California Corporations Code

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California Corporations Code Section 1
This act shall be known as the Corporations Code.
California Corporations Code Section 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...
California Corporations Code Section 3
All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are...
California Corporations Code Section 4
No action or proceeding commenced before this code takes effect, and no right accrued, is affected by the provisions of this code, but all procedure...
California Corporations Code Section 5
Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.
California Corporations Code Section 6
Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of...
California Corporations Code Section 7
Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised...
California Corporations Code Section 8
Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or...
California Corporations Code Section 9
Whenever reference is made to any portion of this code or of any other law of this State, the reference applies to all amendments and...
California Corporations Code Section 10
"Section" means a section of this code unless some other statute is specifically mentioned. "Subdivision" means a subdivision of the section in which the term...
California Corporations Code Section 11
The present tense includes the past and future tenses, and the future tense includes the present.
California Corporations Code Section 12
The masculine gender includes the feminine and neuter.
California Corporations Code Section 13
The singular number includes the plural, and the plural number includes the singular.
California Corporations Code Section 14
"County" includes "city and county."
California Corporations Code Section 15
"Shall" is mandatory and "may" is permissive.
California Corporations Code Section 16
"Oath" includes affirmation.
California Corporations Code Section 17
"Signature" includes mark when the signer cannot write, such signer's name being written near the mark by a witness who writes his own name near...
California Corporations Code Section 17.1
(a) In addition to the definition set forth in Section 17, the term "signature" includes a signature in a facsimile document filed pursuant to this...
California Corporations Code Section 18
"Person" includes a corporation as well as a natural person.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 100
(a) This division shall be known and may be cited as the General Corporation Law. (b) This title of the Corporations Code, or any division,...
California Corporations Code Section 101
Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division.
California Corporations Code Section 102
(a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that...
California Corporations Code Section 103
Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act...
California Corporations Code Section 104
Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as...
California Corporations Code Section 105
A corporation or association may be sued as provided in the Code of Civil Procedure.
California Corporations Code Section 106
Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of...
California Corporations Code Section 107
No corporation, flexible purpose corporation, association or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.
California Corporations Code Section 108
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
California Corporations Code Section 109
(a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to...
California Corporations Code Section 109.5
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 202 and subdivision (a) and (b) of Section 204 may be...
California Corporations Code Section 110
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be...
California Corporations Code Section 110.5
The Secretary of State may cancel the filing of articles of a domestic corporation or the filing of a statement and designation by a foreign...
California Corporations Code Section 111
All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision...
California Corporations Code Section 112
If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602...
California Corporations Code Section 113
Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered...
California Corporations Code Section 114
All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings,...
California Corporations Code Section 115
As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance...
California Corporations Code Section 116
Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption...
California Corporations Code Section 117
Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the...
California Corporations Code Section 118
Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following: (a) The...
California Corporations Code Section 149
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
California Corporations Code Section 150
A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
California Corporations Code Section 151
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
California Corporations Code Section 152
"Approved by (or approval of) the outstanding shares" means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such...
California Corporations Code Section 153
"Approved by (or approval of) the shareholders" means approved or ratified by the affirmative vote of a majority of the shares represented and voting at...
California Corporations Code Section 154
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to...
California Corporations Code Section 155
"Board" means the board of directors of the corporation.
California Corporations Code Section 156
"Certificate of determination" means a certificate executed and filed pursuant to Section 401.
California Corporations Code Section 156.1
"Certificated security" means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer...
California Corporations Code Section 156.5
"Certificate of Redomestication" is the document by which the appropriate official of another state approves the redomestication of a California insurer.
California Corporations Code Section 157
"Chapter" refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.
California Corporations Code Section 158
(a) "Close corporation" means a corporation, including a close flexible purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a...
California Corporations Code Section 159
"Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment...
California Corporations Code Section 160
(a) Except as provided in subdivision (b), "control" means the possession, direct or indirect, of the power to direct or cause the direction of the...
California Corporations Code Section 161
"Constituent corporation" means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes...
California Corporations Code Section 161.5
"Constituent limited partnership" means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
California Corporations Code Section 161.7
"Constituent other business entity" means an other business entity that is merged with or into one or more corporations and includes the surviving other business
California Corporations Code Section 161.9
"Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
California Corporations Code Section 162
"Corporation", unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of...
California Corporations Code Section 163
"Corporation subject to the Banking Law" (Division 1 (commencing with Section 99) of the Financial Code) means: (a) Any corporation which, with the approval of...
California Corporations Code Section 163.1
For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, "cumulative dividends in arrears" means only cumulative dividends that have not...
California Corporations Code Section 164
"Directors" means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other...
California Corporations Code Section 165
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
California Corporations Code Section 165.5
"Disappearing limited partnership" means a constituent limited partnership which is not the surviving limited partnership.
California Corporations Code Section 166
"Distribution to its shareholders" means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or...
California Corporations Code Section 167
"Domestic corporation" means a corporation formed under the laws of this state.
California Corporations Code Section 167.3
"Domestic limited liability company" means a limited liability company as defined in subdivision (t) of Section 17000.
California Corporations Code Section 167.5
"Domestic limited partnership" means any limited partnership formed under the laws of this state.
California Corporations Code Section 167.7
"Domestic other business entity" means an other business entity organized under the laws of this state.
California Corporations Code Section 167.8
"Disappearing other business entity" means a constituent other business entity that is not the surviving other business entity.
California Corporations Code Section 168
"Equity security" in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership...
California Corporations Code Section 169
"Filed", unless otherwise expressly provided, means filed in the office of the Secretary of State.
California Corporations Code Section 170
"Foreign association" means a business association organized as a trust under the laws of a foreign jurisdiction.
California Corporations Code Section 171
"Foreign corporation" means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259...
California Corporations Code Section 171.03
"Foreign limited liability company" means a foreign limited liability company as defined in subdivision (q) of Section 17001.
California Corporations Code Section 171.05
"Foreign limited partnership" means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than this state or...
California Corporations Code Section 171.07
"Foreign other business entity" means an other business entity organized under the laws of any state, other than this state, or of the District of...
California Corporations Code Section 171.08
"Flexible purpose corporation" means any flexible purpose corporation formed under Division 1.5 (commencing with Section 2500).
California Corporations Code Section 171.1
"Initial transaction statement" means a statement signed by or on behalf of the issuer sent to the new registered owner or registered pledgee, and "written...
California Corporations Code Section 171.3
"Limited liability company" means a limited liability company as defined in subdivision (t) of Section 17001.
California Corporations Code Section 171.5
"Limited partnership" means a partnership formed by two or more persons and having one or more general partners and one or more limited partners, or...
California Corporations Code Section 172
"Liquidation price" or "liquidation preference" means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or distribution of the entire...
California Corporations Code Section 173
"Officers' certificate" means a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the...
California Corporations Code Section 174
"On the certificate" means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on...
California Corporations Code Section 174.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than...
California Corporations Code Section 175
Except as used in Sections 1001, 1101, and 1113, a "parent" of a specified corporation is an affiliate in control (Section 160(a)) of that corporation...
California Corporations Code Section 176
"Preferred shares" means shares other than common shares.
California Corporations Code Section 177
"Proper county" means the county where the principal executive office of the corporation is located or, if the principal executive office of the corporation is...
California Corporations Code Section 178
"Proxy" means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder's attorney in fact giving another person or persons...
California Corporations Code Section 179
"Proxyholder" means the person or persons to whom a proxy is given.
California Corporations Code Section 180
"Redemption price" means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon...
California Corporations Code Section 180.5
"Redomestication" means the transfer of an insurer's place of incorporation from another state to this state or from this state to another state.
California Corporations Code Section 181
"Reorganization" means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a "merger reorganization"). (b) The acquisition...
California Corporations Code Section 182
"Reverse stock split" means the pro rata combination of all the outstanding shares of a class into a smaller number of shares of the same...
California Corporations Code Section 183
"Series" of shares means those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more...
California Corporations Code Section 183.5
"Share exchange tender offer" means any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities...
California Corporations Code Section 184
"Shares" means the units into which the proprietary interests in a corporation are divided in the articles.
California Corporations Code Section 185
"Shareholder" means one who is a holder of record of shares.
California Corporations Code Section 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...
California Corporations Code Section 187
"Short-form merger" means a merger pursuant to Section 1110.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 190
"Surviving corporation" means a corporation into which one or more other corporations or one or more other business entities are merged.
California Corporations Code Section 190.5
"Surviving limited partnership" means a limited partnership into which one or more other limited partnerships or one or more corporations are merged.
California Corporations Code Section 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.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 194
"Vote" includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 201.6
The Secretary of State shall file the certificate of redomestication of an insurer for which articles of incorporation have previously been filed if the Insurance...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 213
Every corporation shall keep at its principal executive office in this state, or if its principal executive office is not in this state at its...
California Corporations Code Section 300
(a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section...
California Corporations Code Section 301
(a) Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting....
California Corporations Code Section 301.5
(a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the board of directors into two or three classes...
California Corporations Code Section 301.7
(a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary dining...
California Corporations Code Section 301.9
Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the corporation's articles...
California Corporations Code Section 302
The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of...
California Corporations Code Section 303
(a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to...
California Corporations Code Section 304
The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of...
California Corporations Code Section 305
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
California Corporations Code Section 306
If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation's initial directors have not...
California Corporations Code Section 307
(a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following...
California Corporations Code Section 308
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
California Corporations Code Section 309
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 310
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any corporation, firm or...
California Corporations Code Section 311
The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or...
California Corporations Code Section 312
(a) A corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
California Corporations Code Section 313
Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement,...
California Corporations Code Section 314
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 315
(a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation...
California Corporations Code Section 316
(a) Subject to the provisions of Section 309, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
California Corporations Code Section 317
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
California Corporations Code Section 318
(a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of...
California Corporations Code Section 400
(a) A corporation may issue one or more classes or series of shares or both, with full, limited or no voting rights and with such...
California Corporations Code Section 401
(a) Before any corporation issues any shares of any class or series of which the rights, preferences, privileges, and restrictions, or any of them, or...
California Corporations Code Section 402
(a) A corporation may provide in its articles for one or more classes or series of shares which are redeemable, in whole or in part,...
California Corporations Code Section 402.5
The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series of preferred shares (Section 176) the designation of which includes...
California Corporations Code Section 403
(a) When so provided in the articles, a corporation may issue shares convertible within the time or upon the happening of one or more specified...
California Corporations Code Section 404
Either in connection with the issue, subscription or sale of any of its shares, bonds, debentures, notes or other securities or independently thereof, a corporation...
California Corporations Code Section 405
(a) If at the time of granting option or conversion rights or at any later time the corporation is not authorized by its articles to...
California Corporations Code Section 406
Unless the articles provide otherwise, the board may issue shares, options or securities having conversion or option rights without first offering them to shareholders of...
California Corporations Code Section 407
A corporation may, but is not required to, issue fractions of a share originally or upon transfer. If it does not issue fractions of a...
California Corporations Code Section 408
(a) A corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and...
California Corporations Code Section 409
(a) Shares may be issued: (1) For such consideration as is determined from time to time by the board, or by the shareholders if the...
California Corporations Code Section 410
(a) Every subscriber to shares and every person to whom shares are originally issued is liable to the corporation for the full consideration agreed to...
California Corporations Code Section 411
A transferee of shares for which the full agreed consideration has not been paid to the issuing corporation, who acquired them in good faith, without...
California Corporations Code Section 412
Every transferee of partly paid shares who acquired them under a certificate or initial transaction statement showing the fact of part payment, and every transferee...
California Corporations Code Section 413
A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any...
California Corporations Code Section 414
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a shareholder to...
California Corporations Code Section 415
Nothing in this division shall be construed as a derogation of any rights or remedies which any creditor or shareholder may have against any promoter,...
California Corporations Code Section 416
(a) Every holder of shares in a corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman...
California Corporations Code Section 417
If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate...
California Corporations Code Section 418
(a) There shall also appear on the certificate, the initial transaction statement, and written statements (unless stated or summarized under subdivision (a) or (b) of...
California Corporations Code Section 419
(a) A domestic or foreign corporation may issue a new share certificate or a new certificate for any other security in the place of any...
California Corporations Code Section 420
Neither a domestic nor foreign corporation nor its transfer agent or registrar is liable: (a) For transferring or causing to be transferred on the books...
California Corporations Code Section 421
Each holder of shares of a close corporation, whether original or subsequent, by accepting the certificates for the shares which contain the legend required by...
California Corporations Code Section 422
(a) When the articles are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any...
California Corporations Code Section 423
(a) Shares are not assessable except as provided in this section or as otherwise provided by a statute other than this division. If the articles...
California Corporations Code Section 500
(a) Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) unless the board of directors has...
California Corporations Code Section 501
Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) if the corporation or the subsidiary making...
California Corporations Code Section 503
(a) The provisions of Sections 500 and 501 shall not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds...
California Corporations Code Section 504
(a) The provisions of Section 500 do not apply to a dividend declared by either of the following: (1) A regulated investment company, as defined...
California Corporations Code Section 505
Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in...
California Corporations Code Section 506
(a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts indicating the impropriety thereof is liable to the corporation for...
California Corporations Code Section 508
This chapter does not apply in connection with any proceeding for winding up and dissolution under Chapter 18 or 19.
California Corporations Code Section 509
(a) A corporation may redeem any or all shares which are redeemable at its option by (1) giving notice of redemption as provided in subdivisions...
California Corporations Code Section 510
(a) When a corporation reacquires its own shares, those shares are restored to the status of authorized but unissued shares, unless the articles prohibit the...
California Corporations Code Section 511
Notwithstanding the provisions of this chapter, a negotiable instrument issued by a corporation for the purchase or redemption of shares shall be enforceable by a...
California Corporations Code Section 600
(a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with...
California Corporations Code Section 601
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less...
California Corporations Code Section 602
(a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum...
California Corporations Code Section 603
(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without...
California Corporations Code Section 604
(a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100...
California Corporations Code Section 605
(a) For the purpose of determining whether a corporation has outstanding shares held of record by 100 or more persons, shares shall be deemed to...
California Corporations Code Section 700
(a) Except as provided in Section 708 and except as may be otherwise provided in the articles, each outstanding share, regardless of class, shall be...
California Corporations Code Section 701
(a) In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of...
California Corporations Code Section 702
(a) Subject to subdivision (c) of Section 703, shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either...
California Corporations Code Section 703
(a) Shares standing in the name of another corporation, domestic or foreign, may be voted by an officer, agent, or proxyholder as the bylaws of...
California Corporations Code Section 704
If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband...
California Corporations Code Section 705
(a) Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. Any proxy purporting...
California Corporations Code Section 706
(a) Notwithstanding any other provision of this division, an agreement between two or more shareholders of a corporation, if in writing and signed by the...
California Corporations Code Section 707
(a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
California Corporations Code Section 708
(a) Except as provided in Sections 301.5 and 708.5, every shareholder complying with subdivision (b) and entitled to vote at any election of directors may...
California Corporations Code Section 708.5
(a) For purposes of this section,the following definitions shall apply: (1) "Uncontested election" means an election of directors in which, at the expiration of the...
California Corporations Code Section 709
(a) Upon the filing of an action therefor by any shareholder or by any person who claims to have been denied the right to vote,...
California Corporations Code Section 710
(a) This section applies to a corporation with outstanding shares held of record by 100 or more persons (determined as provided in Section 605) that...
California Corporations Code Section 711
(a) The Legislature finds and declares that: Many of the residents of this state are the legal and beneficial owners or otherwise the ultimate beneficiaries...
California Corporations Code Section 800
(a) As used in this section, "corporation" includes an unincorporated association; "board" includes the managing body of an unincorporated association; "shareholder" includes a member of...
California Corporations Code Section 900
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
California Corporations Code Section 901
Before any shares have been issued, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, if...
