Stats. 2011, Ch. 15, Sec. 38. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
  128. 2256.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    Certain corporate officers, agents, clerks, and organizers must not knowingly show false, forged, or altered documents to authorized public officers or boards to deceive them.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2256. Every officer, agent or clerk of any corporation, domestic or foreign, or any person proposing to organize such a corporation or to increase the capital stock of any such corporation, who knowingly exhibits any false, forged or altered book, paper, voucher, security or other instrument of evidence to any public officer or board authorized by law to examine the organization of such corporation or to investigate its affairs or to allow an increase of its capital, with intent to deceive such officer or board in respect thereto, is punishable by imprisonment pursuant to subdivision (h) of Section 1170 of the Penal Code, or by imprisonment in a county jail for not exceeding one year. (Amended by Stats. 2011, Ch. 15, Sec. 39. (AB 109) Effective April 4, 2011. Operative October 1, 2011, by Sec. 636 of Ch. 15, as amended by Stats. 2011, Ch. 39, Sec. 68.)
  129. 2257.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A person must not, without authorization, put another person's name on a corporation-related prospectus, circular, advertisement, or announcement to make people think that person is connected with the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2257. Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular or other advertisement or announcement of any corporation, domestic or foreign, whether existing or intended to be formed, with intent to permit the document to be published and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, shareholder or promoter of such corporation, when in fact no such relationship exists to the knowledge of such person, is guilty of a misdemeanor. (Added by Stats. 1975, Ch. 682.)
  130. 2258.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A foreign corporation subject to Chapter 21 must not transact intrastate business without complying with that chapter. A violation is a misdemeanor punishable by a $500 to $1,000 fine.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2258. Any foreign corporation subject to the provisions of Chapter 21 which transacts intrastate business without complying therewith is guilty of a misdemeanor, punishable by fine of not less than five hundred dollars ($500) nor more than one thousand dollars ($1,000), to be recovered in any court of competent jurisdiction. Prosecution under this section may be brought by the Attorney General or by any district attorney. If brought by the latter, one-half of the fine collected shall be paid to the treasurer of the county in which the conviction was had and one-half to the State Treasurer. If brought by the Attorney General the entire amount of fine collected shall be paid to the State Treasurer to the credit of the General Fund of the state. (Added by Stats. 1975, Ch. 682.)
  131. 2259.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    A person who knowingly transacts intrastate business for an unauthorized foreign corporation in this state commits a misdemeanor and can be fined.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2259. Any person who transacts intrastate business on behalf of a foreign corporation which is not authorized to transact such business in this state, knowing that it is not so authorized, is guilty of a misdemeanor punishable by fine of not less than fifty dollars ($50) nor more than six hundred dollars ($600). (Amended by Stats. 1983, Ch. 1092, Sec. 75. Effective September 27, 1983. Operative January 1, 1984, by Sec. 427 of Ch. 1092.)
  132. 2260.