California Corporations Code Section 902
(a) After any shares have been issued, amendments may be adopted if approved by the board and approved by the outstanding shares (Section 152), either...
California Corporations Code Section 903
(a) A proposed amendment must be approved by the outstanding shares (Section 152) of a class, whether or not such class is entitled to vote...
California Corporations Code Section 904
(a) Except as provided in subdivision (b), if any amendment of the articles would make shares assessable or would authorize remedy by action for the...
California Corporations Code Section 905
In the case of amendments adopted after the corporation has issued any shares, the corporation shall file a certificate of amendment, which shall consist of...
California Corporations Code Section 906
In the case of amendments adopted by the incorporators or the board under Section 901, the corporation shall file a certificate of amendment signed and...
California Corporations Code Section 907
(a) The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (1) By...
California Corporations Code Section 908
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any stock split, reverse stock split,...
California Corporations Code Section 909
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, if it has...
California Corporations Code Section 910
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
California Corporations Code Section 911
(a) A corporation may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit...
California Corporations Code Section 1000
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
California Corporations Code Section 1001
(a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are...
California Corporations Code Section 1002
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
California Corporations Code Section 1100
Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167),...
California Corporations Code Section 1101
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
California Corporations Code Section 1101.1
Subdivision (c) of Section 1113 and the last two sentences of Section 1101 do not apply to any transaction if the Commissioner of Corporations, the...
California Corporations Code Section 1102
Each corporation shall sign the agreement by its chairman of the board, president or a vice president and secretary or an assistant secretary acting on...
California Corporations Code Section 1103
After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200),...
California Corporations Code Section 1104
Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of...
California Corporations Code Section 1105
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
California Corporations Code Section 1106
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
California Corporations Code Section 1107
(a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to...
California Corporations Code Section 1107.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
California Corporations Code Section 1108
(a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by...
California Corporations Code Section 1109
Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another...
California Corporations Code Section 1110
(a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the...
California Corporations Code Section 1111
If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved...
California Corporations Code Section 1112
If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a...
California Corporations Code Section 1112.5
If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a flexible purpose corporation, both of...
California Corporations Code Section 1113
(a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not...
California Corporations Code Section 1150
For purposes of this chapter, the following definitions shall apply: (a) "Converted corporation" means a corporation that results from a conversion of an other business...
California Corporations Code Section 1151
(a) A corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, (1) each share...
California Corporations Code Section 1152
(a) A corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion shall state...
California Corporations Code Section 1153
(a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation converting...
California Corporations Code Section 1155
(a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the...
California Corporations Code Section 1156
(a) Whenever a corporation or other business entity having any real property in this state converts into a corporation or an other business entity pursuant...
California Corporations Code Section 1157
(a) An other business entity or a foreign other business entity or a foreign corporation may be converted into a corporation pursuant to this chapter...
California Corporations Code Section 1158
(a) An entity that converts into another entity pursuant to this chapter is for all purposes other than for the purposes of Part 10 (commencing...
California Corporations Code Section 1159
The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation...
California Corporations Code Section 1160
(a) Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150)...
California Corporations Code Section 1200
A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by the board of: (a) Each constituent corporation in a...
California Corporations Code Section 1201
(a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of each class of each corporation the approval of...
California Corporations Code Section 1201.5
(a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the outstanding shares (Section 152) of each class...
California Corporations Code Section 1202
(a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of...
California Corporations Code Section 1203
(a) If a tender offer, including a share exchange tender offer (Section 183.5), or a written proposal for approval of a reorganization subject to Section...
California Corporations Code Section 1300
(a) If the approval of the outstanding shares (Section 152) of a corporation is required for a reorganization under subdivisions (a) and (b) or subdivision...
California Corporations Code Section 1301
(a) If, in the case of a reorganization, any shareholders of a corporation have a right under Section 1300, subject to compliance with paragraphs (3)...
California Corporations Code Section 1302
Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (i) of Section...
California Corporations Code Section 1303
(a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder...
California Corporations Code Section 1304
(a) If the corporation denies that the shares are dissenting shares, or the corporation and the shareholder fail to agree upon the fair market value...
California Corporations Code Section 1305
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per share. Within the time fixed...
California Corporations Code Section 1306
To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shares of their fair market value, they shall...
California Corporations Code Section 1307
Cash dividends declared and paid by the corporation upon the dissenting shares after the date of approval of the reorganization by the outstanding shares (Section...
California Corporations Code Section 1308
Except as expressly limited in this chapter, holders of dissenting shares continue to have all the rights and privileges incident to their shares, until the...
California Corporations Code Section 1309
Dissenting shares lose their status as dissenting shares and the holders thereof cease to be dissenting shareholders and cease to be entitled to require the...
California Corporations Code Section 1310
If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders in authorizing a reorganization, any proceedings under Sections 1304...
California Corporations Code Section 1311
This chapter, except Section 1312, does not apply to classes of shares whose terms and provisions specifically set forth the amount to be paid in...
California Corporations Code Section 1312
(a) No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder...
California Corporations Code Section 1313
A conversion pursuant to Chapter 11.5 (commencing with Section 1150) shall be deemed to constitute a reorganization for purposes of applying the provisions of this...
California Corporations Code Section 1400
(a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or...
California Corporations Code Section 1401
(a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by such corporation pursuant to Section 1400...
California Corporations Code Section 1402
The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the...
California Corporations Code Section 1403
For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as...
California Corporations Code Section 1500
Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees...
California Corporations Code Section 1501
(a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the...
California Corporations Code Section 1502
(a) Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a...
California Corporations Code Section 1502.1
(a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall file annually, within 150 days after the end of...
California Corporations Code Section 1502.5
The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fund shall be administered by the Secretary of State who...
California Corporations Code Section 1503
(a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may file a signed and acknowledged written statement of...
California Corporations Code Section 1504
If a natural person who has been designated agent for service of process pursuant to Section 202, 1502, 2105, or 2117 dies or resigns or...
California Corporations Code Section 1505
(a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant...
California Corporations Code Section 1506
Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make...
California Corporations Code Section 1507
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
California Corporations Code Section 1508
The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or Chapter 6 (commencing...
California Corporations Code Section 1509
For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation shall, upon written request from...
California Corporations Code Section 1510
(a) Any foreign corporation qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a...
California Corporations Code Section 1511
Any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or...
California Corporations Code Section 1512
(a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named in a share certificate as a shareholder or...
California Corporations Code Section 1600
(a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at...
California Corporations Code Section 1601
(a) The accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation,...
California Corporations Code Section 1602
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
California Corporations Code Section 1603
(a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enforce the right of inspection with just and...
California Corporations Code Section 1604
In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of the corporation to comply with a proper...
California Corporations Code Section 1605
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
California Corporations Code Section 1700
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,...
California Corporations Code Section 1701
Delivery by hand of a copy of any process against the corporation (a) to any natural person designated by it as agent or (b), if...
California Corporations Code Section 1702
(a) If an agent for the purpose of service of process has resigned and has not been replaced or if the agent designated cannot with...
California Corporations Code Section 1800
(a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed...
California Corporations Code Section 1801
(a) The Attorney General may bring an action against any domestic corporation or purported domestic corporation in the name of the people of this state,...
California Corporations Code Section 1802
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in subdivision (b)(2) of...
California Corporations Code Section 1803
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
California Corporations Code Section 1804
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
California Corporations Code Section 1805
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 1804. (b) When an involuntary proceeding...
California Corporations Code Section 1806
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
California Corporations Code Section 1807
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
California Corporations Code Section 1808
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 1805 and the determination that the corporation's...
California Corporations Code Section 1809
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 2000
(a) Subject to any contrary provision in the articles, in any suit for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the...
California Corporations Code Section 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...
California Corporations Code Section 2002
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 2100
This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 2103
Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1607, inclusive, of the Insurance Code or prevents any foreign insurance...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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)...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 2307
Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificated representing shares of corporations existing on...
California Corporations Code Section 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...
California Corporations Code Section 2309
Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 2500
This division shall be known and may be cited as the Corporate Flexibility Act of 2011.
California Corporations Code Section 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...
California Corporations Code Section 2502
This division applies only to flexible purpose corporations organized expressly under this division whether organized or existing under this division or merged or converted into...
California Corporations Code Section 2502.01
Every flexible purpose corporation organized under the laws of this state or similar foreign flexible purpose corporation, all of the capital stock of which is...
California Corporations Code Section 2502.02
Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, that reference is to that statute as...
California Corporations Code Section 2502.03
A flexible purpose corporation may be sued in the same manner as a corporation as provided in the Code of Civil Procedure.
California Corporations Code Section 2502.04
A flexible purpose corporation formed under this division shall, in respect of its property, as a condition of its existence as a flexible purpose corporation,...
California Corporations Code Section 2502.05
The fees of the Secretary of State for filing instruments by or on behalf of flexible purpose corporations shall be the same fees prescribed for...
California Corporations Code Section 2502.06
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 2602 and subdivisions (a) and (b) of Section 2603 may be...
California Corporations Code Section 2502.07
Nothing contained in this division shall be construed to modify the provisions of subdivision (h) of Section 25102, or the conditions provided therein to the...
California Corporations Code Section 2503
"Annual report" means the report required by subdivision (a) of Section 3500, including the information specified in subdivision (b) of Section 3500.
California Corporations Code Section 2503.1
"Close flexible purpose corporation" means a flexible purpose corporation that is also a close corporation.
California Corporations Code Section 2504
"Constituent flexible purpose corporation" means a flexible purpose corporation that is merged with or into one or more corporations or one or more other business...
California Corporations Code Section 2505
"Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150) of Division 1 and Chapter 9 (commencing with Section 3300) of this division.
California Corporations Code Section 2506
"Disappearing flexible purpose corporation" means a constituent flexible purpose corporation that is not the surviving entity.
California Corporations Code Section 2507
"Domestic flexible purpose corporation" means a corporation organized under this division.
California Corporations Code Section 2509
"Flexible purpose corporation," unless otherwise expressly provided, refers only to a corporation organized under this division.
California Corporations Code Section 2510
"Flexible purpose corporation subject to the Banking Law" means any of the following: (a) A flexible purpose corporation that, with the approval of the Commissioner...
California Corporations Code Section 2510.1
"Flexible purpose corporation subject to the Insurance Code as an insurer" means a flexible purpose corporation that has met the requirements of Sections 201.5, 201.6,...
California Corporations Code Section 2511
"Reorganization" means a merger reorganization, an exchange reorganization, or a sale of assets reorganization. (a) "Merger reorganization" means a merger pursuant to Chapter 11 (commencing...
California Corporations Code Section 2512
"Share exchange tender offer" means any acquisition by one flexible purpose corporation in exchange in whole or in part for its equity securities, or the...
California Corporations Code Section 2513
"Special purpose" means the special purpose set forth in a flexible purpose corporation's articles pursuant to subdivision (b) of Section 2602.
California Corporations Code Section 2514
"Special purpose current report" means the report required of a flexible purpose corporation pursuant to Section 3501.
California Corporations Code Section 2515
"Special purpose MD&A" means the management discussion and analysis required of a flexible purpose corporation pursuant to subdivision (b) of Section 3500.
California Corporations Code Section 2516
"Special purpose objectives" means those objectives set forth by management and the directors of a flexible purpose corporation for purposes of measuring the impact of...
California Corporations Code Section 2517
"Surviving flexible purpose corporation" means a flexible purpose corporation into which one or more other corporations or one or more other business entities is merged.
California Corporations Code Section 2600
(a) One or more natural persons, partnerships, associations, flexible purpose corporations, or corporations, domestic or foreign, may form a flexible purpose corporation under this division...
California Corporations Code Section 2600.5
(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...
California Corporations Code Section 2601
(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...
California Corporations Code Section 2602
The articles of incorporation shall set forth: (a) The name of the flexible purpose corporation that shall contain the words "flexible purpose corporation" or an...
California Corporations Code Section 2603
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...
California Corporations Code Section 2604
Subject to any limitation contained in the articles, to compliance with any other applicable laws, and to consistency with the special purpose of the flexible...
California Corporations Code Section 2605
Subject to any limitations contained in the articles, to compliance with other provisions of this division and any other applicable laws, and to consistency with...
California Corporations Code Section 2700
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 2701
(a) Subject to Section 2700, directors of a flexible purpose corporation who approve any of the following corporate actions shall be jointly and severally liable...
California Corporations Code Section 2702
(a) For the purposes of this section: (1) "Agent" means any person who is or was a director, officer, employee, or other agent of the...
California Corporations Code Section 2800
(a) All certificates representing shares of a flexible purpose corporation shall contain, in addition to any other statements required by this section, the following conspicuous...
California Corporations Code Section 2900
(a) As used in this section: (1) "Flexible purpose corporation" includes an unincorporated association. (2) "Board" includes the managing body of an unincorporated association. (3)...
California Corporations Code Section 3000
(a) A proposed amendment to the articles of a flexible purpose corporation shall be approved by the outstanding shares of a class, regardless of whether...
California Corporations Code Section 3001
(a) A flexible purpose corporation may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation, nonprofit mutual benefit...
California Corporations Code Section 3002
(a) A flexible purpose corporation may, by amendment of its articles pursuant to this section, convert to a domestic corporation. (b) The amendment of the...
California Corporations Code Section 3100
(a) A flexible purpose corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal...
California Corporations Code Section 3200
If any disappearing flexible purpose corporation in a merger is a close flexible purpose corporation and the surviving flexible purpose corporation is not a close...
California Corporations Code Section 3201
If any disappearing corporation in a merger is a flexible purpose corporation and the surviving entity is not a flexible purpose corporation, or is a...
California Corporations Code Section 3202
If a disappearing flexible purpose corporation in a merger is a flexible purpose corporation governed by this division and the surviving corporation is a nonprofit...
California Corporations Code Section 3203
(a) Any one or more flexible purpose corporations may merge with one or more other business entities. One or more domestic flexible purpose corporations not...
California Corporations Code Section 3300
For purposes of this chapter, the following definitions shall apply: (a) "Converted flexible purpose corporation" means a flexible purpose corporation that results from a conversion...
California Corporations Code Section 3301
(a) A flexible purpose corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, each...
California Corporations Code Section 3302
(a) A flexible purpose corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion...
California Corporations Code Section 3303
(a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the outstanding shares of a flexible purpose...
California Corporations Code Section 3304
(a) To convert a flexible purpose corporation: (1) If the flexible purpose corporation is converting into a domestic limited partnership, a statement of conversion shall...
California Corporations Code Section 3305
The shareholders of a converting flexible purpose corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of Division 1 of...
California Corporations Code Section 3306
Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for...
California Corporations Code Section 3400
A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent flexible purpose corporation...
California Corporations Code Section 3401
(a) The principal terms of a reorganization shall be approved by the outstanding shares of each class of each flexible purpose corporation the approval of...
California Corporations Code Section 3500
(a) The board of a flexible purpose corporation shall cause an annual report to be sent to the shareholders not later than 120 days after...
California Corporations Code Section 3501
(a) The board shall cause a special purpose current report to be sent to the shareholders not later than 45 days following the occurrence of...
California Corporations Code Section 3502
(a) Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall require a detailing or itemization of every relevant expenditure incurred, or planned...
California Corporations Code Section 3503
Any officers, directors, employees, or agents of a flexible purpose corporation who do any of the following shall be liable jointly and severally for all...
California Corporations Code Section 5000
This division shall be known and may be cited as the Nonprofit Corporation Law.
California Corporations Code Section 5001
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
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California Corporations Code Section 5001
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
California Corporations Code Section 5002
Unless the provisions or the context otherwise requires, the general provisions and definitions set forth in this part govern the construction of this part and...
California Corporations Code Section 5003
(a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part 4 of this division; (2) Corporations expressly...
California Corporations Code Section 5004
A corporation may be sued as provided in the Code of Civil Procedure.
California Corporations Code Section 5005
Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
California Corporations Code Section 5005.1
(a) Except for a liability which may be insured against pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an authorized corporation...
California Corporations Code Section 5006
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
California Corporations Code Section 5007
Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corporation, or a foreign business corporation filed pursuant to the provisions of...
California Corporations Code Section 5008
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part...
California Corporations Code Section 5008.5
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
California Corporations Code Section 5008.6
(a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not...
California Corporations Code Section 5009
Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-, or third-class...
California Corporations Code Section 5010
If the articles or bylaws provide for more or less than one vote for any membership on any matter, the references in Sections 5033 and...
California Corporations Code Section 5011
All references in Part 3 (commencing with Section 7110) to the voting of memberships include the voting of securities given voting rights in the articles...
California Corporations Code Section 5012
All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) to...
California Corporations Code Section 5013
As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110), "independent...
California Corporations Code Section 5014
Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means such a vote regardless of limitations or...
California Corporations Code Section 5015
Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110), or Part...
California Corporations Code Section 5016
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
California Corporations Code Section 5030
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
California Corporations Code Section 5031
A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
California Corporations Code Section 5032
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
California Corporations Code Section 5033
"Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section...
California Corporations Code Section 5034
"Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
California Corporations Code Section 5035
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
California Corporations Code Section 5036
(a) Except as provided in subdivision (b) or (c), "authorized number" means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative...
California Corporations Code Section 5037
"Bylaws" includes amendments thereto and amended bylaws.
California Corporations Code Section 5038
"Board" means the board of directors of the corporation.
California Corporations Code Section 5039
"Business corporation" means a corporation as defined in Section 162 of the General Corporation Law.
California Corporations Code Section 5039.5
The term "chair" includes "chairperson," "chairman," and "chairwoman." All references in this division to "chairman" shall be deemed to refer to "chair."
California Corporations Code Section 5040
"Chapter" refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110)...
California Corporations Code Section 5041
"Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
California Corporations Code Section 5043
"Common shares," as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution...
California Corporations Code Section 5044
"Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation.
California Corporations Code Section 5045
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
California Corporations Code Section 5046
(a) "Corporation" as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b)...
California Corporations Code Section 5047
Except where otherwise expressly provided, "directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural...
California Corporations Code Section 5047.5
(a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the efficient...
California Corporations Code Section 5048
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
California Corporations Code Section 5049
"Distribution" means the distribution of any gains, profits or dividends to any member as such. As used in this section, "member" means any person who...
California Corporations Code Section 5050
"Domestic corporation" means a corporation formed under the laws of this state.
California Corporations Code Section 5051
"Filed," unless otherwise expressly provided, means filed in the office of the Secretary of State.
California Corporations Code Section 5052
"Foreign business corporation," as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does...
California Corporations Code Section 5053
"Foreign corporation" means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction's law for the incorporation of nonprofit corporations; except that...
California Corporations Code Section 5054
"Incentive and benefit plans," as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or...
California Corporations Code Section 5055
"Liquidating price" or "liquidation preference," as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or...
California Corporations Code Section 5056
(a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
California Corporations Code Section 5057
A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this division.
California Corporations Code Section 5058
"Membership certificate," as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation.
California Corporations Code Section 5059
"Nonprofit mutual benefit corporation" or "mutual benefit corporation" means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part...
California Corporations Code Section 5060
"Nonprofit public benefit corporation" or "public benefit corporation" means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part...
California Corporations Code Section 5061
"Nonprofit religious corporation" or "religious corporation" means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant...
California Corporations Code Section 5062
"Officer's certificate" means a certificate signed and verified by the chair of the board, the president or any vice president and by the secretary, the...
California Corporations Code Section 5063
"On the certificate," as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on...
California Corporations Code Section 5063.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a...
California Corporations Code Section 5064
A "parent" of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries.
California Corporations Code Section 5064.5
"Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
California Corporations Code Section 5065
"Person," in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic...
California Corporations Code Section 5067
"Preferred shares," as used in Part 3 (commencing with Section 7110), means shares other than common shares.
California Corporations Code Section 5068
"Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
California Corporations Code Section 5069
"Proxy" means a written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf...
California Corporations Code Section 5070
"Proxyholder" means the person or persons to whom a proxy is given.
California Corporations Code Section 5071
"Shareholder," as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares.
California Corporations Code Section 5072
"Shares," as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business...
California Corporations Code Section 5073
(a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation more than 50 percent of the voting power of which...
California Corporations Code Section 5074
"Surviving corporation" means a corporation into which one or more other corporations are merged.
California Corporations Code Section 5075
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
California Corporations Code Section 5076
"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...
California Corporations Code Section 5077
"Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or subdivision...
California Corporations Code Section 5078
"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...
California Corporations Code Section 5079
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code, including an electronic transmission by a corporation that satisfies...
California Corporations Code Section 5080
"Written ballot" does not include a ballot distributed at a special or regular meeting of members.
California Corporations Code Section 5110
This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.
California Corporations Code Section 5111
Subject to any other provisions of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
California Corporations Code Section 5120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
California Corporations Code Section 5121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
California Corporations Code Section 5122
(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...
California Corporations Code Section 5130
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
California Corporations Code Section 5131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
California Corporations Code Section 5132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
California Corporations Code Section 5133
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...
California Corporations Code Section 5134
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...
California Corporations Code Section 5140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
California Corporations Code Section 5141
Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
California Corporations Code Section 5142
(a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of...
California Corporations Code Section 5150
(a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the...
California Corporations Code Section 5151
(a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it may only be changed by an amendment...
California Corporations Code Section 5152
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
California Corporations Code Section 5153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
California Corporations Code Section 5160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
California Corporations Code Section 5210
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
California Corporations Code Section 5211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
California Corporations Code Section 5212
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
California Corporations Code Section 5213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
California Corporations Code Section 5214
Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
California Corporations Code Section 5215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 5220
(a) Except as provided in subdivision (d), directors shall be elected for the terms, not longer than four years, as are fixed in the articles...
California Corporations Code Section 5221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
California Corporations Code Section 5222
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50...
California Corporations Code Section 5223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or...
California Corporations Code Section 5224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
California Corporations Code Section 5225
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
California Corporations Code Section 5226
Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors...
California Corporations Code Section 5227
(a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be...
California Corporations Code Section 5230
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
California Corporations Code Section 5231
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 5232
(a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
California Corporations Code Section 5233
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a...
California Corporations Code Section 5234
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its...
California Corporations Code Section 5235
(a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be...
California Corporations Code Section 5236
(a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by...
California Corporations Code Section 5237
(a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
California Corporations Code Section 5238
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
California Corporations Code Section 5239
(a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer...
California Corporations Code Section 5240
(a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation's public or charitable programs...
California Corporations Code Section 5241
Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper cases to direct or permit a corporation to deviate...
California Corporations Code Section 5250
A corporation is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain the condition of its affairs...
California Corporations Code Section 5260
Any other provision of law notwithstanding, every corporation, during any period or periods such corporation is deemed to be a "private foundation" as defined in...
California Corporations Code Section 5310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
California Corporations Code Section 5311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
California Corporations Code Section 5312
No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have...
California Corporations Code Section 5313
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
California Corporations Code Section 5320
(a) Subject to Section 5613, and unless otherwise provided in the corporation's articles or bylaws: (1) No member may transfer a membership or any right...
California Corporations Code Section 5330
A corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.
California Corporations Code Section 5331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
California Corporations Code Section 5332
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
California Corporations Code Section 5340
(a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred,...
California Corporations Code Section 5341
(a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the...
California Corporations Code Section 5342
(a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part...
California Corporations Code Section 5350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
California Corporations Code Section 5351
A corporation may levy dues, assessments or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
California Corporations Code Section 5352
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
California Corporations Code Section 5353
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
California Corporations Code Section 5354
A person holding a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid...
California Corporations Code Section 5410
No corporation shall make any distribution. This section shall not apply to the purchase of a membership in a limited-equity housing cooperative, as defined in...
California Corporations Code Section 5420
(a) Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the...
California Corporations Code Section 5510
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with...
California Corporations Code Section 5511
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
California Corporations Code Section 5512
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions...
California Corporations Code Section 5513
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting...
California Corporations Code Section 5514
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an...
California Corporations Code Section 5515
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates, or...
California Corporations Code Section 5516
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
California Corporations Code Section 5517
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
California Corporations Code Section 5520
(a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations...
California Corporations Code Section 5521
A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except...
California Corporations Code Section 5522
A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for...
California Corporations Code Section 5523
A corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director...
California Corporations Code Section 5524
A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment with...
California Corporations Code Section 5525
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election...
California Corporations Code Section 5526
Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director...
California Corporations Code Section 5527
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
California Corporations Code Section 5610
Except as provided in a corporation's articles or bylaws or Section 5616, each member shall be entitled to one vote on each matter submitted to...
California Corporations Code Section 5611
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
California Corporations Code Section 5612
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common,...
California Corporations Code Section 5613
(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited...
California Corporations Code Section 5614
A voting agreement or voting trust agreement entered into by a member or members of a corporation shall not be enforced.
California Corporations Code Section 5615
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
California Corporations Code Section 5616
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the...
California Corporations Code Section 5617
(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the...
California Corporations Code Section 5710
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized...
California Corporations Code Section 5810
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
California Corporations Code Section 5811
Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so...
California Corporations Code Section 5812
(a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by the board and approved by the members (Section...
California Corporations Code Section 5813
An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by...
California Corporations Code Section 5813.5
(a) A public benefit corporation may amend its articles to change its status to that of a mutual benefit corporation, a religious corporation, a business...
California Corporations Code Section 5814
(a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an amendment, the corporation shall file a certificate of amendment,...
California Corporations Code Section 5815
In the case of amendments adopted by the incorporators under Section 5811, the corporation shall file a certificate of amendment signed and verified by a...
California Corporations Code Section 5816
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
California Corporations Code Section 5817
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
California Corporations Code Section 5818
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term...
California Corporations Code Section 5819
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
California Corporations Code Section 5820
(a) Amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the corporation,...
California Corporations Code Section 5910
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
California Corporations Code Section 5911
(a) Subject to the provisions of Section 5142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
California Corporations Code Section 5912
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
California Corporations Code Section 5913
Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before...
California Corporations Code Section 5914
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the...
California Corporations Code Section 5915
Within 60 days of the receipt of the written notice required by Section 5914, the Attorney General shall notify the public benefit corporation in writing...
California Corporations Code Section 5916
Prior to issuing any written decision referred to in Section 5915, the Attorney General shall conduct one or more public meetings, one of which shall...
California Corporations Code Section 5917
The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a)...
California Corporations Code Section 5917.5
The Attorney General shall not consent to a health facility agreement or transaction pursuant to Section 5914 or Section 5920 in which the seller restricts...
California Corporations Code Section 5918
The Attorney General may adopt regulations implementing this article.
California Corporations Code Section 5919
(a) Within the time periods designated in Section 5915 and relating to those factors specified in Section 5917, the Attorney General may do the following:...
California Corporations Code Section 5920
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health care facility, as defined in Section 1250 of...
California Corporations Code Section 5921
Within 60 days of the receipt of the written notice required by Section 5920, the Attorney General shall notify the nonprofit corporation in writing of...
California Corporations Code Section 5922
Prior to issuing any written decision referred to in Section 5921, the Attorney General shall conduct one or more public meetings, one of which shall...
California Corporations Code Section 5923
The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a)...
California Corporations Code Section 5924
(a) Within the time periods designated in Section 5921 and relating to those factors specified in Section 5923, the Attorney General may do the following:...
California Corporations Code Section 5925
The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
California Corporations Code Section 5930
(a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be established for...
California Corporations Code Section 6010
(a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5). However, without the prior...
California Corporations Code Section 6011
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
California Corporations Code Section 6012
The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons...
California Corporations Code Section 6013
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
California Corporations Code Section 6014
After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012,...
California Corporations Code Section 6015
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
California Corporations Code Section 6016
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
California Corporations Code Section 6017
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
California Corporations Code Section 6018
(a) Subject to the provisions of Section 6010, the merger of any number of corporations with any number of foreign corporations may be effected if...
California Corporations Code Section 6019
If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply...
California Corporations Code Section 6019.1
(a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section...
California Corporations Code Section 6020
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
California Corporations Code Section 6020.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
California Corporations Code Section 6021
Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or foreign...
California Corporations Code Section 6022
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
California Corporations Code Section 6110
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
California Corporations Code Section 6210
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a...
California Corporations Code Section 6211
(a) An agent designated for service of process pursuant to Section 6210 may file a signed and acknowledged written statement of resignation as that agent....
California Corporations Code Section 6212
If a natural person who has been designated agent for service of process pursuant to Section 6210 dies or resigns or no longer resides in...
California Corporations Code Section 6214
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
California Corporations Code Section 6215
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
California Corporations Code Section 6216
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter,...
California Corporations Code Section 6310
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
California Corporations Code Section 6311
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
California Corporations Code Section 6312
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
California Corporations Code Section 6313
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
California Corporations Code Section 6320
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board and committees...
California Corporations Code Section 6321
(a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later...
California Corporations Code Section 6322
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
California Corporations Code Section 6323
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
California Corporations Code Section 6324
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of...
California Corporations Code Section 6325
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
California Corporations Code Section 6330
(a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
California Corporations Code Section 6331
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 6330 by the authorized number...
California Corporations Code Section 6332
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
California Corporations Code Section 6333
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
California Corporations Code Section 6334
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
California Corporations Code Section 6335
Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustrated by (1) any delay by the corporation...
California Corporations Code Section 6336
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 6330 or Section 6333, the superior...
California Corporations Code Section 6337
In any action or proceeding under this article, and except as required by Section 6331, if the court finds the failure of the corporation to...
California Corporations Code Section 6338
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
California Corporations Code Section 6410
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
California Corporations Code Section 6510
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
California Corporations Code Section 6511
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
California Corporations Code Section 6512
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
California Corporations Code Section 6513
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
California Corporations Code Section 6514
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
California Corporations Code Section 6515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514. (b) When an involuntary proceeding...
California Corporations Code Section 6516
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
California Corporations Code Section 6517
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
California Corporations Code Section 6518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 and the determination that the corporation's...
California Corporations Code Section 6519
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
California Corporations Code Section 6610
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by...
California Corporations Code Section 6611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed...
California Corporations Code Section 6612
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
California Corporations Code Section 6613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board...
California Corporations Code Section 6614
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,...
California Corporations Code Section 6615
(a) When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a...
California Corporations Code Section 6616
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...
California Corporations Code Section 6617
(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...
California Corporations Code Section 6618
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this...
California Corporations Code Section 6710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution...
California Corporations Code Section 6711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
California Corporations Code Section 6712
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...
California Corporations Code Section 6713
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
California Corporations Code Section 6714
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...
California Corporations Code Section 6715
After complying with the provisions of Section 6713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
California Corporations Code Section 6716
After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of a corporation's assets shall be disposed of on...
California Corporations Code Section 6717
Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property...
California Corporations Code Section 6718
(a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their...
California Corporations Code Section 6719
(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...
California Corporations Code Section 6720
(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...
California Corporations Code Section 6721
(a) In all cases where a corporation has been dissolved, any person to whom assets were distributed upon dissolution may be sued in the corporate...
California Corporations Code Section 6810
(a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary of State shall provide a notice of that...
California Corporations Code Section 6811
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
California Corporations Code Section 6812
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
California Corporations Code Section 6813
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
California Corporations Code Section 6814
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation, who knowingly exhibits any false, forged or altered...
California Corporations Code Section 6815
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 6910
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
California Corporations Code Section 7110
This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law.
California Corporations Code Section 7111
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
California Corporations Code Section 7120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
California Corporations Code Section 7121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
California Corporations Code Section 7122
(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...
California Corporations Code Section 7122.3
The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the...