    ## 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 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. )

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    In certain prosecutions, a corporation cannot rely on being a foreign corporation as a defense if it was doing business or keeping an office in this state.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22. Crimes and Penalties [2200 - 2260] ( Chapter 22 added by Stats. 1975, Ch. 682. ) ## 2260. In a prosecution for a violation of Section 2252, 2253, 2254, 2255, 2256 or 2257, the fact that the corporation was a foreign corporation is not a defense, if it was carrying on business or keeping an office therefor within this state. (Amended by Stats. 1976, Ch. 641.)
  133. 2280.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    This section creates the Victims of Corporate Fraud Compensation Fund, puts it in the State Treasury, and assigns the Secretary of State to administer it and adopt regulations.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2280. The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fund shall be administered by the Secretary of State for the sole purpose of providing restitution to the victims of a corporate fraud. The Secretary of State shall adopt regulations in furtherance of the administration of this chapter. Notwithstanding Section 13340 of the Government Code, the money in the fund is continuously appropriated to the Secretary of State for the purposes authorized by this chapter. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  134. 2281.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    This section defines terms used in the chapter on the Victims of Corporate Fraud Compensation Fund.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2281. As used in this chapter: (a) “Agent” means a person who was an officer or director of a corporation, as defined in subdivision (e), at the time the fraudulent acts occurred, was named in a final criminal restitution order in connection with the fraudulent acts, and was acting in the person’s capacity as the corporation’s officer or director when committing the fraudulent acts. (b) “Application” means a request for payment from the fund submitted to the Secretary of State pursuant to this chapter. (c) “Claimant” means an aggrieved person who resides in the state at the time of the fraud and who submits an application pursuant to this chapter. (d) “Complaint,” for the purpose of an application based on a criminal restitution order, means the facts of the underlying transaction or transactions upon which the criminal restitution order is based. (e) “Corporation” means a domestic corporation as defined by Section 162 or 2509 or a foreign corporation that is qualified to transact business in California pursuant to Section 2105. (f) “Court of competent jurisdiction” means a state or federal court situated in California. (g) “Final judgment” means a judgment, arbitration award, or criminal restitution order for which appeals have been exhausted or for which the period for appeal has expired, enforcement of which is not barred by the order of any court or by any statutory provision, which has not been nullified or rendered void by any court order or statutory provision, and for which the claimant has not otherwise been fully reimbursed. The following are examples of final judgments: (1) A civil judgment that has been entered against a corporation for fraud, misrepresentation, or deceit, with the intent to defraud, and includes findings of facts and conclusions of law. (2) If the matter was submitted to arbitration, a copy of the arbitration decision and any other documentation supporting the arbitration award. An arbitration award against a corporation for conduct constituting fraud, misrepresentation, or deceit, with the intent to defraud, that includes findings of fact and conclusions of law rendered in accordance with the rules established by the American Arbitration Association or another recognized arbitration body, and in accordance with Sections 1280 to 1294.2, inclusive, of the Code of Civil Procedure where applicable, and where the arbitration award has been confirmed and reduced to judgment pursuant to Section 1287.4 of the Code of Civil Procedure. (3) A criminal restitution order issued by a court of competent jurisdiction against a corporation, or an agent of the corporation, for fraud, misrepresentation, or deceit, with the intent to defraud, pursuant to subdivision (f) of Section 1202.4 of the Penal Code or Section 3663 of Title 18 of the United States Code. An application for payment from the fund that is based on a criminal restitution order shall comply with all of the requirements of this chapter. (h) “Fund” means the Victims of Corporate Fraud Compensation Fund created by Section 2280. (i) “Judgment debtor” means a corporation or agent against which a judgment, arbitration award, or criminal restitution order has been entered for conduct constituting intentional fraud. (Amended by Stats. 2016, Ch. 390, Sec. 1. (AB 2759) Effective January 1, 2017.)
  135. 2282.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    A qualifying claimant may apply to the Secretary of State for payment from the fund, but the application must be filed within 18 months after the judgment becomes final.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2282. (a) When an aggrieved person obtains a final judgment in a court of competent jurisdiction against a corporation based upon the corporation’s fraud, misrepresentation, or deceit, made with intent to defraud, or obtains a criminal restitution order against an agent based upon the agent's fraud, misrepresentation, or deceit, made with intent to defraud while acting in the agent’s capacity as the corporation’s officer or director, the aggrieved person may, upon the judgment becoming final and after diligent collection efforts are made, file an application with the Secretary of State for payment from the fund, within the limitations specified in Section 2289, for the amount unpaid on the judgment that represents the awarded actual and direct loss, any awarded compensatory damages, and awarded costs to the claimant in the final judgment, excluding punitive damages. (b) The application shall be delivered in person or by certified mail to the Secretary of State not later than 18 months after the judgment has become final. (c) The application shall be made on a form prescribed by the Secretary of State and shall include each of the following: (1) The name and address of the claimant. (2) If the claimant is represented by an attorney for the application, the name, business address, and telephone number of the attorney. If the claimant is not represented by an attorney for the application, a telephone number where the claimant can be reached during regular business hours shall be included. (3) The name and address of the corporation and the agent, if any. (4) The identification of the final judgment, the amount of the claim that remains unreimbursed from any source, and an explanation of the claim’s computation. (5) A copy of a final judgment and a copy of the civil complaint and any amendments thereto upon which the judgment finding fraud, misrepresentation, or deceit, made with the intent to defraud, was made shall be deemed to satisfy compliance with the requirements prescribed in this paragraph. The claimant may also provide any additional documentation that he or she believes may help the Secretary of State in evaluating the application, including, but not limited to, evidence submitted to the court in the underlying judgment or a detailed narrative statement of facts in explanation of the allegations of the complaint upon which the underlying judgment is based. (6) If the final judgment is a criminal restitution order, the claimant shall provide the charging document and the restitution order, and if the defendant is an agent, documentation showing the defendant named in the restitution order is an agent as defined in this chapter. (7) A description of searches and inquiries conducted by or on behalf of the claimant with respect to the judgment debtor’s assets liable to be sold or applied to satisfaction of the judgment. A court’s determination or finding of the judgment debtor’s insolvency or lack of assets to pay the claimant shall be deemed to satisfy the requirements prescribed in this paragraph. (8) Each of the following representations by the claimant: (A) That the claimant is not a spouse, registered domestic partner, or an immediate family member of an employee, officer, director, managing agent, or other principal of the corporation nor a personal representative of the spouse, registered domestic partner, or an immediate family member of an employee, officer, director, managing agent, or other principal of the corporation. (B) That the claimant has complied with all of the requirements of this section. (C) That the judgment underlying the claim meets the requirements of subdivisions (a) and (b), including all of the following: (i) That the judgment was for fraud, misrepresentation, or deceit by the corporation or the agent of the corporation, with the intent to defraud. (ii) That the judgment is unpaid in part or in whole. (iii) That the underlying judgment and debt have not been discharged in bankruptcy, or the underlying judgment is statutorily nondischargeable, or, in the case of a bankruptcy proceeding that is open at or after the time of the filing of the application, that the judgment and debt have been declared to be nondischargeable by the judge or stipulated as nondischargeable by the parties in the proceeding and that the claimant has been granted permission by the bankruptcy court to proceed with collection or otherwise proceed with the claimant’s claims against the judgment debtor or debtors. (D) That the claimant does not have a pending claim and has not collected on the final judgment from any other restitution fund. If the claimant has a pending claim or has collected from another fund, a description of the nature of the pending claim and the recovery amounts from any restitution fund. (d) (1) Except as provided in paragraphs (2), (3), and (4) the Secretary of State shall not condition an award of payment from the fund upon a claimant providing any additional information or documents other than those prescribed in subdivision (c). (2) If the final judgment in favor of the claimant was by default, stipulated, a consent judgment, or pursuant to Section 594 of the Code of Civil Procedure or if the action against the corporation or its agent was defended by a trustee in bankruptcy, the Secretary of State may request additional documents and information from the claimant to determine whether the claim is valid. (3) If the final judgment does not expressly set forth the amount of damages that were awarded for actual loss and compensatory damages that are payable from the fund pursuant to Section 2289, the Secretary of State may ask the claimant to provide copies of documentation pertaining to the amount of the actual and direct loss and the awarded compensatory damages or both of those findings. For purposes of this section, “sufficient proof of money damages” may include any of the following: copies of bank account statements showing or confirming particular transactions, copies of the front and back of checks made payable to the corporation that have been negotiated, credit card statements showing or confirming particular transactions, or similar documentation demonstrating financial loss directly resulting from the fraudulent acts by the corporation or its agent and the amount of compensatory damages awarded by the court. (4) If there is no court determination or finding of the insolvency of the judgment debtor or lack of assets to pay the claimant, the Secretary of State may request additional information and documentation from the claimant to determine what assets, if any, are available to satisfy the final judgment. (e) The Secretary of State shall include with the application form a notice to the claimant of his or her obligation to protect the underlying judgment from discharge in bankruptcy, to be appended to the application. (f) If a claimant is a spouse, registered domestic partner, or an immediate family member of an employee, officer, director, managing agent, or other principal of the corporation, or is a personal representative of the spouse, registered domestic partner, or an immediate family member of an employee, officer, director, managing agent, or other principal of the corporation, the claimant shall not be precluded for that reason alone from receiving an award where the claimant can otherwise meet the requirements of this section. (Amended by Stats. 2017, Ch. 561, Sec. 25. (AB 1516) Effective January 1, 2018.)
  136. 2282.1.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    The Secretary of State must notify the corporation and named agents about a claimant’s application for payment from the fund and explain how to contest it. A corporation or agent that wants to contest payment must send a written response to the Secretary of State and a copy to the claimant within 30 calendar days, and the response may not raise issues already conclusively decided by the underlying judgment.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2282.1. (a) The Secretary of State shall provide notice to the corporation and all agents named in the application that a claimant has submitted an application for payment from the fund and shall also provide within that notice, as prescribed by the Secretary of State, the method to contest the payment from the fund. (b) The notice to the corporation shall be provided by certified mail addressed to the corporation’s last designated agent for service of process of record with the Secretary of State and notice shall be deemed complete five calendar days after the notice is mailed. (c) If the corporation or its agent wishes to contest payment of an application by the Secretary of State, the corporation or agent shall mail or deliver a written response addressed to the Secretary of State within 30 calendar days of the notice of the application, and shall mail or deliver a copy of the response to the claimant. The written response of the corporation or agent shall not be directed to issues and facts conclusively established by the underlying judgment. If the corporation fails to mail or deliver a timely response, the corporation shall have waived the corporation’s right to present objections to payment of the application, and shall not thereafter be entitled to notice of any action taken or proposed to be taken by the Secretary of State with respect to the application. (Amended by Stats. 2016, Ch. 390, Sec. 3. (AB 2759) Effective January 1, 2017.)
  137. 2282.2.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    A corporation’s response must be made by an officer or director and must include specified service information; if it lacks an attorney, the response must also list a responsible representative’s contact details, and if it has an attorney, it must list the attorney’s contact 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2282.2. (a) The response by the corporation shall be by an officer or director and shall contain proof of service showing that a copy of the response was sent to the claimant, or if the claimant is represented by an attorney for purposes of the application, to the claimant’s attorney, at the address specified in the application for the claimant or the claimant’s attorney, respectively. (b) If the corporation is not represented by an attorney in objecting to payment of the application, the response shall contain the name, title, and address of the officer, director, managing agent, or other responsible person authorized to represent the corporation and the address at which the corporation wishes to receive correspondence and notices relating to the application, and a telephone number at which the corporation’s representative can be reached during regular business hours. If the corporation is represented by an attorney in objecting to the application, the response shall contain the name, business address, and telephone number of the attorney. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  138. 2283.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    The Secretary of State must send deficiency notices on incomplete applications and may require the claimant to fix problems before denial. If there is an irreconcilable dispute about completeness, the claimant may file the claim with the court.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2283. (a) If the Secretary of State determines that the application, as submitted by the claimant, fails to comply with the requirements of Section 2282, the Secretary of State shall, within 21 calendar days after receipt of the application by a single claimant or within 40 calendar days after receipt of the application by multiple claimants, mail an itemized list of deficiencies to the claimant. (b) The time within which the Secretary of State is required to act under Section 2284 shall be measured from the date of receipt by the Secretary of State of a completed application. In the event of an irreconcilable dispute between the claimant and the Secretary of State on the question of whether the application is complete, the claimant may immediately file the claim with the court pursuant to Section 2287. (c) If the Secretary of State has mailed one or more itemized lists of deficiencies to a claimant, and, if after 30 calendar days the Secretary of State has not received a response to the latest list of deficiencies, the Secretary of State shall notify the claimant that, unless the claimant responds to the deficiencies within a specified period of time of not less than 15 calendar days, the application will be denied. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  139. 2284.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    The Secretary of State must issue a final written decision on a completed application within 90 calendar days, unless the claimant agrees in writing to extend the time.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2284. (a) The Secretary of State shall render a final written decision on the application within 90 calendar days after a completed application has been received unless the claimant agrees in writing to extend the time within which the Secretary of State may render a decision. (b) The Secretary of State may deny or grant the application or may enter into a compromise with the claimant to pay less in settlement than the full amount of the claim. If the claimant refuses to accept a settlement of the claim offered by the Secretary of State, the written decision of the Secretary of State shall be to deny the claim. Evidence of settlement offers and discussions between the Secretary of State and the claimant shall not be competent evidence in judicial proceedings undertaken by the claimant pursuant to Section 2287. (c) Upon issuance of a proposed decision to award payment or an offer to compromise, the claimant shall have 60 calendar days from the date of service of the proposed award or offer to compromise to accept the proposed award or offer to compromise. If the claimant fails to accept the proposed award or offer to compromise within the specified time, the application shall be deemed denied. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  140. 2285.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    The Secretary of State must give the claimant written notice of the decision on the claimant’s application.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2285. The Secretary of State shall give written notice, as prescribed by the Secretary of State, of a decision rendered with respect to the application to the claimant. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  141. 2286.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    The Secretary of State must notify the corporation and all agents named in the application when funds are awarded to the claimant, and must provide them a copy of the decision.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2286. The Secretary of State shall give notice, as prescribed by the Secretary of State, to the corporation and all agents named in the application that the Secretary of State has made a decision to award funds to the claimant and shall provide a copy of the decision to the corporation and all agents named in the application. (Amended by Stats. 2016, Ch. 390, Sec. 4. (AB 2759) Effective January 1, 2017.)
  142. 2287.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    This section lets a denied claimant petition the superior court for payment from the Victims of Corporate Fraud Compensation Fund, and sets service, response, hearing, continuance, and review rules.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2287. (a) A claimant against whom the Secretary of State has rendered a decision denying an application may, within six months after the mailing of the notice of the denial, file a verified petition in superior court for an Order Directing Payment Out of the Victims of Corporate Fraud Compensation Fund based upon the grounds set forth in the application to the Secretary of State. If the underlying judgment is a California state court judgment, the petition shall be filed in the court in which the underlying judgment was entered. If the underlying judgment is not a California state court judgment or is a federal court judgment, the petition shall be filed in the superior court of any county within California that would have been a proper venue if the underlying lawsuit had been filed in a California state court, or in the Superior Court of the County of Sacramento. (b) A copy of the petition shall be served upon the Secretary of State by the claimant. A certificate or affidavit of service shall be filed by the claimant with the court. Service on the Secretary of State may be made by mail addressed to the Secretary of State’s office. (c) The Secretary of State shall have 30 calendar days after being served with the petition in which to file a written response. The court shall thereafter set the matter for hearing upon the request of the claimant. The court shall grant a request of the Secretary of State for one continuance of as much as 30 calendar days and may, upon a showing of good cause by any party, continue the hearing as the court deems appropriate. (d) The claimant shall have the burden of proving compliance with the requirements of Section 2282 by competent evidence at an evidentiary hearing. The claimant shall be entitled to a de novo review of the merits of the application as contained in the administrative record. (e) At any time during the court proceedings, the petition may be compromised or settled by the Secretary of State and the court shall, upon joint petition of the claimant and the Secretary of State, issue an order directing payment out of the fund. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  143. 2288.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    The court may pay money from the fund only if the petitioner meets the stated legal requirements. The Secretary of State may defend the case and may ask to dismiss a meritless petition, and must give the claimant at least 10 calendar days’ written notice before the hearing on that motion.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2288. (a) Whenever the court proceeds upon a petition under Section 2287, it shall order payment out of the fund only upon a determination that the aggrieved party has a valid cause of action within the purview of Section 2282, and has complied with Section 2287. (b) (1) The Secretary of State may defend any action on behalf of the fund and shall have recourse to all appropriate means of defense and review, including examination of witnesses and the right to relitigate any issues that are material and relevant in the proceeding against the fund. The claimant’s judgment shall create a rebuttable presumption of the fraud, misrepresentation, or deceit by the corporation, which presumption shall affect the burden of producing evidence. (2) If the civil judgment, arbitration award, or criminal restitution order in the underlying action on which the final judgment in favor of the petitioner was by default, stipulation, consent, or pursuant to Section 594 of the Code of Civil Procedure, or if the action against the corporation or its agent was defended by a trustee in bankruptcy, the petitioner shall have the burden of proving that the cause of action against the corporation or its agent was for fraud, misrepresentation, or deceit. (c) If the final judgment is a criminal restitution order against an agent, the petitioner shall have the burden of proving that the defendant named in the criminal restitution order qualifies as an agent as defined in this chapter. An active corporation, that has submitted a response to the application pursuant to Section 2282.2, may be permitted by the court to appear in the action regarding the sole issue of whether the defendant named in the criminal restitution order qualifies as its agent as defined in this chapter. (d) The Secretary of State may move the court at any time to dismiss the petition when it appears there are no triable issues and the petition is without merit. The motion may be supported by affidavit of any person or persons having knowledge of the facts, and may be made on the basis that the petition, and the judgment referred to therein, does not form the basis for a meritorious recovery claim within the purview of Section 2282; provided, however, the Secretary of State shall give written notice at least 10 calendar days before hearing on the motion to the claimant. (Amended by Stats. 2016, Ch. 390, Sec. 5. (AB 2759) Effective January 1, 2017.)
  144. 2289.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    The fund’s liability is capped at $50,000 for one claimant per single qualifying fraud judgment, and certain claimants may seek recovery from the fund under specified conditions.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2289. (a) Notwithstanding any other provision of this chapter and regardless of the number of persons aggrieved in an instance of corporate fraud, or misrepresentation or deceit resulting in a judgment meeting the requirements of Section 2282, or the number of judgments against a corporation or its agent, the liability of the fund shall not exceed fifty thousand dollars ($50,000) for any one claimant per single judgment finding fraud, misrepresentation, or deceit, made with the intent to defraud. (b) When multiple corporations or their agents are involved in the same event or series of events that are the basis of the claimant’s final judgment and the conduct of two or more of the corporations or their agents results in a judgment meeting the requirements of Section 2282, the claimant may seek recovery from the fund based on the judgment against any one of the corporations or their agents, subject to the limitations of subdivision (a). (c) When multiple claimants are involved in a corporate fraud, or in misrepresentation or deceit by a corporation or its agents, resulting in a judgment meeting the requirements of Section 2282, each claimant may seek recovery from the fund individually, subject to the limitations of subdivision (a). (d) Claimants who are spouses, registered domestic partners, or persons other than natural persons, that have obtained an eligible final judgment shall be considered one claimant. (Amended by Stats. 2016, Ch. 390, Sec. 6. (AB 2759) Effective January 1, 2017.)
  145. 2290.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    If the fund does not have enough money to pay an award or settlement offer, the Secretary of State must pay the unpaid amounts later once enough money has been deposited, in the order they were originally filed.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2290. If, at any time, the money deposited in the fund is insufficient to satisfy any duly authorized award or offer of settlement, the Secretary of State shall, when sufficient money has been deposited in the fund, satisfy the unpaid awards or offer of settlement, in the order that the awards or offers of settlement were originally filed. (Amended by Stats. 2016, Ch. 390, Sec. 7. (AB 2759) Effective January 1, 2017.)
  146. 2291.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    The Secretary of State must deposit certain sums into the State Treasury and credit them to the fund.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2291. Any sums received by the Secretary of State pursuant to any provisions of this chapter shall be deposited in the State Treasury and credited to the fund. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  147. 2292.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