California Corporations Code Section 7130
The articles of incorporation of a corporation formed under this part shall set forth the following: (a) The name of the corporation. (b) (1) Except...
California Corporations Code Section 7131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
California Corporations Code Section 7132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
California Corporations Code Section 7133
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...
California Corporations Code Section 7134
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...
California Corporations Code Section 7135
Nothing in Section 7130 or 7131 or in any provision of the articles of a mutual benefit corporation shall be construed to limit the equitable...
California Corporations Code Section 7140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
California Corporations Code Section 7141
Subject to Section 7142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
California Corporations Code Section 7142
(a) Notwithstanding Section 7141, in the case of a corporation holding assets in charitable trust, any of the following may bring an action to enjoin,...
California Corporations Code Section 7150
(a) Except as provided in subdivision (c) and Sections 7151, 7220, 7224, 7512, 7613, and 7615, bylaws may be adopted, amended or repealed by the...
California Corporations Code Section 7151
(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...
California Corporations Code Section 7152
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
California Corporations Code Section 7153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
California Corporations Code Section 7160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
California Corporations Code Section 7210
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
California Corporations Code Section 7211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
California Corporations Code Section 7212
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
California Corporations Code Section 7213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
California Corporations Code Section 7214
Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
California Corporations Code Section 7215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 7220
(a) Except as provided in subdivision (d), directors shall be elected for such terms, not longer than four years, as are fixed in the articles...
California Corporations Code Section 7221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
California Corporations Code Section 7222
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50...
California Corporations Code Section 7223
(a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any...
California Corporations Code Section 7224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
California Corporations Code Section 7225
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
California Corporations Code Section 7230
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
California Corporations Code Section 7231
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 7231.5
(a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages...
California Corporations Code Section 7232
(a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
California Corporations Code Section 7233
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign...
California Corporations Code Section 7234
Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which...
California Corporations Code Section 7235
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer...
California Corporations Code Section 7236
(a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
California Corporations Code Section 7237
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
California Corporations Code Section 7238
Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a...
California Corporations Code Section 7240
A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain...
California Corporations Code Section 7310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
California Corporations Code Section 7311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
California Corporations Code Section 7312
No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have...
California Corporations Code Section 7313
(a) A corporation may, but is not required to, issue membership certificates. Nothing in this section shall restrict a corporation from issuing identity cards or...
California Corporations Code Section 7314
(a) A corporation may issue a new membership certificate or a new certificate for any security in the place of any certificate theretofore issued by...
California Corporations Code Section 7315
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may...
California Corporations Code Section 7320
Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and...
California Corporations Code Section 7330
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
California Corporations Code Section 7331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
California Corporations Code Section 7332
(a) A corporation may provide in its articles for one or more classes of memberships which are redeemable, in whole or in part, at the...
California Corporations Code Section 7333
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
California Corporations Code Section 7340
(a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b)...
California Corporations Code Section 7341
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements...
California Corporations Code Section 7350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
California Corporations Code Section 7351
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
California Corporations Code Section 7352
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not...
California Corporations Code Section 7353
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
California Corporations Code Section 7354
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
California Corporations Code Section 7410
This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 8510), 16 (commencing with...
California Corporations Code Section 7411
(a) Except as provided in subdivision (b), no corporation shall make any distribution except upon dissolution. (b) A corporation may, subject to meeting the requirements...
California Corporations Code Section 7412
Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or the subsidiary making the distribution is, or as a...
California Corporations Code Section 7413
Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the parent or subsidiary if the articles of the corporation...
California Corporations Code Section 7414
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership by provision in a corporation's articles or bylaws or agreement...
California Corporations Code Section 7420
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by...
California Corporations Code Section 7510
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with...
California Corporations Code Section 7511
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
California Corporations Code Section 7512
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions...
California Corporations Code Section 7513
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting...
California Corporations Code Section 7514
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an...
California Corporations Code Section 7515
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
California Corporations Code Section 7516
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
California Corporations Code Section 7517
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
California Corporations Code Section 7520
(a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations...
California Corporations Code Section 7521
A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except...
California Corporations Code Section 7522
A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for...
California Corporations Code Section 7523
Where a corporation with 500 or more members publishes any material soliciting a vote for any nominee for director in any publication owned or controlled...
California Corporations Code Section 7524
A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment of...
California Corporations Code Section 7525
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election...
California Corporations Code Section 7526
Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director...
California Corporations Code Section 7527
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
California Corporations Code Section 7610
Except as provided in a corporation's articles or bylaws or Section 7615, each member shall be entitled to one vote on each matter submitted to...
California Corporations Code Section 7611
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
California Corporations Code Section 7612
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common,...
California Corporations Code Section 7613
(a) Any member may authorize another person or persons to act by proxy with respect to such membership except that this right may be limited...
California Corporations Code Section 7614
(a) In advance of any meeting of members, the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
California Corporations Code Section 7615
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the...
California Corporations Code Section 7616
(a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the...
California Corporations Code Section 7710
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized...
California Corporations Code Section 7810
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
California Corporations Code Section 7811
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No directors were...
California Corporations Code Section 7812
(a) Except as provided in this section or Section 7813, amendments may be adopted if approved by the board and approved by the members (Section...
California Corporations Code Section 7813
An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by...
California Corporations Code Section 7813.5
(a) A mutual benefit corporation may amend its articles to change its status to that of a public benefit corporation, a religious corporation, a business...
California Corporations Code Section 7814
(a) Except for amendments adopted by the incorporators pursuant to Section 7811, upon adoption of an amendment, the corporation shall file a certificate of amendment,...
California Corporations Code Section 7815
In the case of amendments adopted by the incorporators under Section 7811, the corporation shall file a certificate of amendment signed and verified by a...
California Corporations Code Section 7816
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
California Corporations Code Section 7817
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
California Corporations Code Section 7818
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term...
California Corporations Code Section 7819
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
California Corporations Code Section 7820
(a) Amendment of the articles of a corporation holding property in charitable trust, pursuant to this chapter, does not, of itself, abrogate any requirement or...
California Corporations Code Section 7910
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
California Corporations Code Section 7911
(a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
California Corporations Code Section 7912
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
California Corporations Code Section 7913
A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or...
California Corporations Code Section 7914
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to mutual benefit corporations to the extent provided therein.
California Corporations Code Section 8010
A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with...
California Corporations Code Section 8011
The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
California Corporations Code Section 8011.5
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or...
California Corporations Code Section 8012
The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other...
California Corporations Code Section 8013
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
California Corporations Code Section 8014
After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file...
California Corporations Code Section 8015
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
California Corporations Code Section 8016
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
California Corporations Code Section 8017
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
California Corporations Code Section 8018
(a) Subject to the provisions of Section 8010, the merger of any number of corporations with any number of foreign corporations, foreign business corporations or...
California Corporations Code Section 8019
If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (a) Sections 6011, 6012, 6014, and 6015 shall apply...
California Corporations Code Section 8019.1
(a) Subject to the provisions of Section 8010, any one or more corporations may merge with one or more other business entities (Section 5063.5). One...
California Corporations Code Section 8020
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
California Corporations Code Section 8020.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
California Corporations Code Section 8021
Whenever a domestic or foreign or foreign business corporation or other business entity (Section 5063.5) having any real property in this state merges with another...
California Corporations Code Section 8022
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
California Corporations Code Section 8110
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
California Corporations Code Section 8210
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a...
California Corporations Code Section 8211
(a) An agent designated for service of process pursuant to Section 8210 may file a signed and acknowledged written statement of resignation as that agent....
California Corporations Code Section 8212
If a natural person who has been designated agent for service of process pursuant to Section 8210 dies or resigns or no longer resides in...
California Corporations Code Section 8214
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
California Corporations Code Section 8215
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
California Corporations Code Section 8216
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter,...
California Corporations Code Section 8217
(a) No corporation formed under this part for the sole purpose of operating a single ridesharing vanpool vehicle designed for transporting at least seven persons,...
California Corporations Code Section 8310
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
California Corporations Code Section 8311
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
California Corporations Code Section 8312
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
California Corporations Code Section 8313
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
California Corporations Code Section 8320
(a) Each corporation shall keep: (1) Adequate and correct books and records of account: (2) Minutes of the proceedings of its members, board and committees...
California Corporations Code Section 8321
(a) A corporation shall notify each member yearly of the member's right to receive a financial report pursuant to this subdivision. Except as provided in...
California Corporations Code Section 8322
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
California Corporations Code Section 8323
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
California Corporations Code Section 8324
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of...
California Corporations Code Section 8325
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
California Corporations Code Section 8330
(a) Subject to Sections 8331 and 8332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
California Corporations Code Section 8331
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 8330 by the authorized number...
California Corporations Code Section 8332
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
California Corporations Code Section 8333
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
California Corporations Code Section 8334
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
California Corporations Code Section 8335
Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustrated by (1) any delay by the corporation...
California Corporations Code Section 8336
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 8330 or Section 8333, the superior...
California Corporations Code Section 8337
In any action or proceeding under this article, and except as required by Section 8331, if the court finds the failure of the corporation to...
California Corporations Code Section 8338
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
California Corporations Code Section 8410
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
California Corporations Code Section 8510
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
California Corporations Code Section 8511
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
California Corporations Code Section 8512
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
California Corporations Code Section 8513
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
California Corporations Code Section 8514
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
California Corporations Code Section 8515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 8514. (b) When an involuntary proceeding...
California Corporations Code Section 8516
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
California Corporations Code Section 8517
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
California Corporations Code Section 8518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 8515 and the determination that the corporation's...
California Corporations Code Section 8519
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
California Corporations Code Section 8610
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033), or (2) by...
California Corporations Code Section 8611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. A copy of that certificate...
California Corporations Code Section 8612
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
California Corporations Code Section 8613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 8610 by the members, by the board...
California Corporations Code Section 8614
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,...
California Corporations Code Section 8615
(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...
California Corporations Code Section 8616
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...
California Corporations Code Section 8617
(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...
California Corporations Code Section 8618
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this...
California Corporations Code Section 8710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 8515) and officers after commencement of a dissolution...
California Corporations Code Section 8711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 7224.
California Corporations Code Section 8712
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...
California Corporations Code Section 8713
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
California Corporations Code Section 8714
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...
California Corporations Code Section 8715
After complying with the provisions of Section 8713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
California Corporations Code Section 8716
After complying with the provisions of Section 8713: (a) Except as provided in Section 8715 those assets held by a corporation in a charitable trust...
California Corporations Code Section 8717
After complying with the provisions of Section 8713 and except as otherwise provided in Sections 8715 and 8716, assets held by a corporation shall be...
California Corporations Code Section 8718
Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property...
California Corporations Code Section 8719
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations...
California Corporations Code Section 8720
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or...
California Corporations Code Section 8721
(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...
California Corporations Code Section 8722
(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...
California Corporations Code Section 8723
(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...
California Corporations Code Section 8724
Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there...
California Corporations Code Section 8810
(a) Upon the failure of a corporation to file the statement required by Section 8210, the Secretary of State shall provide a notice of such...
California Corporations Code Section 8811
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent...
California Corporations Code Section 8812
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
California Corporations Code Section 8813
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
California Corporations Code Section 8814
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
California Corporations Code Section 8815
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged or altered...
California Corporations Code Section 8816
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...
California Corporations Code Section 8817
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 8910
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
California Corporations Code Section 9110
This part shall be known and may be cited as the Nonprofit Religious Corporation Law.
California Corporations Code Section 9111
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
California Corporations Code Section 9120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
California Corporations Code Section 9121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
California Corporations Code Section 9122
(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...
California Corporations Code Section 9130
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
California Corporations Code Section 9131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
California Corporations Code Section 9132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
California Corporations Code Section 9133
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...
California Corporations Code Section 9134
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...
California Corporations Code Section 9140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
California Corporations Code Section 9141
Subject to Section 9142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
California Corporations Code Section 9142
(a) Notwithstanding Section 9141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of...
California Corporations Code Section 9143
(a) Notwithstanding any other provision of this part to the contrary, when property, received by a corporation, covered by this part from a person directly...
California Corporations Code Section 9150
(a) "Bylaws," as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the...
California Corporations Code Section 9151
(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...
California Corporations Code Section 9152
Any corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
California Corporations Code Section 9153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
California Corporations Code Section 9160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
California Corporations Code Section 9210
Subject to the provisions of this part and any provision in the articles or bylaws: (a) Each corporation shall have a board of directors. The...
California Corporations Code Section 9211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
California Corporations Code Section 9212
(a) Subject to any provision in the articles or bylaws: (i) the board may, by resolution adopted by a majority of the number of directors...
California Corporations Code Section 9213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
California Corporations Code Section 9214
Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
California Corporations Code Section 9215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 9220
(a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any provision...
California Corporations Code Section 9221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
California Corporations Code Section 9222
(a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without...
California Corporations Code Section 9223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove...
California Corporations Code Section 9224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, vacancies...
California Corporations Code Section 9226
No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.
California Corporations Code Section 9230
(a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of this state, and except as the Attorney...
California Corporations Code Section 9240
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
California Corporations Code Section 9241
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 9242
(a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
California Corporations Code Section 9243
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a...
California Corporations Code Section 9244
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its...
California Corporations Code Section 9245
(a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
California Corporations Code Section 9246
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
California Corporations Code Section 9247
(a) There shall be no personal liability for monetary damages to a third party on the part of a volunteer director or volunteer executive officer...
California Corporations Code Section 9250
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation's investments, the board shall meet the standards set forth in Section 9241. (b)...
California Corporations Code Section 9251
Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or permit a corporation to deviate from...
California Corporations Code Section 9260
Any other provision of law notwithstanding, every corporation, during any period or periods that corporation is deemed to be a "private foundation" as defined in...
California Corporations Code Section 9310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
California Corporations Code Section 9311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
California Corporations Code Section 9312
No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have...
California Corporations Code Section 9313
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
California Corporations Code Section 9320
Subject to Section 9417: (a) No member may transfer for value a membership or any right arising therefrom; and (b) Unless otherwise provided in the...
California Corporations Code Section 9330
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
California Corporations Code Section 9331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and conditions.
California Corporations Code Section 9332
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
California Corporations Code Section 9340
(a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred,...
California Corporations Code Section 9350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
California Corporations Code Section 9351
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
California Corporations Code Section 9352
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
California Corporations Code Section 9353
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
California Corporations Code Section 9410
(a) In the absence of a contrary provision in the articles or bylaws, the provisions of this chapter shall apply to any regular or special...
California Corporations Code Section 9411
(a) Subject to the provisions of this chapter, regular and special meetings of members shall be called, noticed and held as may be ordered by...
California Corporations Code Section 9412
(a) One-third of the voting power, represented in person, by written ballot, or by proxy, shall constitute a quorum at a meeting of members. If...
California Corporations Code Section 9413
(a) Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the written ballot...
California Corporations Code Section 9414
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
California Corporations Code Section 9415
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate such...
California Corporations Code Section 9417
(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited...
California Corporations Code Section 9418
(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the...
California Corporations Code Section 9419
In the absence of fraud, any election, appointment or removal of a director is conclusively presumed valid nine months thereafter if the only defect in...
California Corporations Code Section 9420
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
California Corporations Code Section 9421
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
California Corporations Code Section 9510
(a) Each corporation shall keep: (1) Adequate and correct books and records of account. (2) Minutes of the proceedings of its members, board and committees...
California Corporations Code Section 9511
Except as otherwise provided in the articles or bylaws, a member may inspect and copy the record of all the members' names, addresses and voting...
California Corporations Code Section 9512
Except as otherwise provided in the articles or bylaws, the accounting books and records and minutes of proceedings of the members and the board and...
California Corporations Code Section 9513
Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect...
California Corporations Code Section 9514
(a) Upon refusal of a lawful demand for inspection under this chapter, the superior court of the proper county, or the county where the books...
California Corporations Code Section 9610
(a) The provisions of Chapter 4 (commencing with Section 5410) of Part 2 apply to religious corporations except for subdivision (b) of Section 5420. (b)...
California Corporations Code Section 9620
(a) The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporations except for Section 5813.5, the second sentence of...
California Corporations Code Section 9621
(a) A religious corporation may amend its articles to change its status to that of (1), a public benefit corporation, by complying with this section...
California Corporations Code Section 9630
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
California Corporations Code Section 9631
(a) Subject to the provisions of Section 9142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
California Corporations Code Section 9632
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
California Corporations Code Section 9633
A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or...
California Corporations Code Section 9634
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious corporations to the extent provided therein.
California Corporations Code Section 9640
(a) The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections...
California Corporations Code Section 9650
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
California Corporations Code Section 9660
(a) The provisions of Chapter 12 (commencing with Section 6210) of Part 2 apply to religious corporations except for Section 6216. (b) The Attorney General...
California Corporations Code Section 9670
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
California Corporations Code Section 9680
(a) Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614,...
California Corporations Code Section 9690
The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporations. In so providing, the Legislature encourages the criminal courts...
California Corporations Code Section 9910
As used in Sections 9910 to 9927 of this part: (a) "New public benefit, mutual benefit and religious corporation law" means Part 1 (commencing with...
California Corporations Code Section 9911
(a) The new public benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 2 of this...
California Corporations Code Section 9912
(a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some other specific statutory provision) to the prior nonprofit...
California Corporations Code Section 9913
(a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relating to the contents of articles of incorporation do...
California Corporations Code Section 9914
Section 5140 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, and Section 7140 of the...
California Corporations Code Section 9915
(a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subject corporations governed by the public benefit corporation...
California Corporations Code Section 9916
Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a)...
California Corporations Code Section 9916.5
Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit public benefit corporation law and subdivisions (a) and (d) of...
California Corporations Code Section 9917
Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246...
California Corporations Code Section 9918
Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates...
California Corporations Code Section 9920
(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply...
California Corporations Code Section 9921
Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit...
California Corporations Code Section 9922
Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or...
California Corporations Code Section 9923
Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution...
California Corporations Code Section 9924
Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding...
California Corporations Code Section 9925
When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of...
California Corporations Code Section 9926
Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not...
California Corporations Code Section 9927
If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to...
California Corporations Code Section 9928
(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect...
California Corporations Code Section 10000
The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before...
California Corporations Code Section 10001
Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this...
California Corporations Code Section 10002
A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society,...
California Corporations Code Section 10003
The articles of incorporation shall state: (a) The name of the corporation. (b) That the officer forming the corporation is duly authorized by the rules,...
California Corporations Code Section 10004
The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with...
California Corporations Code Section 10005
The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted...
California Corporations Code Section 10007
Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever. (b) Contract in...
California Corporations Code Section 10008
Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of any such vacancy,...
California Corporations Code Section 10009
Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to...
California Corporations Code Section 10010
The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of...
California Corporations Code Section 10012
A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed,...
California Corporations Code Section 10013
The declaration of dissolution shall set forth all of the following: (a) The name of the corporation. (b) The reason for its dissolution or winding...
California Corporations Code Section 10014
The declaration shall be submitted to the Secretary of State for filing in his office. If it conforms to law he shall file it and...
California Corporations Code Section 10015
After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed...
California Corporations Code Section 10200
Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 in effect on December 31, 1979, is subject to and...
California Corporations Code Section 10250
(a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (commencing with Section 10000) of this division or...
California Corporations Code Section 10251
(a) "Educational institution," as used in this section, means any nonprofit corporation organized under Chapter 4 (commencing with Section 94400) or Chapter 7 (commencing with...
California Corporations Code Section 10400
Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110)) by...
California Corporations Code Section 10403
Every such corporation may take by gift, purchase, devise, or bequest, any property, real or personal, and hold it or dispose thereof at its pleasure;...
California Corporations Code Section 10404
Any such corporation, or humane officer thereof, may proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of...
California Corporations Code Section 10405
All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corporation, its officers, members, and agents, in the enforcement of...
California Corporations Code Section 10406
This part applies to all corporations for the prevention of cruelty to animals, whether formed prior to or after May 20, 1905, but does not...
California Corporations Code Section 10700
As used in this part, "public agency" includes every port district, river port district, municipal port district, harbor district, harbor improvement district, joint harbor improvement...
California Corporations Code Section 10701
Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public...
California Corporations Code Section 10702
For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency...
California Corporations Code Section 10703
If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of...
California Corporations Code Section 10810
A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division for the...
California Corporations Code Section 10811
Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of the costs of refractions or eye appliances shall offer...
California Corporations Code Section 10812
The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after January 1, 1980, under Part 2 or Part...
California Corporations Code Section 10820
(a) "Health care service plan," as used in this section means a corporation which is a health care service plan defined in the Knox-Keene Health...
California Corporations Code Section 10821
Notwithstanding any other provision of this division, as to a health care service plan which is formed under or subject to Part 2 (commencing with...
California Corporations Code Section 10830
A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division for the purposes of administering a system or systems...
California Corporations Code Section 10831
The provisions of this article apply to corporations formed on or after January 1, 1980, under Part 3 of this division and pursuant to this...
California Corporations Code Section 10840
(a) "Hospital service plan," as used in this section means a corporation which is a nonprofit hospital service plan defined in Chapter 11a (commencing with...
California Corporations Code Section 10841
Notwithstanding any other provision of this division, as to a hospital service plan which is formed under or subject to Part 2 (commencing with Section...
California Corporations Code Section 12000
Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be...
California Corporations Code Section 12200
This part shall be known as the Consumer Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of consumer...
California Corporations Code Section 12201
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
California Corporations Code Section 12202
(a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in...
California Corporations Code Section 12203
Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part.
California Corporations Code Section 12210
A corporation may be sued as provided in the Code of Civil Procedure.
California Corporations Code Section 12211
Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
California Corporations Code Section 12212
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
California Corporations Code Section 12213
Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact contained...
California Corporations Code Section 12214
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be...
California Corporations Code Section 12214.5
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
California Corporations Code Section 12214.6
(a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement...
California Corporations Code Section 12215
Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is...
California Corporations Code Section 12216
If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority...
California Corporations Code Section 12217
All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis...
California Corporations Code Section 12218
As used in this part, "independent accountant" means a certified public accountant or public accountant who is independent of the corporation as determined in accordance...
California Corporations Code Section 12219
Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by...
California Corporations Code Section 12220
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
California Corporations Code Section 12221
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
California Corporations Code Section 12222
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
California Corporations Code Section 12223
"Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 12463) of...
California Corporations Code Section 12224
"Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
California Corporations Code Section 12225
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
California Corporations Code Section 12226
"Bylaws" includes amendments thereto and amended bylaws.
California Corporations Code Section 12227
"Board" means the board of directors of the corporation.
California Corporations Code Section 12228
"Business corporation" means a corporation as defined in Section 162 of the General Corporation Law.
California Corporations Code Section 12228.5
The term "chair" includes "chairperson," "chairman," and "chairwoman." For the purposes of this part, all references to "chairman" shall be deemed to refer to "chair."
California Corporations Code Section 12229
"Chapter" refers to a chapter of this part unless otherwise expressly stated.
California Corporations Code Section 12230
"Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
California Corporations Code Section 12231
"Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation.
California Corporations Code Section 12232
"Corporation" as used in this part means a corporation which is organized under, or subject to this part, including a central organization.
California Corporations Code Section 12233
"Directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed...
California Corporations Code Section 12234
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
California Corporations Code Section 12235
"Distribution" means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.
California Corporations Code Section 12236
"Domestic corporation" means a corporation formed under the laws of this state.
California Corporations Code Section 12237
"Foreign corporation" means a foreign corporation as defined in Section 171.
California Corporations Code Section 12238
(a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
California Corporations Code Section 12239
A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this part.
California Corporations Code Section 12240
"Membership certificate," as used in this part, means a document evidencing a proprietary interest in a corporation.
California Corporations Code Section 12241
"Officers' certificate" means a certificate signed and verified by the chair of the board, the president, or any vice president, and by the secretary, the...
California Corporations Code Section 12242
"On the certificate," as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with...
California Corporations Code Section 12242.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a...
California Corporations Code Section 12242.6
"Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
California Corporations Code Section 12243
If the corporation is organized to provide goods or services to its members, the corporation's "patrons" are those who purchase those types of goods from,...
California Corporations Code Section 12244
"Patronage distribution" means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron's patronage of...
California Corporations Code Section 12245
"Person," unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership, domestic or...
California Corporations Code Section 12246
"Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
California Corporations Code Section 12247
"Shareholder" shall have the same meaning as "member" as defined in Section 12238.
California Corporations Code Section 12248
"Share certificate" shall have the same meaning as "membership certificate" as defined in Section 12240.
California Corporations Code Section 12249
"Surviving corporation" means a corporation into which one or more other corporations are merged.
California Corporations Code Section 12250
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
California Corporations Code Section 12251
"Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
California Corporations Code Section 12252
"Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to...
California Corporations Code Section 12253
"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...
California Corporations Code Section 12254
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code.
California Corporations Code Section 12255
"Written ballot" does not include a ballot distributed at a special or regular meeting of members.
California Corporations Code Section 12256
A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part.
California Corporations Code Section 12300
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) Where initial directors are named...
California Corporations Code Section 12301
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
California Corporations Code Section 12302
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
California Corporations Code Section 12302.1
The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the...
California Corporations Code Section 12310
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
California Corporations Code Section 12311
(a) The names of all corporations formed under this part shall include "cooperative." No corporation shall be formed under this part unless there is affixed...
California Corporations Code Section 12312
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
California Corporations Code Section 12313
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
California Corporations Code Section 12314
The articles of incorporation of a central organization, as defined in Section 12256, organized under or subject to this part may provide for unequal voting...
California Corporations Code Section 12315
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
California Corporations Code Section 12316
If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization...
California Corporations Code Section 12320
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a...
California Corporations Code Section 12321
(a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner...
California Corporations Code Section 12330
(a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board...
California Corporations Code Section 12331
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
California Corporations Code Section 12332
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
California Corporations Code Section 12333
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
California Corporations Code Section 12340
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
California Corporations Code Section 12350
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
California Corporations Code Section 12351
(a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board...
California Corporations Code Section 12352
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
California Corporations Code Section 12353
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
California Corporations Code Section 12354
Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any...
California Corporations Code Section 12355
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 12360
(a) Except as provided in subdivision (d), directors shall be elected for such terms, not longer than four years, as are fixed in the articles...
California Corporations Code Section 12361
The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of...
California Corporations Code Section 12362
(a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In...
California Corporations Code Section 12363
The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from...
California Corporations Code Section 12364
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
California Corporations Code Section 12355
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
California Corporations Code Section 12370
Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
California Corporations Code Section 12371
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 12372
(a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
California Corporations Code Section 12373
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign...
California Corporations Code Section 12374
Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which...
California Corporations Code Section 12375
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer...
California Corporations Code Section 12376
(a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable...
California Corporations Code Section 12377
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
California Corporations Code Section 12400
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
California Corporations Code Section 12401
(a) A corporation may issue, but is not required to issue, membership certificates. In the event that membership certificates are issued, the certificates shall state...
California Corporations Code Section 12402
(a) A corporation may issue a new membership certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen...
California Corporations Code Section 12403
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may...
California Corporations Code Section 12404
Except as permitted in Section 12314, the voting power of members having voting rights shall be equal.
California Corporations Code Section 12405
There shall be no voting by proxy.
California Corporations Code Section 12410
(a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and (2) Subject to the...
California Corporations Code Section 12420
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as provided in its articles or bylaws.
California Corporations Code Section 12421
Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
California Corporations Code Section 12422
(a) Unless the corporation's articles or bylaws so provide, memberships are not redeemable. A corporation may provide in its articles for one or more classes...
California Corporations Code Section 12430
(a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b)...
California Corporations Code Section 12431
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements...
California Corporations Code Section 12440
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
California Corporations Code Section 12441
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
California Corporations Code Section 12442
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not...
California Corporations Code Section 12443
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
California Corporations Code Section 12444
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
California Corporations Code Section 12445
The articles or bylaws shall prescribe: (a) The manner of determining each member's share of the capital of the corporation contributed by the members and,...
California Corporations Code Section 12446
(a) Subject to the provisions of subdivision (b), the provisions of Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the...
California Corporations Code Section 12450
This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing with...
California Corporations Code Section 12451
Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.
California Corporations Code Section 12452
A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.
California Corporations Code Section 12453
Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the...
California Corporations Code Section 12454
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a...
California Corporations Code Section 12455
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by...
California Corporations Code Section 12460
(a) Meetings of members may be held at a place within or without this state that is stated in or fixed in accordance with the...
California Corporations Code Section 12461
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
California Corporations Code Section 12462
(a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of members, but,...
California Corporations Code Section 12463
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws any action which may be taken at any regular or special meeting...
California Corporations Code Section 12464
(a) Any form of written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on...
California Corporations Code Section 12465
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
California Corporations Code Section 12466
(a) If the name signed on a ballot, consent or waiver corresponds to the name of a member, the corporation if acting in good faith...
California Corporations Code Section 12470
As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of...
California Corporations Code Section 12473
Where a corporation distributes any material soliciting a vote for any nominee for director in any publication owned or controlled by the corporation, it shall...
California Corporations Code Section 12474
Upon written request by any nominee for election to the board and the payment of the reasonable costs of mailing (including postage), a corporation shall...
California Corporations Code Section 12475
(a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf...
California Corporations Code Section 12476
Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director...
California Corporations Code Section 12477
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
California Corporations Code Section 12480
Except as provided in Sections 12314 and 12484, each member entitled to vote shall be entitled to one vote on each matter submitted to a...
California Corporations Code Section 12481
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
California Corporations Code Section 12482
Unless otherwise provided in the articles or bylaws, if a membership stands of record in the names of two or more persons, whether fiduciaries, members...
California Corporations Code Section 12483
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
California Corporations Code Section 12484
(a) Except in the case of a central organization, cumulative voting shall not be permitted. In the case of a central organization, if the articles...
California Corporations Code Section 12485
(a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the...
California Corporations Code Section 12490
(a) Subdivisions (c) through (f) notwithstanding, no motion to require security shall be granted in an action brought by the lesser of 100 members or...
California Corporations Code Section 12500
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
California Corporations Code Section 12501
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators so long as: (a) No directors were...
California Corporations Code Section 12502
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before...
California Corporations Code Section 12503
An amendment must also be approved by the members (Section 12224) of a class, whether or not such class is entitled to vote thereon by...
California Corporations Code Section 12504
(a) A corporation may amend its articles to change its status to that of a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a...
California Corporations Code Section 12505
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers' certificate stating: (1) The wording...
California Corporations Code Section 12506
In the case of amendments adopted by the incorporators under Section 12501, the corporation shall file a certificate of amendment signed and verified by a...
California Corporations Code Section 12507
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
California Corporations Code Section 12508
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
California Corporations Code Section 12509
A corporation formed for a limited period may at any time subject to the expiration of the term of its corporate existence, extend the term...
California Corporations Code Section 12510
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate entitled "Restated Articles...
California Corporations Code Section 12520
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
California Corporations Code Section 12521
(a) A corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are:...
California Corporations Code Section 12522
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
California Corporations Code Section 12530
Any corporation may merge with another domestic corporation, foreign corporation, or other business entity (Section 12242.5). However, a merger with a public benefit corporation or...
California Corporations Code Section 12531
The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
California Corporations Code Section 12532
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or...
California Corporations Code Section 12533
(a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge....
California Corporations Code Section 12534
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
California Corporations Code Section 12535
After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of...
California Corporations Code Section 12536
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
California Corporations Code Section 12537
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
California Corporations Code Section 12538
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
California Corporations Code Section 12539
(a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business corporations, or...