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    It is unlawful to file a false or materially misstated required chapter document with the Secretary of State.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2292. It shall be unlawful for any person or the agent of any person to file with the Secretary of State any notice, statement, or other document required under the provisions of this chapter that is false or untrue or contains any willful, material misstatement of fact. That conduct shall constitute a public offense punishable by imprisonment in a county jail for a period of not more than one year or a fine of not more than one thousand dollars ($1,000), or both. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  148. 2293.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    If the Secretary of State pays a claimant from the fund, the Secretary of State gets the claimant’s rights in the judgment, the claimant must assign those rights, and any recovered amount and interest must be deposited back into the fund.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2293. When the Secretary of State has paid from the fund any sum to the claimant, the Secretary of State shall be subrogated to all of the rights of the claimant and the claimant shall assign all of his or her right, title, and interest in the judgment to the Secretary of State and any amount and interest so recovered by the Secretary of State on the judgment shall be deposited in the fund. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  149. 2293.1.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    If the Secretary of State pays the fund for a claim or judgment, the corporation or its agent must repay the fund with interest within 30 calendar days after notice.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2293.1. If the Secretary of State pays from the fund any amount in settlement of a claim or toward satisfaction of a final judgment against a corporation or its agent, the corporation or its agent shall be required to pay to the fund the amount paid plus interest at the prevailing legal rate applicable to a judgment rendered in any court of this state, within 30 calendar days of the date that the Secretary of State provided notice of the payment of the award or compromise. If the corporation or its agent fails to make the required payment to the fund within the required time, the corporation shall be suspended until the payment is made. A discharge in bankruptcy shall not relieve a corporation or its agent from the penalties and disabilities provided in this chapter. (Amended by Stats. 2016, Ch. 390, Sec. 8. (AB 2759) Effective January 1, 2017.)
  150. 2294.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    The Secretary of State cannot pay a claimant from the fund if the claimant has already been paid from other restitution funds or has already collected the relevant judgment amounts.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2294. The Secretary of State shall not make any award to a claimant from the fund if the claimant has received payment from any other restitution funds or for the portions of the judgment that the claimant has collected from the corporation or its agent or any other defendant in the underlying judgment. (Amended by Stats. 2016, Ch. 390, Sec. 9. (AB 2759) Effective January 1, 2017.)
  151. 2295.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    If an aggrieved person fails to comply with all provisions of this chapter, they waive any rights under 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2295. The failure of an aggrieved person to comply with all of the provisions of this chapter shall constitute a waiver of any rights hereunder. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  152. 2296.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. )

    Verify source ↗

    This chapter applies to applications submitted to the Secretary of State on or after January 1, 2013.