California Corporations Code Section 12540
If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533, 12535,...
California Corporations Code Section 12540.1
(a) Any one or more corporations may merge with one or more other business entities (Section 12242.5). Subject to the provisions of Section 12530, one...
California Corporations Code Section 12550
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
California Corporations Code Section 12550.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
California Corporations Code Section 12551
Whenever a domestic or foreign corporation or other business entity (Section 12242.5) having any real property in this state merges with another domestic or foreign...
California Corporations Code Section 12552
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
California Corporations Code Section 12560
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
California Corporations Code Section 12570
(a) Every corporation shall, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period in each year,...
California Corporations Code Section 12571
(a) An agent designated for service of process pursuant to Section 12570 may file a signed and acknowledged written statement of resignation as that agent....
California Corporations Code Section 12572
If a natural person who has been designated agent for service of process pursuant to Section 12570 dies or resigns or no longer resides in...
California Corporations Code Section 12574
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
California Corporations Code Section 12575
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
California Corporations Code Section 12576
The Attorney General, upon complaint of a member, director, or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter...
California Corporations Code Section 12580
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
California Corporations Code Section 12581
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
California Corporations Code Section 12582
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
California Corporations Code Section 12583
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
California Corporations Code Section 12590
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board, and committees...
California Corporations Code Section 12591
(a) A corporation shall notify each member yearly of the member's right to receive a financial report pursuant to this subdivision. Except as provided in...
California Corporations Code Section 12592
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
California Corporations Code Section 12593
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
California Corporations Code Section 12594
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
California Corporations Code Section 12600
(a) Subject to Sections 12601 and 12602 and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
California Corporations Code Section 12601
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded by a member or members under Section...
California Corporations Code Section 12602
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
California Corporations Code Section 12603
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
California Corporations Code Section 12604
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
California Corporations Code Section 12605
Where the proper purpose of the person or persons making a demand pursuant to Section 12600 is frustrated by (a) any delay by the corporation...
California Corporations Code Section 12606
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 12600 or Section 12603, the superior...
California Corporations Code Section 12607
In any action or proceeding under this article, and except as required by Section 12601, if the court finds the failure of the corporation to...
California Corporations Code Section 12608
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
California Corporations Code Section 12610
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
California Corporations Code Section 12620
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
California Corporations Code Section 12621
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
California Corporations Code Section 12622
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
California Corporations Code Section 12623
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
California Corporations Code Section 12624
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
California Corporations Code Section 12625
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 12624. (b) When an involuntary proceeding...
California Corporations Code Section 12626
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
California Corporations Code Section 12627
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
California Corporations Code Section 12628
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 12625 and the determination that the corporation's...
California Corporations Code Section 12629
Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a court, a copy of the order, decree or judgment,...
California Corporations Code Section 12630
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by...
California Corporations Code Section 12631
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. (b) The certificate shall be...
California Corporations Code Section 12632
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
California Corporations Code Section 12633
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 12630 by the members or by the...
California Corporations Code Section 12634
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,...
California Corporations Code Section 12635
(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...
California Corporations Code Section 12636
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...
California Corporations Code Section 12637
(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...
California Corporations Code Section 12637
(a) A corporation in the process of winding up may dispose of the known claims against it by following the procedure described in this section....
California Corporations Code Section 12650
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 12625) and officers after commencement of a dissolution...
California Corporations Code Section 12651
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.
California Corporations Code Section 12652
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...
California Corporations Code Section 12653
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
California Corporations Code Section 12654
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...
California Corporations Code Section 12655
After complying with the provisions of Section 12653 assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
California Corporations Code Section 12656
After complying with the provisions of Section 12653 and except as otherwise provided in Section 12655, assets held by a corporation shall be disposed of...
California Corporations Code Section 12657
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...
California Corporations Code Section 12658
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations,...
California Corporations Code Section 12659
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or...
California Corporations Code Section 12660
(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...
California Corporations Code Section 12661
(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...
California Corporations Code Section 12662
(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...
California Corporations Code Section 12663
Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there...
California Corporations Code Section 12670
(a) Upon the failure of a corporation to file the statement required by Section 12570, the Secretary of State shall provide a notice of that...
California Corporations Code Section 12671
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent...
California Corporations Code Section 12672
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
California Corporations Code Section 12673
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
California Corporations Code Section 12674
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
California Corporations Code Section 12675
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged, or altered...
California Corporations Code Section 12676
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...
California Corporations Code Section 12677
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 12678
Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be enjoined from carrying on business outside of the purpose...
California Corporations Code Section 12679
Any person violating Section 12311, and any corporation carrying on business outside the purpose for which it was formed, is guilty of a misdemeanor punishable...
California Corporations Code Section 12680
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
California Corporations Code Section 12690
As used in Sections 12690 to 12704, inclusive, of this part: (a) "New law" means Part 2 (commencing with Section 12200) of Division 3 of...
California Corporations Code Section 12691
(a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, under Part 2 (commencing with Section 12200)...
California Corporations Code Section 12692
(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject...
California Corporations Code Section 12693
Section 12320 of the new law shall apply to subject corporations, but any statement in the articles of these corporations prior to an amendment thereof...
California Corporations Code Section 12694
Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasurer of these corporations shall be deemed to be...
California Corporations Code Section 12695
Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based occurred before...
California Corporations Code Section 12696
(a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Section 12480) of the new law shall apply to any...
California Corporations Code Section 12697
Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with respect to a subject corporation. The prior...
California Corporations Code Section 12698
Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new law shall apply to transactions consummated by a subject...
California Corporations Code Section 12699
Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new law shall apply to acts for involuntary dissolution of...
California Corporations Code Section 12700
Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new law shall apply to any voluntary dissolution proceeding initiated...
California Corporations Code Section 12701
When any corporate agent has been designated for service of process prior to January 1, 1984, and such designation of an agent included a name...
California Corporations Code Section 12702
Any subject corporation that existed on the first day of January 1873, was formed under the laws of this state, and which has not already...
California Corporations Code Section 12704
If the corporate rights, privileges, and powers of a subject corporation have been suspended and are still suspended immediately prior to January 1, 1984 pursuant...
California Corporations Code Section 13200
This part shall be known as "the Fish Marketing Act."
California Corporations Code Section 13201
This part is enacted in order to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate...
California Corporations Code Section 13202
As used in this part: (a) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption. (b) "Member" includes members of associations without...
California Corporations Code Section 13203
Associations shall be deemed "nonprofit," inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but...
California Corporations Code Section 13204
The provisions of the General Corporation Law and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or...
California Corporations Code Section 13205
No association is subject in any manner to the terms of the Corporate Securities Law and all associations may issue their membership certificates or stock...
California Corporations Code Section 13206
An association shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to...
California Corporations Code Section 13207
Any provisions of law which are in conflict with this part shall not be construed as applying to associations. Any exemptions under any laws applying...
California Corporations Code Section 13208
Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be...
California Corporations Code Section 13220
Five or more persons, a majority of whom are residents of this State, engaged in the production of fishery products, may form an association, with...
California Corporations Code Section 13225
Articles of incorporation shall be signed, acknowledged, and filed in the manner prescribed by the General Corporation Law for domestic corporations.
California Corporations Code Section 13226
The articles of incorporation shall state: (a) The name of the association. (b) The purposes for which it is formed. (c) The county where the...
California Corporations Code Section 13227
If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares...
California Corporations Code Section 13228
If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of...
California Corporations Code Section 13229
If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each...
California Corporations Code Section 13230
The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed by the General Corporation Law...
California Corporations Code Section 13240
Each association shall within 30 days after its incorporation, adopt for its government and management, a code of by-laws, not inconsistent with this part. A...
California Corporations Code Section 13241
The by-laws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the...
California Corporations Code Section 13242
The by-laws may provide: (a) The number of members constituting a quorum. (b) The right of members to vote by proxy or by mail or...
California Corporations Code Section 13243
The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and...
California Corporations Code Section 13244
The by-laws may provide: (a) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock....
California Corporations Code Section 13245
The by-laws may provide for the time, place, and manner of calling and conducting meetings of the association.
California Corporations Code Section 13246
The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from...
California Corporations Code Section 13247
The by-laws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected...
California Corporations Code Section 13248
The by-laws may provide that primary elections shall be held to nominate directors. Where the by-laws provide that the territory in which the association has...
California Corporations Code Section 13249
The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by...
California Corporations Code Section 13250
The by-laws may provide that directors shall be elected for terms of from one to five years; provided, that at each annual election the same...
California Corporations Code Section 13251
The by-laws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject...
California Corporations Code Section 13275
The affairs of the association shall be managed by a board of not less than three directors, elected by the members from their own number.
California Corporations Code Section 13276
Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided...
California Corporations Code Section 13277
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote,...
California Corporations Code Section 13278
The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who...
California Corporations Code Section 13279
An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of...
California Corporations Code Section 13290
Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition...
California Corporations Code Section 13291
Except as provided in Section 13293, the removal shall be voted upon at the next regular or special meeting of the association and, by a...
California Corporations Code Section 13292
The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall...
California Corporations Code Section 13293
If the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be...
California Corporations Code Section 13300
(a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, or issue common stock to, only such persons as...
California Corporations Code Section 13301
When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership.
California Corporations Code Section 13302
No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his...
California Corporations Code Section 13303
Meetings of members shall be held at the place as provided in the by-laws; and if no provision is made, in the city where the...
California Corporations Code Section 13304
In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty, the board of directors shall equitably...
California Corporations Code Section 13310
No association shall issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may...
California Corporations Code Section 13311
One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
California Corporations Code Section 13312
There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the production of the...
California Corporations Code Section 13313
Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.
California Corporations Code Section 13314
If an association issues nonpar value stock the issuance of such stock shall be governed by the terms of the General Corporation Law covering the...
California Corporations Code Section 13315
An association may, at any time, as specified in the by-laws, except when the debts of the association exceed 50 percent of its assets, buy...
California Corporations Code Section 13316
Whenever an association, organized with preferred shares of stock, purchases the stock or any property, or any interest in any property of any person, it...
California Corporations Code Section 13325
An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization...
California Corporations Code Section 13326
An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
California Corporations Code Section 13327
An association may act as the agent or representative of any member or members in any of the two next preceding sections.
California Corporations Code Section 13328
An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the by-laws.
California Corporations Code Section 13329
An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends...
California Corporations Code Section 13330
An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the...
California Corporations Code Section 13331
An association may levy assessments in the manner and in the amount provided in its by-laws.
California Corporations Code Section 13332
An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of...
California Corporations Code Section 13333
An association may use or employ any of its facilities for any purpose; provided, the proceeds arising from such use and employment go to reduce...
California Corporations Code Section 13334
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations,...
California Corporations Code Section 13335
Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and...
California Corporations Code Section 13350
An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years,...
California Corporations Code Section 13351
If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for...
California Corporations Code Section 13352
The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and...
California Corporations Code Section 13353
The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of...
California Corporations Code Section 13354
In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction...
California Corporations Code Section 13355
In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery...
California Corporations Code Section 13356
A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member,...
California Corporations Code Section 13400
This part shall be known and may be cited as the "Moscone-Knox Professional Corporation Act."
California Corporations Code Section 13401
As used in this part: (a) "Professional services" means any type of professional services that may be lawfully rendered only pursuant to a license, certification,...
California Corporations Code Section 13401.3
As used in this part, "professional services" also means any type of professional services that may be lawfully rendered only pursuant to a license, certification,...
California Corporations Code Section 13401.5
Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licensed persons may be shareholders, officers, directors, or professional employees of...
California Corporations Code Section 13402
(a) This part shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to...
California Corporations Code Section 13403
The provisions of the General Corporation Law shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions...
California Corporations Code Section 13404
A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Section 13406 for the purposes of qualifying as a...
California Corporations Code Section 13404.5
(a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate business in this state in accordance with Chapter 21 (commencing with...
California Corporations Code Section 13405
(a) Subject to the provisions of Section 13404, a professional corporation may lawfully render professional services in this state, but only through employees who are...
California Corporations Code Section 13406
(a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or...
California Corporations Code Section 13407
Shares in a professional corporation or a foreign professional corporation qualified to render professional services in this state may be transferred only to a licensed...
California Corporations Code Section 13408
The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation or a foreign professional corporation qualified...
California Corporations Code Section 13408.5
No professional corporation may be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting, kickbacks,...
California Corporations Code Section 13409
(a) A professional corporation may adopt any name permitted by a law expressly applicable to the profession in which such corporation is engaged or by...
California Corporations Code Section 13410
(a) A professional corporation or a foreign professional corporation qualified to render professional services in this state shall be subject to the applicable rules and...
California Corporations Code Section 14000
This chapter shall be known and may be cited as the "California Small Business Financial Development Corporation Law."
California Corporations Code Section 14001
The Legislature finds that: (a) Unemployment in California is a matter of statewide concern requiring concerted public and private action to develop employment opportunities for...
California Corporations Code Section 14002
It is the intention of the Legislature in enacting this part to promote the economic development of small businesses by making available capital, general management...
California Corporations Code Section 14003
If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions...
California Corporations Code Section 14010
Unless the context otherwise requires, the definitions in this section govern the construction of this part. (a) "Corporation" or "the corporation" means any nonprofit California...
California Corporations Code Section 14020
There is in the agency the California Small Business Board.
California Corporations Code Section 14021
The board consists of the following membership: (a) The Secretary of Business, Transportation and Housing or his or her designee. (b) Six members appointed by...
California Corporations Code Section 14022
The board shall do each of the following: (a) Advise the director on matters regarding this part. (b) Select a vice chairperson of the board...
California Corporations Code Section 14023
The public members of the board may, at the discretion of the agency, be reimbursed per diem and travel expenses pursuant to state law.
California Corporations Code Section 14024
The agency shall adopt regulations concerning the implementation of this chapter and direct lending as emergency regulations in accordance with Chapter 3.5 (commencing with Section...
California Corporations Code Section 14025
The director shall do all of the following: (a) Administer this part. (b) In accordance with program resources, stimulate the formation of corporations and the...
California Corporations Code Section 14026
The director, following notification to the secretary, may do all of the following: (a) Contract for services entered into pursuant to this chapter. (b) Hold...
California Corporations Code Section 14027
The director shall have the accounts of each corporation formed under this part audited as of the close of business on June 30, of each...
California Corporations Code Section 14028
(a) Upon a finding by the director that irreparable harm may occur if guarantee authority is not temporarily withdrawn from a corporation, the director may...
California Corporations Code Section 14030
(a) There is hereby created in the State Treasury the California Small Business Expansion Fund. All or a portion of the funds in the expansion...
California Corporations Code Section 14030
(a) There is hereby created in the State Treasury the California Small Business Expansion Fund. All or a portion of the funds in the expansion...
California Corporations Code Section 14030.1
(a) There is hereby created in the State Treasury the Small Business Disaster Recovery Loan Loss Reserve Account, as part of the expansion fund. This...
California Corporations Code Section 14030.2
(a) The director may establish accounts within the expansion fund for loan guarantees and surety bond guarantees, including loan loss reserves. Each account is a...
California Corporations Code Section 14032
All money deposited in the expansion fund is hereby continuously appropriated, without regard to fiscal years, for the purposes of this article.
California Corporations Code Section 14033
The state shall not be liable or obligated in any way beyond the state money which is allocated in the expansion fund from moneys from...
California Corporations Code Section 14034
(a) The director at his or her discretion, with the approval of the Director of Finance, may request the trustee to invest those funds in...
California Corporations Code Section 14036
The expansion fund and trust fund are created solely for the purpose of receiving state, federal, or local government money, and other public or private...
California Corporations Code Section 14037
(a) The state shall not be liable or obligated in any way beyond the state money that is allocated and deposited in the trust fund...