    ## 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 22.5. Victims of Corporate Fraud Compensation Fund [2280 - 2296] ( Chapter 22.5 added by Stats. 2012, Ch. 564, Sec. 4. ) ## 2296. This chapter shall apply to applications submitted to the Secretary of State on or after January 1, 2013. (Added by Stats. 2012, Ch. 564, Sec. 4. (SB 1058) Effective January 1, 2013.)
  153. 2300.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    This section defines “new law,” “prior law,” and “effective date” for the 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2300. As used in this chapter, the term “new law” means this division of the Corporations Code as amended by act of the California Legislature, 1975–76 Regular Session, effective January 1, 1977, and as in effect on that date; the term “prior law” means the applicable law as in effect prior to January 1, 1977; and the term “effective date” means January 1, 1977. (Added by Stats. 1975, Ch. 682.)
  154. 2301.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    The new law applies to covered corporations and their director/shareholder actions on and after the effective date, unless this chapter 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2301. (a) Except as otherwise expressly provided in this chapter, the provisions of the new law apply on and after the effective date to all corporations referred to in Section 162 existing on the effective date and to all actions taken by the directors or shareholders of such corporations on and after the effective date. (b) Except as otherwise expressly provided in this chapter, all of the sections of the new law governing acts, contracts or other transactions by a corporation or its directors or shareholders apply only to such acts, contracts or transactions occurring on or after the effective date and the prior law governs such acts, contracts or transactions occurring prior thereto. (c) Except as otherwise expressly provided in this chapter, any vote or consent by the directors or shareholders of a corporation prior to the effective date in accordance with the prior law shall be effective in accordance with the prior law and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after the effective date in accordance with the prior law. (Added by Stats. 1975, Ch. 682.)
  155. 2302.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    For existing corporations, certain article-content provisions of the new law do not apply unless the corporation files an amendment electing to be governed by the new law. The board may approve that amendment alone, but some changes also need approval by outstanding shares if that approval is otherwise required.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2302. The provisions of Sections 202, 204 (other than subdivision (a) thereof) and 205 of the new law relating to the contents of articles do not apply to corporations existing on the effective date unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this chapter. Such amendment may be adopted by approval of the board alone, except that, if any such amendment makes any change in the articles other than conforming the statement of purposes and powers to subdivision (b) of Section 202 and the deletion of any references to par value and location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 212 (subject to Section 2304), it shall also be approved by the outstanding shares (Section 152) if such approval is otherwise required for the changes made. The amendment shall not name the corporation’s initial agent for service of process if a report required by Section 1502 has been filed. (Amended by Stats. 1977, Ch. 235.)
  156. 2302.1.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Certain Section 204 article-inclusion requirements do not apply to qualifying bylaws, unless and until an amendment is filed under Section 2302.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2302.1. The provisions of subdivision (a) of Section 204, insofar as they require the inclusion of certain provisions in the articles, do not apply to the provisions of bylaws in effect on the effective date and valid under the prior law, unless and until an amendment is filed pursuant to Section 2302. (Added by Stats. 1977, Ch. 235.)
  157. 2302.5.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    If a corporation’s articles omit any reference to par value, that omission is treated as a statement that the shares have no par value.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2302.5. The absence of any reference to par value in the articles of a corporation which is subject to the prior law relating to the contents of articles as specified in Section 2302 is equivalent to a statement that the shares of stock are to be without par value. (Added by Stats. 1985, Ch. 764, Sec. 8.5.)
  158. 2303.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Sections 206 and 207 of the new law apply to corporations already existing on the effective date.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2303. Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any statement in the articles of such corporation, prior to an amendment thereof pursuant to Section 2302, relating to the purposes or powers of the corporation shall not be construed as a limitation unless it is expressly stated as such. (Added by Stats. 1975, Ch. 682.)
  159. 2304.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    A corporation existing on the effective date stays under the prior law on this directors issue until it files an article amendment under Section 2302.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2304. The effect of a difference between the articles and bylaws in the statement of the number of directors shall not be governed by subdivision (a) of Section 212 of the new law for a corporation existing on the effective date, which shall continue to be governed by the prior law, unless and until an amendment of its articles is filed pursuant to Section 2302. If such amendment makes any change in the number of directors or the maximum or minimum number of directors or makes a change from a fixed to a variable board or vice versa, it shall also be approved by the outstanding shares (Section 152). (Amended by Stats. 1988, Ch. 919, Sec. 11.)
  160. 2305.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    For corporations existing on the effective date, subdivision (a) of Section 312 of the new law applies, and the corporation’s treasurer is treated as the chief financial officer.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2305. Subdivision (a) of Section 312 of the new law applies to a corporation existing on the effective date, but the “treasurer” of such corporation shall be deemed to be the “chief financial officer.” (Amended by Stats. 1976, Ch. 641.)
  161. 2306.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Section 317 governs proposed corporate indemnification after the effective date, and prior articles or bylaws do not limit that indemnification unless they expressly say they are intended to do so.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2306. Section 317 of the new law governs any proposed indemnification by a corporation after the effective date, whether the events upon which the indemnification is based occurred before or after the effective date. Any statement relating to indemnification contained in the articles or bylaws of a corporation on the effective date shall not be construed as limiting the indemnification permitted by Section 317 unless it is expressly stated as so intended. (Added by Stats. 1975, Ch. 682.)
  162. 2307.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    For existing corporations, the new share-certificate statement rules apply only to shares first issued after the effective date; shares issued before that date remain under prior law unless the articles are amended under Section 2302 and the certificate is presented for transfer.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2307. Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificates representing shares of corporations existing on the effective date only if the shares are originally issued after the effective date, and the prior law shall continue to govern the certificates representing shares originally issued prior to the effective date, unless and until an amendment of the articles is filed pursuant to Section 2302, and the certificate is presented for transfer. (Amended by Stats. 1977, Ch. 235.)
  163. 2308.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Chapter 5 of the new law applies to distributions to shareholders made after the effective date by corporations existing on the effective date, with a narrow contract-based exception.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2308. Chapter 5 of the new law applies to any distribution to its shareholders made after the effective date by a corporation existing on the effective date, except that any such distribution effected pursuant to a contract for the purchase or redemption of shares entered into by the corporation prior to the effective date may be made if permissible under Chapter 5 or under the prior law in effect at the time the contract was entered into. (Added by Stats. 1975, Ch. 682.)
  164. 2309.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2309. Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date. (Added by Stats. 1975, Ch. 682.)
  165. 2310.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    New-law voting and shareholder meeting rules apply after the effective date, with a narrow exception for certain meetings initially called before that date.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2310. The provisions of Chapter 6 (commencing with Section 600) and Chapter 7 (commencing with Section 700) (other than Section 706) of the new law apply to any meeting of shareholders held after the effective date and to any action by shareholders pursuant to written consent which becomes effective after the effective date and to any vote cast at such a meeting or consent given for such action (whether or not a proxy or consent was executed by the shareholder prior to the effective date); provided, however, that the prior law shall apply to any such meeting of shareholders and to any vote cast at such a meeting if such meeting was initially called for a date prior to the effective date and notice thereof was given to shareholders entitled to vote thereat. (Amended by Stats. 1976, Ch. 641.)
  166. 2311.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Section 706 of the new law applies to agreements and voting trusts made after the effective date; earlier agreements or trusts remain under prior law unless later amended or extended.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2311. Section 706 of the new law applies to agreements and voting trusts entered into after the effective date and prior law governs such agreements or trusts entered into prior thereto unless the agreement or trust is amended or extended thereafter, in which event the new law applies. (Added by Stats. 1975, Ch. 682.)
  167. 2312.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Section 800 of the new law applies to actions started after the effective date, and prior law governs actions already pending on the effective date.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2312. Section 800 of the new law applies to actions commenced after the effective date and prior law governs actions pending on the effective date. (Added by Stats. 1975, Ch. 682.)
  168. 2313.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    Chapters 10 to 13 of the new law apply to transactions completed after the effective date, unless the required approval of outstanding shares was already given under the stated timing conditions; then the prior law governs.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2313. Chapters 10 (commencing with Section 1000), 11 (commencing with Section 1100), 12 (commencing with Section 1200) and 13 (commencing with Section 1300) of the new law apply to transactions consummated after the effective date, unless a required approval of the outstanding shares (Section 152) has been given prior to the effective date or has been given after the effective date but at a meeting of shareholders initially called for a date prior to the effective date, in which case the transaction shall be governed by the prior law. (Amended by Stats. 1976, Ch. 641.)
  169. 2314.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    For involuntary dissolution actions, Chapters 18 and 20 of the new law apply if the action was started after the effective date; pending actions on the effective date remain under the prior law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2314. Chapters 18 (commencing with Section 1800) and 20 (commencing with Section 2000) of the new law apply to actions for involuntary dissolution commenced after the effective date, but the prior law governs any such action pending on the effective date. (Amended by Stats. 1976, Ch. 641.)
  170. 2315.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

    Verify source ↗

    For voluntary dissolution proceedings started by filing an election after the effective date, Chapters 19 and 20 of the new law apply; proceedings started before the effective date are governed by the prior law.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2315. Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000) of the new law apply to any voluntary dissolution proceeding initiated by the filing of an election after the effective date, but the prior law governs any such proceeding so initiated prior to the effective date. (Amended by Stats. 1976, Ch. 641.)
  171. 2316.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

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    A qualifying foreign association is not subject to direct or indirect penalties for failing to get the required certificate if it obtains the certificate within four months after the effective date.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2316. A foreign association which has transacted intrastate business in this state prior to the effective date and which is required by Section 2105 of the new law to obtain a certificate of qualification from the Secretary of State shall not be subject to any direct or indirect penalty as a result of failure to obtain such certificate of qualification if the certificate of qualification is obtained no later than four months after the effective date. (Added by Stats. 1975, Ch. 682.)
  172. 2317.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

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    If a corporate agent for service of process was designated before the effective date and the designation named a city, town, or village where the agent kept an office, service may be made at any office listed in the agent’s certificate under the specified sections, even if that office is outside that city, town, or village.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2317. When any corporate agent for service of process has been designated prior to the effective date and such designation of agent included a name of a city, town or village wherein the corporate agent maintained an office, service on such agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 1505 of the new law or filed pursuant to Section 3301.5, 3301.6, 6403.5 or 6403.6 of the prior law, whether or not such office is in said city, town or village. (Amended by Stats. 1976, Ch. 641.)
  173. 2318.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

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    Some long-existing California corporations may elect to continue under this code if they meet the stated historical and status conditions.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2318. Any corporation existing on the first day of January, 1873, formed under the laws of this state, and still existing, which has not already elected to continue its existence under the prior law, may, at any time, elect to continue its existence under the provisions of this code applicable thereto by the unanimous vote of all its directors, or such election may be made at any annual meeting of the shareholders, or at any meeting called by the directors especially for considering the subject, if voted by shareholders representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the shareholders. A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote, or upon the written consent of the shareholders, or a certificate of the proceedings of the meeting of the shareholders, when the election is made at any such meeting, signed by the chairperson and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State, and thereafter the corporation continues its existence under the provisions of this code which are applicable thereto, and possesses all the rights, and powers, and is subject to all the obligations, restrictions, and limitations prescribed thereby. (Amended by Stats. 2022, Ch. 617, Sec. 39. (SB 1202) Effective January 1, 2023.)
  174. 2319.