California Corporations Code Section 14037
(a) The state shall not be liable or obligated in any way beyond the state money that is allocated and deposited in the trust fund...
California Corporations Code Section 14037.5
The Director of Finance, with the approval of the Governor, may transfer moneys in the Special Fund for Economic Uncertainties to the Small Business Expansion...
California Corporations Code Section 14037.7
Within 60 days of the conclusion of the period for guaranteeing loans under any small business disaster loan guarantee program conducted for a disaster as...
California Corporations Code Section 14038
(a) The funds in the expansion fund shall be paid out to trust fund accounts by the Treasurer on warrants drawn by the Controller and...
California Corporations Code Section 14039
Pursuant to this section and the regulations, the state has residual interest in the funds deposited by the state to a trust fund account and...
California Corporations Code Section 14040
Each trust fund account shall consist of a loan guarantee account, and, upon recommendation by the director, a bond guarantee account, each of which is...
California Corporations Code Section 14041
(a) Except as provided in subdivisions (c) and (d) of Section 14070, the trust fund account, shall be used solely to make loans, guarantee bonds,...
California Corporations Code Section 14043
The financial institution that is to act as trustee of the trust fund shall be designated after review by the director. The corporation shall not...
California Corporations Code Section 14044
Upon notification that the state has received an award under the federal Small Business Jobs Act of 2010 (15 U.S.C. Sec. 631 et seq.), the...
California Corporations Code Section 14045
Upon approval by the director to become a corporation, the entity shall adopt or amend its articles of incorporation to comply with the following: (a)...
California Corporations Code Section 14046
If the board recommends acceptance upon the basis of the facts disclosed by the investigation provided by subdivision (d) of Section 14022 and finds that...
California Corporations Code Section 14047
The corporation's existence as a small business development corporation begins upon the filing of the articles with the Secretary of State and continues perpetually, unless...
California Corporations Code Section 14048
Any request for proposal for selection of a corporation shall require the winning bidder to adopt or amend its bylaws to include provisions governing the...
California Corporations Code Section 14049
Each corporation shall have provisions establishing a grievance procedure for employees, clients, or potential clients, to appeal a decision or obtain redress of an action...
California Corporations Code Section 14050
The board may authorize the establishment of a new corporation using a request for proposal process.
California Corporations Code Section 14051
The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of this title) applies to corporations formed under this chapter,...
California Corporations Code Section 14052
For six months following the establishment of a corporation, commencing upon filing of the articles of incorporation with the Secretary of State, a corporation shall...
California Corporations Code Section 14055
The corporate powers of a corporation shall be exercised by the board of directors.
California Corporations Code Section 14056
A request for proposal for selection of a corporation shall require the winning bidder to adopt or amend its bylaws to state that: (a) A...
California Corporations Code Section 14057
If any director ceases to meet the qualifications established in Section 14056, he or she shall immediately vacate his or her position as a director...
California Corporations Code Section 14058
If any vacancy occurs in the elective membership of the board of directors through death, resignation, or otherwise, the remaining directors shall elect a person...
California Corporations Code Section 14059
Unless delegated to its loan committee, the corporation's board of directors, upon a recommendation from its loan committee: (a) Shall emphasize consideration to applications that...
California Corporations Code Section 14060
(a) A corporation shall establish one or more loan committees, each of which shall be composed of five or more persons, a majority of whom...
California Corporations Code Section 14060.5
State funds may not be used to finance an expense incurred by a corporation in a location not approved pursuant to a statewide plan. The...
California Corporations Code Section 14060.6
(a) The Legislature finds and declares that the Small Business Loan Guarantee Program has enabled participating small businesses that do not qualify for conventional business...
California Corporations Code Section 14061
Every corporation shall provide for and maintain a central staff to perform all administrative requirements of the corporation including all those functions required of a...
California Corporations Code Section 14062
Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall be paid to the corporation from state funds including...
California Corporations Code Section 14064
The use of state funds paid out to the trust fund and the return on those funds from investment pursuant to Section 14038 is conditional...
California Corporations Code Section 14065
The corporations shall report to the director, or his or her designated representative, all statistical and other reports required by this part, responses to audit...
California Corporations Code Section 14066
The corporation shall make a report to the director, as of the close of business on June 30, of each year describing the corporation's activities...
California Corporations Code Section 14067
The office may establish a program through which the corporations may assist small farms and rural and agricultural-related businesses with respect to financing and other
California Corporations Code Section 14068
To implement its responsibilities, the corporation shall undertake a program that shall include, but not be limited to, the following: (a) Develop and implement a...
California Corporations Code Section 14069
In all their state-funded programs, the corporations shall, to the extent practicable, be complementary to, and not competitive with, commercial lenders and other state and...
California Corporations Code Section 14069.6
The Trade and Commerce Agency shall contract with an entity to conduct an independent statewide assessment of capital needs in California, as they pertain to...
California Corporations Code Section 14070
(a) The corporate guarantee shall be backed by funds on deposit in the corporation's trust fund account, or by receivables due from funds loaned from...
California Corporations Code Section 14070
(a) The corporate guarantee shall be backed by funds on deposit in the corporation's trust fund account, or by receivables due from funds loaned from...
California Corporations Code Section 14071
In furtherance of the purposes set forth in Section 14002, a corporation may do any one or more of the following activities, but only to...
California Corporations Code Section 14071.5
In addition to the authority granted by Section 14071, upon approval of the director, a corporation may act as guarantor on a surety bond for...
California Corporations Code Section 14072
A corporation may charge the borrower or financial institution a loan fee on all loans made or guaranteed by the corporation to defray the operating...
California Corporations Code Section 14073
Corporations may grant energy efficiency improvement loans.
California Corporations Code Section 14074
The agency shall enter into an agreement with the California Energy Extension Service of the Office of Planning and Research to assist small business owners...
California Corporations Code Section 14075
(a) A corporation may, in an area affected by a state of emergency within the state and declared a disaster by the President of the...
California Corporations Code Section 14076
(a) It is the intent of the Legislature that the corporations make maximal use of their statutory authority to guarantee loans and surety bonds, including...
California Corporations Code Section 14076
(a) It is the intent of the Legislature that the corporations make maximal use of their statutory authority to guarantee loans and surety bonds, including...
California Corporations Code Section 14085
It shall be unlawful for the director or any person who is an officer, director, or employee of a corporation, or who is a member...
California Corporations Code Section 14086
It shall be unlawful for the director or any person who is an officer or director of a corporation, or who is an employee of...
California Corporations Code Section 14087
Violation of any provision of this article shall constitute a felony.
California Corporations Code Section 14090
(a) Corporations shall give high priority to the issuance of loan guarantees to small business incubators, and to businesses that lease space in incubators. (b)...
California Corporations Code Section 14091
If a firm has received a Phase 1 or Phase 2 Small Business Innovation Research (SBIR) grant awarded by a federal agency. Corporations shall give...
California Corporations Code Section 14200
The Legislature finds and declares that the formation of employee-owned businesses and the participation of employees in the management of businesses in this state will...
California Corporations Code Section 14300
(a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes may provide, and any corporation...
California Corporations Code Section 14300.5
For purposes of this chapter, "public water system" shall have the same meaning as provided in Section 116275 of the Health and Safety Code.
California Corporations Code Section 14301
A corporation, including a nonprofit corporation organized for or engaged in the business of developing, distributing, supplying, or delivering water for irrigation or domestic use,...
California Corporations Code Section 14301.1
(a) No later than December 31, 2012, each mutual water company that operates a public water system shall submit to the local agency formation commission...
California Corporations Code Section 14301.2
Each board member of a mutual water company that operates a public water system shall comply with the training requirements set out in subdivision (a)...
California Corporations Code Section 14301.3
(a) All construction on public water systems operated by a mutual water company shall be designed and constructed to comply with the applicable California Waterworks...
California Corporations Code Section 14302
Whenever the owner of real property to which water stock by the terms of the certificate thereof is appurtenant at the time of conveyance, by...
California Corporations Code Section 14303
A corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes or domestic use, and not as...
California Corporations Code Section 14310
(a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual water company is formed or is...
California Corporations Code Section 14311
A mutual water company formed on or after January 1, 1998, in connection with the offering for sale or lease, or with the sale or...
California Corporations Code Section 14312
(a) Any person who intends to offer for sale or lease lots within a subdivision within this state and to provide water for domestic use...
California Corporations Code Section 14313
The engineer's report prepared pursuant to the document under Section 14312 shall contain all relevant information pertaining to the proposed water supply, distribution, and fire...
California Corporations Code Section 14314
The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use pursuant to...
California Corporations Code Section 14315
(a) The mutual water company described in Section 14311 shall provide at least a minimum level of water service to its customers for fire protection...
California Corporations Code Section 14316
The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be...
California Corporations Code Section 14317
The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the following...
California Corporations Code Section 14318
The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants. A mutual water company shall perform and record...
California Corporations Code Section 14350
A corporation may not construct, or take tolls on, a bridge, ferry, wharf, chute, or pier until authority is granted therefor by the board of...
California Corporations Code Section 14351
Every corporation that has heretofore or may hereafter be incorporated may be dissolved under either of the following conditions: (a) If within one year from...
California Corporations Code Section 14352
The president and secretary of every bridge, ferry, wharf, chute, or pier corporation shall annually, under oath, report to the board of supervisors, or other...
California Corporations Code Section 14353
When a bridge, ferry, wharf, chute, or pier is constructed, operated, or owned by a natural person, this part is applicable to that person in...
California Corporations Code Section 14400
Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times...
California Corporations Code Section 14450
No corporation formed to supply any city, city and county, or town with water shall do so unless previously authorized by an ordinance of the...
California Corporations Code Section 14451
(a) All corporations formed to supply water to cities or towns shall furnish pure freshwater to the inhabitants thereof, for domestic uses, as long as...
California Corporations Code Section 14452
Whenever any corporation, organized under the laws of this state, furnishes water to irrigate lands that the corporation has sold, the right to the flow...
California Corporations Code Section 14500
This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any...
California Corporations Code Section 14501
Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county,...
California Corporations Code Section 14502
(a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to...
California Corporations Code Section 14503
The governing body of a local agency, by ordinance, may authorize employees of public pounds, societies for the prevention of cruelty to animals, and humane...
California Corporations Code Section 14504
All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on...
California Corporations Code Section 14505
Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane...
California Corporations Code Section 14550
In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and waste; to make the...
California Corporations Code Section 14551
It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial...
California Corporations Code Section 14600
(a) This part shall be applicable to all benefit corporations. (b) The existence of a provision of this part shall not of itself create any...
California Corporations Code Section 14601
As used in this part: (a) "Benefit corporation" means a corporation organized under the General Corporation Law that has elected to become subject to this...
California Corporations Code Section 14602
A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state...
California Corporations Code Section 14603
(a) A corporation may become a benefit corporation under this part by amending the corporation's articles so that the articles contain a statement that the...
California Corporations Code Section 14604
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation's articles...
California Corporations Code Section 14610
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on,...
California Corporations Code Section 14620
(a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director...
California Corporations Code Section 14621
(a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a...
California Corporations Code Section 14622
(a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when...
California Corporations Code Section 14623
(a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in...
California Corporations Code Section 14630
(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of...
California Corporations Code Section 14631
All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing...
California Corporations Code Section 15800
(a) Every partnership, other than a foreign limited partnership, subject to Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), or...
California Corporations Code Section 16100
This chapter may be cited as the Uniform Partnership Act of 1994.
California Corporations Code Section 16101
As used in this chapter, the following terms and phrases have the following meanings: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in...
California Corporations Code Section 16101
As used in this chapter, the following terms and phrases have the following meanings: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in...
California Corporations Code Section 16102
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if any of...
California Corporations Code Section 16103
(a) Except as otherwise provided in subdivision (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement....
California Corporations Code Section 16104
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest...
California Corporations Code Section 16105
(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an...
California Corporations Code Section 16106
(a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of the jurisdiction in which a partnership has its...
California Corporations Code Section 16107
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
California Corporations Code Section 16108
Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, this chapter shall be...
California Corporations Code Section 16109
The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created...
California Corporations Code Section 16110
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
California Corporations Code Section 16111
(a) Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partnership formed (1) on or after the effective date...
California Corporations Code Section 16112
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
California Corporations Code Section 16113
(a) The fee for filing a statement of partnership is seventy dollars ($70). (b) Unless another fee is specified by law or the law specifies...
California Corporations Code Section 16114
Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for acceptance of copies of...
California Corporations Code Section 16201
A partnership is an entity distinct from its partners.
California Corporations Code Section 16202
(a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry on as coowners a business for profit forms...
California Corporations Code Section 16203
Property acquired by a partnership is property of the partnership and not of the partners individually.
California Corporations Code Section 16204
(a) Property is partnership property if acquired in the name of either of the following: (1) The partnership. (2) One or more partners with an...
California Corporations Code Section 16301
Subject to the effect of a statement of partnership authority under Section 16303 both of the following apply: (1) Each partner is an agent of...
California Corporations Code Section 16302
(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 16303, partnership property held...
California Corporations Code Section 16303
(a) A partnership may file a statement of partnership authority, which is subject to all of the following: (1) The statement shall include all of...
California Corporations Code Section 16304
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant...
California Corporations Code Section 16305
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act...
California Corporations Code Section 16306
(a) Except as otherwise provided in subdivisions (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise...
California Corporations Code Section 16307
(a) A partnership may sue and be sued in the name of the partnership. (b) Except as otherwise provided in subdivision (g) of Section 16306,...
California Corporations Code Section 16308
Except with respect to registered limited liability partnerships and foreign limited liability partnerships: (a) If a person, by words or conduct, purports to be a...
California Corporations Code Section 16309
(a) The statement of partnership authority may designate an agent for service of process. The agent may be an individual residing in this state or...
California Corporations Code Section 16310
(a) If a partnership has designated an agent for service of process, process may be served on the partnership as provided in this section and...
California Corporations Code Section 16401
(a) Each partner is deemed to have an account that is subject to both of the following: (1) Credited with an amount equal to the...
California Corporations Code Section 16402
A partner has no right to receive, and may not be required to accept, a distribution in kind.
California Corporations Code Section 16403
(a) A partnership shall keep its books and records, if any, in writing or in any other form capable of being converted into clearly legible...
California Corporations Code Section 16404
(a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set...
California Corporations Code Section 16405
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to...
California Corporations Code Section 16406
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion...
California Corporations Code Section 16501
A partner is not a coowner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
California Corporations Code Section 16502
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's...
California Corporations Code Section 16503
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership is permissible. However, a transfer does not do either...
California Corporations Code Section 16504
(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of...
California Corporations Code Section 16601
A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express...
California Corporations Code Section 16602
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 16601. (b)...
California Corporations Code Section 16603
Upon a partner's dissociation, all of the following apply: (1) The partner's right to participate in the management and conduct of the partnership business terminates....
California Corporations Code Section 16701
Except as provided in Section 16701.5, all of the following shall apply: (a) If a partner is dissociated from a partnership, the partnership shall cause...
California Corporations Code Section 16701.5
(a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolution under Section 16801. (b) For dissociations occurring...
California Corporations Code Section 16702
(a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by an...
California Corporations Code Section 16703
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable...
California Corporations Code Section 16704
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership as filed with the Secretary of...
California Corporations Code Section 16705
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the...
California Corporations Code Section 16801
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership...
California Corporations Code Section 16802
(a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the...
California Corporations Code Section 16803
(a) After dissolution, a partner who has not dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal...
California Corporations Code Section 16804
Subject to Section 16805, a partnership is bound by a partner's act after dissolution that is either of the following: (1) Appropriate for winding up...
California Corporations Code Section 16805
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership as filed with...
California Corporations Code Section 16806
(a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after dissolution a partner is...
California Corporations Code Section 16807
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied...
California Corporations Code Section 16901
In this article, the following terms have the following meanings: (1) "Constituent other business entity" means any other business entity that is merged with or...