    ## 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 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. )

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    If a corporation’s rights, privileges, and powers were already suspended before the effective date, the referenced old-law sections keep applying until the Controller restores the corporation.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1. GENERAL CORPORATION LAW [100 - 2319] ( Division 1 repealed and added by Stats. 1975, Ch. 682. ) ## CHAPTER 23. Transition Provisions [2300 - 2319] ( Chapter 23 added by Stats. 1975, Ch. 682. ) ## 2319. If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to the effective date pursuant to Sections 5700 through 5908 of the old law and provisions of law there referred to, said sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to said sections. (Added by Stats. 1975, Ch. 682.)
  175. 24001.5.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 5. LIABILITY OF DIRECTOR OR OFFICER OF NONPROFIT MEDICAL ASSOCIATION [24001.5- 24001.5.] ( Heading of Part 5 amended by Stats. 2004, Ch. 178, Sec. 16. )

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    Volunteer directors and officers of a nonprofit medical association generally are shielded from monetary damages for negligent acts or omissions, subject to listed exceptions and insurance conditions.

    ## Corporations Code - CORP ## TITLE 3. UNINCORPORATED ASSOCIATIONS [18000 - 24001.5] ( Title 3 enacted by Stats. 1947, Ch. 1038. ) ## PART 5. LIABILITY OF DIRECTOR OR OFFICER OF NONPROFIT MEDICAL ASSOCIATION [24001.5- 24001.5.] ( Heading of Part 5 amended by Stats. 2004, Ch. 178, Sec. 16. ) ## 24001.5. (a) The Legislature finds and declares that the services of directors or officers of nonprofit medical associations, as defined in Section 21200, who serve without compensation are critical to the efficient conduct and management of the public service and charitable affairs of the people of California. The willingness of volunteers to offer their services has been deterred by a perception that their personal assets are at risk for these activities. The unavailability and unaffordability of appropriate liability insurance makes it difficult for these associations to protect the personal assets of their volunteer decisionmakers with adequate insurance. It is the public policy of this state to provide incentive and protection to the individuals who perform these important functions. (b) Except as provided in this section, no cause of action for monetary damages shall arise against any person serving without compensation as a director or officer of a nonprofit medical association, as defined in Section 21200, on account of any negligent act or omission occurring (1) within the scope of that person’s duties as a director acting as a board member, or within the scope of that person’s duties as an officer acting in an official capacity; (2) in good faith; (3) in a manner that the person believes to be in the best interest of the association; and (4) is in the exercise of his or her policymaking judgment. (c) This section shall not limit the liability of a director or officer for any of the following: (1) Self-dealing transactions, as described in Sections 5233 and 9243. (2) Conflicts of interest, as described in Section 7233. (3) Actions described in Sections 5237, 7236, and 9245. (4) In the case of a charitable trust, an action or proceeding against a trustee brought by a beneficiary of that trust. (5) Any action or proceeding brought by the Attorney General. (6) Intentional, wanton, or reckless acts, gross negligence, or an action based on fraud, oppression, or malice. (7) Any action brought under Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code. (d) This section only applies to nonprofit organizations organized to provide charitable, educational, scientific, social, or other forms of public service that are exempt from federal income taxation under Section 501(c)(3) or 501(c)(6) of the Internal Revenue Code. (e) This section applies only if the nonprofit association maintains a liability insurance policy with an amount of coverage of at least the following amounts: (1) If the association’s annual budget is less than fifty thousand dollars ($50,000), the minimum required amount is five hundred thousand dollars ($500,000). (2) If the association’s annual budget equals or exceeds fifty thousand dollars ($50,000), the minimum required amount is one million dollars ($1,000,000). This section applies only if the liability insurance policy is applicable to the claim. (f) For the purposes of this section, the payment of actual expenses incurred in attending meetings or otherwise in the execution of the duties of a director or officer shall not constitute compensation. (g) Nothing in this section shall be construed to limit the liability of a nonprofit association for any negligent act or omission of a director, officer, employee, agent, or servant occurring within the scope of his or her duties. (h) This section does not apply to any association that unlawfully restricts membership, services, or benefits conferred on the basis of political affiliation, age, or any characteristic listed or defined in subdivision (b) or (e) of Section 51 of the Civil Code. (i) This section does not apply to any volunteer director or officer who receives compensation from the association in any other capacity, including, but not limited to, as an employee. (Amended by Stats. 2009, Ch. 631, Sec. 52. (AB 1233) Effective January 1, 2010.)
  176. 2500.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1.5. SOCIAL PURPOSE CORPORATIONS ACT [2500 - 3503] ( Heading of Division 1.5 amended by Stats. 2014, Ch. 694, Sec. 12. ) ## CHAPTER 1. General Provisions and Definitions [2500 - 2517] ( Chapter 1 added by Stats. 2011, Ch. 740, Sec. 12. )

    Verify source ↗

    This division is known as the Social Purpose Corporations Act and may be cited by that name.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1.5. SOCIAL PURPOSE CORPORATIONS ACT [2500 - 3503] ( Heading of Division 1.5 amended by Stats. 2014, Ch. 694, Sec. 12. ) ## CHAPTER 1. General Provisions and Definitions [2500 - 2517] ( Chapter 1 added by Stats. 2011, Ch. 740, Sec. 12. ) ## 2500. This division shall be known and may be cited as the Social Purpose Corporations Act. (Amended by Stats. 2014, Ch. 694, Sec. 13. (SB 1301) Effective January 1, 2015.)
  177. 25000.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section says Division 1 may be called the “Corporate Securities Law of 1968,” and that references to “this law” mean the applicable provisions of the division.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25000. This division may be known as the “Corporate Securities Law of 1968.” References herein to “this law” refer to the applicable provisions of this division. (Repealed and added by Stats. 1968, Ch. 88.)
  178. 25001.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

    Verify source ↗

    The definitions in this part apply throughout this division unless the context requires otherwise.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25001. Unless the context otherwise requires, the definitions in this part apply throughout this division. (Repealed and added by Stats. 1968, Ch. 88.)
  179. 25002.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “advertisement” for the securities code.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25002. “Advertisement” means any written or printed communication or any communication by means of recorded telephone messages or spoken on radio, television, or similar communications media, published in connection with the offer or sale of a security. (Repealed and added by Stats. 1968, Ch. 88.)
  180. 25003.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

    Verify source ↗

    This section defines “agent” for securities law and lists several exclusions.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25003. (a) “Agent” means any individual, other than a broker-dealer or a partner of a licensed broker-dealer, who represents a broker-dealer or who for compensation represents an issuer in effecting or attempting to effect purchases or sales of securities in this state. (b) “Agent” does not include an individual who only represents an issuer in effecting transactions in securities exempted by subdivision (a), (b), (e), (f), (g), (j), (k), or (l) of Section 25100 or in effecting transactions exempted by Section 25102, and does not include an individual who has no place of business in this state if he or she effects transactions in this state exclusively with broker-dealers. (c) “Agent” does not include an associated person of a broker or dealer effecting transactions described in Section 15(i)(4) of the Securities Exchange Act of 1934, subject to the provisions of Section 15(i)(3) of that act. (d) An officer or director of a broker-dealer or issuer, or an individual occupying a similar status or performing similar functions, is an agent only if he or she otherwise comes within this definition and receives compensation specifically related to purchases or sales of securities. (Amended by Stats. 2015, Ch. 190, Sec. 12. (AB 1517) Effective January 1, 2016.)
  181. 25003.5.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    “Business days” means all days except Saturdays, Sundays, and California Government Code holidays.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25003.5. “Business days” are all days other than every Saturday, every Sunday, and such other days as are specified or provided for as holidays in the Government Code of the State of California. (Added by Stats. 1973, Ch. 390.)
  182. 25004.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “broker-dealer” and lists several exclusions. It also gives the commissioner power to certify, suspend, or revoke certification of an exchange under specified conditions.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25004. (a) “Broker-dealer” means any person engaged in the business of effecting transactions in securities in this state for the account of others or for that person’s own account. “Broker-dealer” also includes a person engaged in the regular business of issuing or guaranteeing options with regard to securities not of that person’s own issue. “Broker-dealer” does not include any of the following: (1) Any other issuer. (2) An agent, when an employee of a broker-dealer or issuer. (3) A bank, trust company, or savings and loan association. (4) Any person insofar as that person buys or sells securities for that person’s own account, either individually or in some fiduciary capacity, but not as part of a regular business. (5) A person who has no place of business in this state if that person effects transactions in this state exclusively with (A) the issuers of the securities involved in the transactions or (B) other broker-dealers. (6) A broker licensed by the Real Estate Commissioner of this state when engaged in transactions in securities exempted by subdivision (f) or (p) of Section 25100 or in securities the issuance of which is subject to authorization by the Real Estate Commissioner of this state or in transactions exempted by subdivision (e) of Section 25102. (7) An exchange certified by the Commissioner of Financial Protection and Innovation pursuant to this section when it is issuing or guaranteeing options. The commissioner may by order certify an exchange under this section upon those conditions as the commissioner by rule or order deems appropriate, and upon notice and opportunity to be heard the commissioner may suspend or revoke that certification, if the commissioner finds that certification, suspension, or revocation to be in the public interest and necessary and appropriate for the protection of investors. (b) For purposes of this section, an agent is an employee of a broker-dealer under paragraph (2) of subdivision (a) when the agent is employed by or associated with the broker-dealer under all of the following conditions: (1) The agent is subject to the supervision and control of the broker-dealer. (2) The agent performs under the name, authority, and marketing policies of the broker-dealer. (3) The agent discloses to investors the identity of the broker-dealer. (4) The agent is reported pursuant to subdivision (c) of Section 25210 and the rules adopted thereunder. (Amended by Stats. 2022, Ch. 452, Sec. 69. (SB 1498) Effective January 1, 2023.)
  183. 25005.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

    Verify source ↗

    “Commissioner” means the Commissioner of Financial Protection and Innovation.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25005. “Commissioner” means the Commissioner of Financial Protection and Innovation. (Amended by Stats. 2022, Ch. 452, Sec. 70. (SB 1498) Effective January 1, 2023.)
  184. 25005.1.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “entity conversion transaction.”

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25005.1. “Entity conversion transaction” means a conversion pursuant to Section 1151, 1157, 15911.02, 15911.08, 16902, 16908, 17710.02, or 17710.08 or a conversion that occurs entirely out of state, unless the interests in the entity resulting from the conversion to be held by the equity holders of the entity being converted as a result of the conversion are not securities. For purposes of Sections 25103 and 25120 an entity conversion transaction is not a change in the rights, preferences, privileges, or restrictions of or on outstanding securities or an exchange of securities by the issuer with its existing security holders exclusively. (Amended by Stats. 2012, Ch. 419, Sec. 21. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
  185. 25006.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

    Verify source ↗

    The terms “fraud,” “deceit,” and “defraud” are not limited to common law fraud or deceit.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25006. “Fraud,” “deceit,” and “defraud” are not limited to common law fraud or deceit. (Repealed and added by Stats. 1968, Ch. 88.)
  186. 25007.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

    Verify source ↗

    “Guaranteed” means guaranteed as to payment of principal, interest, dividends, or call premium.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25007. “Guaranteed” means guaranteed as to payment of principal, interest, dividends, or call premium. (Repealed and added by Stats. 1968, Ch. 88.)
  187. 25008.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines when a securities offer, sale, purchase, acceptance, or delivery is treated as made in this state.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25008. (a) An offer or sale of a security is made in this state when an offer to sell is made in this state, or an offer to buy is accepted in this state, or (if both the seller and the purchaser are domiciled in this state) the security is delivered to the purchaser in this state. An offer to buy or a purchase of a security is made in this state when an offer to buy is made in this state, or an offer to sell is accepted in this state, or (if both the seller and the purchaser are domiciled in this state) the security is delivered to the purchaser in this state. (b) An offer to sell or to buy is made in this state when the offer either originates from this state or is directed by the offeror to this state and received at the place to which it is directed. An offer to buy or to sell is accepted in this state when acceptance is communicated to the offeror in this state; and acceptance is communicated to the offeror in this state when the offeree directs it to the offeror in this state reasonably believing the offeror to be in this state and it is received at the place to which it is directed. A security is delivered to the purchaser in this state when the certificate or other evidence of the security is directed to the purchaser in this state and received at the place to which it is directed. (c) An offer to sell or to buy is not made in this state merely because (1) the publisher circulates or there is circulated on his behalf in this state any bona fide newspaper or other publication of general, regular and paid circulation which has had more than two-thirds of its circulation outside this state during the past 12 months, or (2) a radio or television program originating outside this state is received in this state. (Repealed and added by Stats. 1968, Ch. 88.)
  188. 25009.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines who counts as an “investment adviser,” including some people who advise on securities for compensation, and lists several exclusions.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25009. (a) “Investment adviser” means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as a part of a regular business, publishes analyses or reports concerning securities. “Investment adviser” does not include (1) a bank, trust company or savings and loan association; (2) an attorney at law, accountant, engineer or teacher whose performance of these services is solely incidental to the practice of his or her profession; (3) an associated person of an investment adviser; (4) a broker-dealer or agent of a broker-dealer whose performance of these services is solely incidental to the conduct of the business of a broker-dealer and who receives no special compensation for them; or (5) a publisher of any bona fide newspaper, news magazine or business or financial publication of general, regular and paid circulation and the agents and servants thereof, but this paragraph (5) does not exclude any such person who engages in any other activity which would constitute that person an investment adviser within the meaning of this section. (b) “Investment adviser” also includes any person who uses the title “financial planner” and who, for compensation, engages in the business, whether principally or as part of another business, of advising others, either directly or through publications or writings, as to the value of securities or as to the advisability of investing in, purchasing or selling securities, or who, for compensation and as part of a regular business, publishes analyses or reports concerning securities. This subdivision does not apply to: (1) a bank, trust company, or savings and loan association; (2) an attorney at law, accountant, engineer, or teacher whose performance of these services is solely incidental to the practice of his or her profession, so long as these individuals do not use the title “financial planner;” (3) an associated person of an investment adviser where the investment adviser is licensed or exempt from licensure under this law; (4) an agent of a broker-dealer where the broker-dealer is licensed or exempt from licensure under this law, so long as (A) the performance of these services by the agent is solely incidental to the conduct of the business of the broker-dealer, and (B) the agent receives no special compensation for the performance of these services; or (5) a publisher set forth in paragraph (5) of subdivision (a), so long as the publisher or the agents and servants of the publisher are not engaged in any other activity which would constitute that person an investment adviser within the meaning of this section. (Amended by Stats. 1996, Ch. 631, Sec. 1. Effective January 1, 1997.)
  189. 25009.1.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    “Investment adviser” excludes certain persons excepted under federal law, but the commissioner may still investigate and bring enforcement actions against those persons for fraud and deceit.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25009.1. “Investment adviser” does not include persons excepted from the definition of “investment adviser” by Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C. 80a-1 et seq., as amended), except that with regard to those persons the commissioner may investigate and bring enforcement actions with respect to fraud and deceit, including and without limitation fraud and deceit under Section 25235, and any rules of the commissioner adopted thereunder. (Added by Stats. 1998, Ch. 48, Sec. 1. Effective January 1, 1999.)
  190. 25009.5.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines when a person counts as an “investment adviser representative” or an “associated person of an investment adviser.”

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25009.5. (a) “Investment adviser representative” or “associated person of an investment adviser” means any partner, officer, director of (or a person occupying a similar status or performing similar functions) or other individual, except clerical or ministerial personnel, who is employed by or associated with, or subject to the supervision and control of, an investment adviser that has obtained a certificate or that is required to obtain a certificate under this law, and who does any of the following: (1) Makes any recommendations or otherwise renders advice regarding securities. (2) Manages accounts or portfolios of clients. (3) Determines which recommendation or advice regarding securities should be given. (4) Solicits, offers, or negotiates for the sale or sells investment advisory services. (5) Supervises employees who perform any of the foregoing. (b) “Investment adviser representative” means, with respect to an investment adviser subject to Section 25230.1, a person defined as an investment adviser representative by Rule 203A-3 of the Securities and Exchange Commission (17 C.F.R. 275.203A-3) and who has a place of business in this state. (Added by Stats. 1997, Ch. 391, Sec. 2. Effective January 1, 1998.)
  191. 2501.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1.5. SOCIAL PURPOSE CORPORATIONS ACT [2500 - 3503] ( Heading of Division 1.5 amended by Stats. 2014, Ch. 694, Sec. 12. ) ## CHAPTER 1. General Provisions and Definitions [2500 - 2517] ( Chapter 1 added by Stats. 2011, Ch. 740, Sec. 12. )

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    Division 1 generally applies to corporations organized under this division, unless the section says otherwise.

    ## Corporations Code - CORP ## TITLE 1. CORPORATIONS [100 - 14707] ( Title 1 enacted by Stats. 1947, Ch. 1038. ) ## DIVISION 1.5. SOCIAL PURPOSE CORPORATIONS ACT [2500 - 3503] ( Heading of Division 1.5 amended by Stats. 2014, Ch. 694, Sec. 12. ) ## CHAPTER 1. General Provisions and Definitions [2500 - 2517] ( Chapter 1 added by Stats. 2011, Ch. 740, Sec. 12. ) ## 2501. Except as otherwise expressly stated, the provisions of Division 1 (commencing with Section 100) shall apply to corporations organized under this division, and references in that division to the terms “close corporation,” “constituent corporation,” “corporation,” “disappearing corporation,” “domestic corporation,” “foreign corporation,” “surviving corporation,” and similar terms shall be read to apply, in the same manner, to include the similar “social purpose corporation.” (Amended by Stats. 2014, Ch. 694, Sec. 14. (SB 1301) Effective January 1, 2015.)
  192. 25010.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “issuer” and sets different issuer definitions for several kinds of securities and related arrangements.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25010. “Issuer” means any person who issues or proposes to issue any security, except that: (a) With respect to certificates of deposit, voting trust certificates or collateral-trust certificates, or with respect to certificates of interest or shares in an unincorporated investment trust not having a board of directors or persons performing similar functions or of the fixed, restricted management or unit type, “issuer” means the person or persons performing the acts and assuming the duties of depositor or manager pursuant to the provisions of the trust or other agreement or instrument under which the security is issued. However, with respect to equipment-trust certificates or like securities, “issuer” means the person by whom the equipment or property is or is to be used. (b) With respect to certificates of interest or participation in oil, gas or mining titles or leases or in payments out of production under those titles or leases, “issuer” means the person or persons in active control of the exploration or development of the property who sell those interests or participations or payments or any person or persons who subdivide and sell those interests or participations or payments. The determination of the person or persons in active control of the exploration or development of the property shall be made on the basis of the actual relationship of the parties and not on the basis of the legal designation of a person’s interest. (c) With respect to a fractional or pooled interest in a viatical or life settlement contract, “issuer” means the person who creates, for the purposes of sale, the fractional or pooled interest. In the case of a viatical or life settlement contract that is not fractionalized or pooled, “issuer” means the person effecting the transactions with the investors in those contracts. (d) In the case of an unincorporated association which provides by its articles for limited liability of any or all of its members, or in the case of a trust, committee, or other legal entity, the trustees or members thereof shall not be individually liable as issuers of any security issued by the association, trust, committee, or other legal entity. (Amended by Stats. 2000, Ch. 705, Sec. 1. Effective January 1, 2001.)
  193. 25011.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “nonissuer transaction” and explains when a transaction or offering is treated as an issuer transaction versus separate transactions.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25011. “Nonissuer transaction” means any transaction not directly or indirectly for the benefit of the issuer. A transaction is indirectly for the benefit of the issuer if any portion of the purchase price of any securities involved in the transaction will be received indirectly by the issuer. An offering which involves both an issuer transaction and a nonissuer transaction shall be treated for the purposes of Chapters 2 (commencing with Section 25110) and 4 (commencing with Section 25130) of Part 2 of this division as an issuer transaction, but for the purposes of Chapter 1 (commencing with Section 25100) of Part 2 of this division they shall be treated as separate transactions. (Repealed and added by Stats. 1968, Ch. 88.)
  194. 25012.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    “Owners’ association” is defined as a nonprofit corporation or association meeting the stated ownership, management, or control conditions, with transferable membership tied to transfer of interests in the lots or parcels.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25012. “Owners’ association” means a nonprofit corporation or association created to own or lease the commonly owned lots, parcels or areas referred to in clause (a) of Section 25015, or to provide management, maintenance, preservation or control of either such lots, parcels or areas or of the separately owned lots, parcels or areas, or both, or any portion of or interest in them, or interest subject to subdivision (g) of Section 11004.5 of the Business and Professions Code, if the shares or certificates of membership therein are transferable only by transfer of the interests in the lots, parcels or areas. Such shares of stock or memberships shall be considered interests in a real estate development or in subdivided lands or a subdivision. (Amended by Stats. 1986, Ch. 698, Sec. 2.)
  195. 25013.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “person” to include individuals, many business entities, governments, and political subdivisions.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25013. “Person” means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust, an unincorporated organization, a government, or a political subdivision of a government. (Amended by Stats. 1994, Ch. 1200, Sec. 28. Effective September 30, 1994.)
  196. 25014.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    “Publish” means to publicly issue, circulate, or otherwise disseminate something to the public.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25014. “Publish” means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public. (Repealed and added by Stats. 1968, Ch. 88.)
  197. 25014.5.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “rollup participant” as a finite-life limited partnership and explains when a limited partnership counts as finite-life.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25014.5. “Rollup participant” means a finite-life limited partnership. (a) Except as provided in subdivision (b) of Section 25014.6, a limited partnership has “finite-life” if both of the following apply: (1) It operates as a conduit vehicle for investors to participate in the ownership of assets for a limited period of time. (2) It has a policy or purpose of distributing to investors substantially all proceeds from the sale, financing, or refinancing of assets, whether for the term of the partnership or after an initial period of time following commencement of operations, rather than reinvesting those proceeds in the business. (b) Rollup participant does not include any partnership registered under the Investment Company Act of 1940 or any business development company as defined in Section 80a-2(48) of Title 15 of the United States Code. (Added by Stats. 1992, Ch. 1183, Sec. 2. Effective January 1, 1993.)
  198. 25014.6.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “rollup transaction” and lists several kinds of transactions that are not included in that definition.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25014.6. “Rollup transaction” means any transaction or series of transactions that directly or indirectly through acquisition or otherwise involves the combination or reorganization of one or more rollup participants and is one of the following: (a) The offer or sale of securities by a successor entity, whether newly formed or previously existing, to one or more investors of the rollup participants to be combined or reorganized. (b) The acquisition of the successor entity’s securities by the rollup participants being combined or reorganized; provided however, that a rollup transaction shall not include any transaction that: (1) The Securities and Exchange Commission exempts from the definition of a rollup transaction pursuant to subparagraph (c) (ii) of Item 901 of Regulation S-K adopted by the Securities and Exchange Commission. (2) Is determined to be exempt from this definition by the Commissioner of Financial Protection and Innovation upon the commissioner’s determination that this action is in the public interest and consistent with the protection of investors. (3) Involves one or more limited partnerships all of the securities of which are, prior to the transaction, securities for which transactions are reported under a transaction reporting plan declared effective before January 1, 1991, by the Securities and Exchange Commission under Section 11A of the Securities Exchange Act of 1934, as amended. (4) Involves only those issuers not required to register or report under Section 12 of the Securities Exchange Act of 1934, as amended, if the resulting issuer is also not required to register or report under Section 12. (5) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if, as a consequence of the proposed transaction there will be no significant, adverse change in any of the following: voting rights, the term of existence of the entity, management compensation, or investment objectives. (6) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if each investor is provided an option to retain a security under substantially the same terms and conditions as the original issue. (7) Involves the reorganization to corporate, trust, or association form or restructuring of a single limited partnership if transactions in the security issued as a result of the reorganization or restructuring are not reported under a transaction reporting plan declared effective before January 1, 1991, by the Securities and Exchange Commission under Section 11A of the Securities Exchange Act of 1934, as amended. (Amended by Stats. 2022, Ch. 452, Sec. 71. (SB 1498) Effective January 1, 2023.)
  199. 25014.7.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines an eligible rollup transaction and sets conditions for protecting limited partners, including notice, qualification, compensation, and solicitation-cost rules.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25014.7. (a) “Eligible rollup transaction” means a rollup transaction in which the new securities issued are listed or approved for listing on a national securities exchange which has been certified by the commissioner under subdivision (o) of Section 25100, if the exchange requires as a condition to listing or designation that the rollup transaction be conducted in accordance with procedures to protect the rights of limited partners. (b) The rights of limited partners will be presumed to be protected if the rollup transaction provides for the right of dissenting limited partners: (1) To receive compensation for their limited partnership units based on an appraisal of the limited partnership assets performed by an independent appraiser unaffiliated with the sponsor or general partner of the limited partnership and which value the assets as if sold in an orderly manner in a reasonable period of time, plus or minus other balance sheet items, and less the cost of sale or refinancing. Compensation to dissenting limited partners of rollup transactions may be cash, secured debt instruments, unsecured debt instruments, or freely tradeable securities; provided, however, that: (A) Rollups which utilize debt instruments as compensation provide for a trustee and an indenture to protect the rights of the debt holders and provide a rate of interest based upon, but not less than, the then applicable federal rate as determined in accordance with Section 1274 of the Internal Revenue Code of 1986. (B) Rollups which utilize unsecured debt instruments as compensation, in addition to the requirements of subparagraph (A), limit total leverage to 70 percent of the appraised value of the assets. (C) All debt securities have a term no greater than seven years and provide for prepayment with 80 percent of the net proceeds of any sale or refinancing of the assets previously owned by the entity or any part thereof. (D) Freely tradeable securities utilized as compensation to dissenting limited partners must be issued by an issuer whose securities are listed on a national securities exchange that has been certified for at least one year prior to the transaction, and the number of securities to be received in return for limited partnership interests must be determined by an appraisal of limited partnership assets, conducted in a manner consistent with this paragraph, in relation to the average last sale price of the freely tradeable securities in the 20-day period following the transaction. If the issuer of the freely tradeable securities is affiliated with the sponsor or general partner, newly issued securities to be utilized as compensation to dissenting limited partners shall not represent more than 20 percent of the issued and outstanding shares of that class of securities after giving effect to the issuance. For the purposes of the preceding sentence, a sponsor or general partner is “affiliated” with the issuer of the freely tradeable securities if the sponsor or general partner receives any material compensation from the issuer or its affiliates in conjunction with the rollup transaction or the purchase of the general partner’s interest; provided, however, that nothing herein shall restrict the ability of a sponsor or general partner to receive any payment for its equity interests and compensation as otherwise provided by this section. (2) To receive or retain a security with substantially the same terms and conditions as the security originally held, provided that the receipt or retention of that security is not a step in a series of subsequent transactions that directly or indirectly through acquisition or otherwise involves future combinations or reorganizations of one or more rollup participants. Securities received or retained will be considered to have the same terms and conditions as the security originally held if: (A) There is no material adverse change to dissenting limited partners’ rights, including, but not limited to, rights with respect to voting, the business plan, or the investment, distribution, management compensation and liquidation policies of the limited partnership or resulting entity. (B) The dissenting limited partners receive the same preferences, privileges, and priorities as they had pursuant to the security originally held. The rights set forth in paragraphs (1) and (2) are the only rights of dissenting limited partners to which the presumption under this subdivision applies. A general partner or sponsor shall file an application for qualification pursuant to Section 25110 or Section 25120 with respect to any other rights proposed to be offered to dissenting limited partners. At the time a registration statement is filed with the Securities and Exchange Commission with respect to an eligible rollup transaction, a general partner or sponsor shall notify, to the maximum extent permitted by the federal securities laws, each limited partner who has an address in this state by certified mail of the following: That a registration statement has been filed with the Securities and Exchange Commission with respect to a rollup transaction; that the general partner or sponsor claims an exemption from the review process under the law by virtue of Section 25014.7, which defines “eligible rollup transaction”; that the general partner or sponsor has the burden of proof under the law that the transaction meets the definition of eligible rollup transaction; and that the commissioner does not recommend or endorse the transaction. (c) The rights of limited partners shall be presumed not to be protected if the general partner: (1) Converts an equity interest in the limited partnerships subject to a rollup for which consideration was not paid and which was not otherwise provided for in the limited partnership agreement and disclosed to limited partners, into a voting interest in the new entity, provided, however, an interest originally obtained in order to comply with the provisions of Internal Revenue Service Revenue Proclamation 89-12 may be converted. (2) Fails to follow the valuation provisions in the limited partnership agreements of the subject limited partners when valuing their limited partnership interests. (3) Utilizes a future value of their equity interest rather than the current value of their equity interest, as determined by an appraisal conducted in a manner consistent with paragraph (1) of subdivision (b), when determining their interest in the new entity. (d) The rights of limited partners shall be presumed not to be protected as to voting rights, if: (1) The voting rights in the entity resulting from a rollup do not generally follow the original voting rights of the limited partnerships participating in the rollup transaction. (2) A majority of the interest in an entity resulting from a rollup transaction may not, without concurrence by the sponsor, general partners, board of directors or trustee, depending on the form of entity, vote to: (A) Amend the limited partnership agreement, articles of incorporation or bylaws, or indenture. (B) Dissolve the entity. (C) Remove management and elect new management. (D) Approve or disapprove the sale of substantially all of the assets of the entity. (3) The general partner or sponsor proposing a rollup is not required to provide each person whose equity interest is subject to the rollup transaction with a document which instructs the person on the proper procedure for voting against or dissenting from the rollup transaction. (4) The general partner or sponsor does not utilize an independent third party to receive and tabulate all votes and dissents, and require that the third party make the tabulation available to the general partner and any limited partner upon request at any time during and after voting occurs. (e) The rights of limited partners shall be presumed not to be protected as to transaction costs if: (1) Limited partners bear an unfair portion of the transaction costs of a proposed rollup transaction that is rejected. For purposes of this provision, transaction costs are defined as the costs of printing and mailing the proxy, prospectus, or other documents; legal fees not related to the solicitation of votes or tenders; financial advisory fees; investment banking fees; appraisal fees; accounting fees; independent committee expenses; travel expenses; and all other fees related to the preparatory work of the transaction, but not including costs that would have otherwise been incurred by the subject limited partnerships in the ordinary course of business, or solicitation expenses. (2) Transaction costs of a rejected rollup transaction are not apportioned between general and limited partners of the subject limited partnerships according to the final vote on the proposed transaction as follows: (A) The general partner or sponsor bears all rollup transaction costs in proportion to the number of votes to reject the rollup transaction. (B) Limited partners bear transaction costs in proportion to the number of votes to approve the rollup transaction. (3) The dissenting limited partnership is required to pay any of the costs of the rollup transaction and the general partner or sponsor is not required to pay the rollup transaction costs on behalf of the dissenting limited partnerships in a rollup in which one or more limited partnerships determines not to approve the transaction, but where the rollup transaction is consummated with respect to one or more approving limited partnerships. (f) The rights of limited partners shall be presumed not to be protected as to fees of general partners and sponsors, if: (1) General partners and sponsors are not prevented from receiving both unearned management fees discounted to a present value, if those fees were not previously provided for in the limited partnership agreement and disclosed to limited partners, and new asset-based fees. (2) Property management fees and other management fees are not appropriate, not reasonable and greater than what would be paid to third parties for performing similar services. (3) Changes in fees which are substantial and adverse to limited partners are not approved by an independent committee according to the facts and circumstances of each transaction. (g) A general partner or sponsor proposing a rollup transaction shall pay all solicitation expenses related to the transaction, including all preparatory work related thereto, in the event the rollup transaction is not approved. For purposes of this section, “solicitation expenses” include direct marketing expenses such as telephone calls, broker-dealer factsheets, legal and other fees related to the solicitation, as well as direct solicitation compensation to brokers and dealers. (h) A broker or dealer may not receive compensation for soliciting votes or tenders from limited partners in connection with a rollup transaction unless that compensation: (1) Is payable and equal in amount regardless of whether the limited partner votes affirmatively or negatively in the proposed rollup. (2) In the aggregate, does not exceed 2 percent of the exchange value of the newly created securities. (3) Is paid regardless of whether the limited partners reject the proposed rollup transaction. (i) As used in this section, the following terms have the following meanings: (1) “Limited partnership” includes any entity determined to be a “partnership” pursuant to Section 14(h)(4)(B) of the Securities Exchange Act of 1934 or such other entity having a substantially economically equivalent form of ownership instrument. (2) “Dissenting limited partner” means a holder or a beneficial interest in a limited partnership that is the subject of a rollup transaction who casts a vote against the rollup transaction, except that for purposes of an exchange or tender offer dissenting limited partner means any person who files a dissent from the terms of the transaction with the party responsible for tabulating the votes or tenders, to be received in connection with the transaction during the period in which the offer is outstanding. (3) “Management fee” means a fee paid to the sponsor, general partner, their affiliates, or other persons for management and administration of the limited partnership. (Amended by Stats. 2009, Ch. 131, Sec. 8. (AB 991) Effective January 1, 2010.)
  200. 25015.

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. )

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    This section defines “real estate development.”

    ## Corporations Code - CORP ## TITLE 4. SECURITIES [25000 - 31528] ( Title 4 added by Stats. 1949, Ch. 384. ) ## DIVISION 1. CORPORATE SECURITIES LAW OF 1968 [25000 - 25707] ( Division 1 repealed and added by Stats. 1968, Ch. 88. ) ## PART 1. DEFINITIONS [25000 - 25023] ( Part 1 added by Stats. 1968, Ch. 88. ) ## 25015. “Real estate development” means a development (a) which consists or will consist of separately owned lots, parcels or areas with either or both of the following features: (1) one or more additional continguous or noncontiguous lots, parcels, or areas owned in common by the owners of the separately owned lots, parcels, or areas, or (2) mutual, common, or reciprocal interests in or restrictions upon all or portions of such separately owned lots, parcels, or areas; and (b) in which the several owners of the separately owned lots, parcels, or areas have rights, directly or indirectly, to the beneficial use and enjoyment of the lots, parcels, or areas owned in common, or any one or more of them or portions thereof or interests therein, or of the interests or restrictions referred to in clause (a) above, or both. The estate in a separately or commonly owned lot, parcel, or area may be an estate of inheritance or perpetual estate, an estate for life, or an estate for years. The common ownership of the lots, parcels, or areas or the enjoyment of the interests or restrictions referred to in clause (a) above or both may be through ownership of shares of stock or memberships in an owners’ association or otherwise. (Added by Stats. 1968, Ch. 88.)

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