California Corporations Code Section 16902
(a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business entity...
California Corporations Code Section 16903
(a) A partnership that desires to convert to a domestic or foreign other business entity shall approve a plan of conversion. The plan of conversion...
California Corporations Code Section 16904
(a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred: (1)...
California Corporations Code Section 16905
(a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902. (b) If the partnership is converting into a...
California Corporations Code Section 16906
(a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then...
California Corporations Code Section 16907
(a) Whenever a partnership or other business entity having any real property in this state converts into a partnership or an other business entity pursuant...
California Corporations Code Section 16908
(a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership pursuant to...
California Corporations Code Section 16909
(a) An entity that converts into another entity pursuant to this article is for all purposes the same entity that existed before the conversion. (b)...
California Corporations Code Section 16910
(a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into one partnership. (2) One or more partnerships and...
California Corporations Code Section 16911
(a) Each partnership and other business entity which desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by...
California Corporations Code Section 16912
(a) Unless a future effective date or time is provided in a certificate of merger if a certificate of merger is required to be filed...
California Corporations Code Section 16913
(a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply...
California Corporations Code Section 16914
(a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business entities ceases...
California Corporations Code Section 16915
(a) In a merger involving a domestic partnership, in which another partnership or a foreign other business entity is a party, but in which no...
California Corporations Code Section 16915.5
(a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability...
California Corporations Code Section 16916
(a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other business...
California Corporations Code Section 16917
This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law.
California Corporations Code Section 16951
For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign...
California Corporations Code Section 16952
The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or one of the abbreviations...
California Corporations Code Section 16953
(a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a registration, executed...
California Corporations Code Section 16954
(a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute...
California Corporations Code Section 16955
(a) A domestic partnership, other than a limited partnership, may convert to a registered limited liability by the vote of the partners possessing a majority...
California Corporations Code Section 16956
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case...
California Corporations Code Section 16956
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case...
California Corporations Code Section 16957
(a) No distribution shall be made by a registered limited liability partnership if, after giving effect to the distribution: (1) The registered limited liability partnership...
California Corporations Code Section 16958
(a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and the...
California Corporations Code Section 16959
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements...
California Corporations Code Section 16959
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements...
California Corporations Code Section 16960
(a) The registration of a foreign limited partnership may be amended by an amended registration executed by one or more partners authorized to execute an...
California Corporations Code Section 16961
The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it unnecessary for all purposes for the registered...
California Corporations Code Section 16962
(a) Each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under Section 16959 shall...
California Corporations Code Section 15900
This chapter may be cited as the Uniform Limited Partnership Act of 2008.
California Corporations Code Section 15901.02
In this chapter, the following terms have the following meanings: (a) "Acknowledged" means that an instrument is either of the following: (1) Formally acknowledged as...
California Corporations Code Section 15901.03
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person:...
California Corporations Code Section 15901.04
(a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose....
California Corporations Code Section 15901.05
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued,...
California Corporations Code Section 15901.06
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability...
California Corporations Code Section 15901.07
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest...
California Corporations Code Section 15901.08
(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership must contain the phrase...
California Corporations Code Section 15901.09
(a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize...
California Corporations Code Section 15901.10
(a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the...
California Corporations Code Section 15901.11
A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and...
California Corporations Code Section 15901.12
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the...
California Corporations Code Section 15901.13
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights,...
California Corporations Code Section 15901.14
(a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in...
California Corporations Code Section 15901.15
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or...
California Corporations Code Section 15901.16
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be...
California Corporations Code Section 15901.17
(a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a...
California Corporations Code Section 15902.01
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by...
California Corporations Code Section 15902.02
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of...
California Corporations Code Section 15902.03
A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a...
California Corporations Code Section 15902.04
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial...
California Corporations Code Section 15902.05
(a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not...
California Corporations Code Section 15902.06
(a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form...
California Corporations Code Section 15902.07
(a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate...
California Corporations Code Section 15902.08
(a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information,...
California Corporations Code Section 15902.09
(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.03 may be revived by filing with, and on...
California Corporations Code Section 15903.01
A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a conversion or merger under Article 11...
California Corporations Code Section 15903.02
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
California Corporations Code Section 15903.03
(a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in...
California Corporations Code Section 15903.04
(a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to...
California Corporations Code Section 15903.05
(a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a...
California Corporations Code Section 15903.06
(a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes...
California Corporations Code Section 15903.07
(a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and duties of...
California Corporations Code Section 15904.01
A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.01 following the...
California Corporations Code Section 15904.02
(a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the...
California Corporations Code Section 15904.03
(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
California Corporations Code Section 15904.04
(a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise...
California Corporations Code Section 15904.05
(a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an action against the limited partnership or named in...
California Corporations Code Section 15904.06
(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any...
California Corporations Code Section 15904.07
(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited...
California Corporations Code Section 15904.08
(a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under...
California Corporations Code Section 15904.09
(a) A partnership agreement may provide for the creation of classes of general partners. The partnership agreement shall define the rights, powers, and duties of...
California Corporations Code Section 15905.01
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes,...
California Corporations Code Section 15905.02
(a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused...
California Corporations Code Section 15905.03
A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when...
California Corporations Code Section 15905.035
The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement. If the partnership...
California Corporations Code Section 15905.04
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides...
California Corporations Code Section 15905.05
A person does not have a right to receive a distribution on account of dissociation.
California Corporations Code Section 15905.06
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to...
California Corporations Code Section 15905.07
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies...
California Corporations Code Section 15905.08
(a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if...
California Corporations Code Section 15905.09
(a) A general partner that consents to a distribution made in violation of Section 15905.08 is personally liable to the limited partnership for the amount...
California Corporations Code Section 15906.01
(a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is...
California Corporations Code Section 15906.02
(a) Upon a person's dissociation as a limited partner: (1) subject to Section 15907.04, the person does not have further rights as a limited partner;...
California Corporations Code Section 15906.03
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership's...
California Corporations Code Section 15906.04
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a)...
California Corporations Code Section 15906.05
(a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of...
California Corporations Code Section 15906.06
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section 15911.01),...
California Corporations Code Section 15906.07
(a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the...
California Corporations Code Section 15907.01
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
California Corporations Code Section 15907.02
(a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation...
California Corporations Code Section 15907.03
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest...
California Corporations Code Section 15907.04
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 15907.02...
California Corporations Code Section 15908.01
Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any...
California Corporations Code Section 15908.02
(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to...
California Corporations Code Section 15908.03
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership:...
California Corporations Code Section 15908.04
(a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership's activities; or...
California Corporations Code Section 15908.05
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by...
California Corporations Code Section 15908.06
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b). (b) A dissolved limited...
California Corporations Code Section 15908.07
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance...
California Corporations Code Section 15908.08
If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any corresponding claim under Section 15904.04 is also barred.
California Corporations Code Section 15908.09
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to...
California Corporations Code Section 15909.01
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign...
California Corporations Code Section 15909.02
(a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and acknowledged...
California Corporations Code Section 15909.03
(a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this article...
California Corporations Code Section 15909.04
Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter, the...
California Corporations Code Section 15909.05
(a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the...
California Corporations Code Section 15909.06
If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the...
California Corporations Code Section 15909.07
(a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a...
California Corporations Code Section 15909.08
The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
California Corporations Code Section 15910.01
(a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with...
California Corporations Code Section 15910.02
A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the...
California Corporations Code Section 15910.03
(a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that...
California Corporations Code Section 15910.04
In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the...
California Corporations Code Section 15910.05
(a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong...
California Corporations Code Section 15910.06
(a) In any derivative action, at any time within 30 days after service of summons upon the limited partnership or the general partner, the limited...
California Corporations Code Section 15911.01
For purposes of this article, the following definitions apply: (a) "Converted entity" means the other business entity or foreign other business entity or foreign limited...
California Corporations Code Section 15911.02
(a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this...
California Corporations Code Section 15911.03
(a) A limited partnership that desires to convert to an other business entity or a foreign other business entity or a foreign limited partnership shall...
California Corporations Code Section 15911.04
(a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest...
California Corporations Code Section 15911.05
(a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section 15911.02....
California Corporations Code Section 15911.06
(a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partnership is converting into a domestic limited liability company,...
California Corporations Code Section 15911.07
(a) Whenever a limited partnership or other business entity having any real property in this state converts into a limited partnership or an other business...
California Corporations Code Section 15911.08
(a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant...
California Corporations Code Section 15911.09
(a) An entity that converts into another entity pursuant to this article is, for all purposes, other than for the purposes of Part 10 (commencing...
California Corporations Code Section 15911.10
Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.
California Corporations Code Section 15911.11
The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership. (b) One or more limited...
California Corporations Code Section 15911.12
(a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved...
California Corporations Code Section 15911.13
Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the...
California Corporations Code Section 15911.14
(a) If the surviving entity is a limited partnership or an other business entity, other than a corporation in a merger in which a domestic...
California Corporations Code Section 15911.15
(a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger...
California Corporations Code Section 15911.16
(a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the disappearing limited...
California Corporations Code Section 15911.17
(a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be required...
California Corporations Code Section 15911.18
Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or other...
California Corporations Code Section 15911.19
Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive...
California Corporations Code Section 15911.20
(a) For purposes of this article, "reorganization" refers to any of the following: (1) A conversion pursuant to Article 11 (commencing with Section 15911.01). (2)...
California Corporations Code Section 15911.21
(a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership...
California Corporations Code Section 15911.22
(a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the...
California Corporations Code Section 15911.23
Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited...
California Corporations Code Section 15911.24
(a) If the limited partnership and the dissenting limited partner agree that such limited partner's interest is a dissenting interest and agree upon the price...
California Corporations Code Section 15911.25
(a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail...
California Corporations Code Section 15911.26
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited...
California Corporations Code Section 15911.27
To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners...
California Corporations Code Section 15911.28
Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any...
California Corporations Code Section 15911.29
Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior...
California Corporations Code Section 15911.30
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be...
California Corporations Code Section 15911.31
If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings...
California Corporations Code Section 15911.32
(a) This article applies to the following: (1) A domestic limited partnership formed on or after January 1, 1991. (2) A foreign limited partnership if...
California Corporations Code Section 15911.33
(a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by...
California Corporations Code Section 15912.01
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter...
California Corporations Code Section 15912.02
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
California Corporations Code Section 15912.03
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter...
California Corporations Code Section 15912.04
This chapter shall become operative on January 1, 2008.
California Corporations Code Section 15912.06
(a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise...
California Corporations Code Section 15912.07
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.
California Corporations Code Section 17000
This title shall be known and may be cited as the Beverly-Killea Limited Liability Company Act.
California Corporations Code Section 17001
Unless the context otherwise indicates, the following definitions govern the construction of this title: (a) "Acknowledged" means that an instrument is either of the following:...
California Corporations Code Section 17002
(a) Subject to any limitations contained in the articles of organization and to compliance with any other applicable laws, a limited liability company may engage...
California Corporations Code Section 17003
Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability company...
California Corporations Code Section 17004
(a) A member may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same...
California Corporations Code Section 17005
(a) Except as provided in subdivisions (b) and (c), relations among members and between the members and the limited liability company are governed by the...
California Corporations Code Section 17050
(a) In order to form a limited liability company, one or more persons shall execute and file articles of organization with, and on a form...
California Corporations Code Section 17051
(a) The articles of organization shall set forth: (1) The name of the limited liability company. (2) The following statement: The purpose of the limited...
California Corporations Code Section 17052
The name of each limited liability company as set forth in its articles of organization: (a) Shall contain either the words "limited liability company" or...
California Corporations Code Section 17053
Any applicant may, upon payment of the fee prescribed in subdivision (a) of Section 17701, obtain from the Secretary of State a certificate of reservation...
California Corporations Code Section 17054
(a) Subject to subdivision (b) of Section 17103, the articles of organization may be amended at any time and in any manner as the members...
California Corporations Code Section 17055
(a) If any document filed with the Secretary of State under this title contains any typographical error, error of transcription, or other technical error, or...
California Corporations Code Section 17056
(a) Unless otherwise specified in any other section of this title, any document required by this title to be executed and filed with the Secretary...
California Corporations Code Section 17057
Each limited liability company shall continuously maintain in this state each of the following: (a) An office at which shall be maintained the records required...
California Corporations Code Section 17058
(a) Each limited liability company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form at the...
California Corporations Code Section 17059
The power to adopt, alter, amend, or repeal the operating agreement of a limited liability company shall be vested in the members. The articles of...
California Corporations Code Section 17060
(a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall file within 90 days after...
California Corporations Code Section 17061
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be...
California Corporations Code Section 17062
An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by...
California Corporations Code Section 17100
(a) After formation of a limited liability company, a person may become a member: (1) In the case of a person acquiring a membership interest...
California Corporations Code Section 17101
(a) Except as otherwise provided in Section 17254 or in subdivision (e), no member of a limited liability company shall be personally liable under any...
California Corporations Code Section 17102
The articles of organization or the operating agreement may provide for the creation of classes of members having those relative rights, powers, and duties as...
California Corporations Code Section 17103
(a) The articles of organization or a written operating agreement may provide to all or certain identified members or a specified class or group of...
California Corporations Code Section 17104
(a) Meetings of members may be held at any place, by electronic video screen communication or by electronic transmission by and to the limited liability...
California Corporations Code Section 17105
(a) The operating agreement may provide that the interest of a member or assignee in a limited liability company may be evidenced by a certificate...
California Corporations Code Section 17106
(a) Upon the request of a member or a holder of an economic interest, for purposes reasonably related to the interest of that person as...
California Corporations Code Section 17107
(a) Upon complaint that a limited liability company is failing to comply with the provisions of Section 17106, or to afford to the members rights...
California Corporations Code Section 17150
Unless the articles of organization include the statement referred to in subdivision (b) of Section 17151 vesting management of the limited liability company in a...
California Corporations Code Section 17151
(a) The articles of organization may provide that the business and affairs of the limited liability company shall be managed by or under the authority...
California Corporations Code Section 17152
If management of the limited liability company is vested in one or more managers pursuant to a statement in the articles of organization: (a) Election...
California Corporations Code Section 17153
The fiduciary duties a manager owes to the limited liability company and to its members are those of a partner to a partnership and to...
California Corporations Code Section 17154
(a) A written operating agreement may provide for the appointment of officers, including, without limitation, a chairperson or a president, or both, a secretary, a...
California Corporations Code Section 17155
(a) Except for a breach of the duty set forth in Section 17153, the articles of organization or written operating agreement of a limited liability...
California Corporations Code Section 17156
Except as otherwise provided in the articles of organization or the operating agreement, if the members have appointed more than one manager, decisions of the...
California Corporations Code Section 17157
(a) Unless the statement referred to in subdivision (b) of Section 17151 is included in the articles of organization, every member is an agent of...
California Corporations Code Section 17158
(a) No person who is a manager or officer or both a manager and officer of a limited liability company shall be personally liable under...
California Corporations Code Section 17200
(a) The articles of organization or the operating agreement may provide for capital contributions of members. The contribution of a person may be in money,...
California Corporations Code Section 17201
(a) (1) Subject to the terms of the articles of organization or the operating agreement, a member is not excused from an obligation to the...
California Corporations Code Section 17202
The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in...
California Corporations Code Section 17250
Distributions of the money or property of a limited liability company shall be made to the members and to any classes of members in the...
California Corporations Code Section 17251
Except as provided in this chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of that member from...
California Corporations Code Section 17252
(a) The articles of organization or a written operating agreement may provide that a member may withdraw, resign, or retire from a limited liability company...
California Corporations Code Section 17253
(a) A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company...
California Corporations Code Section 17254
(a) No distribution shall be made if, after giving effect to the distribution, either of the following occurs: (1) The limited liability company would not...
California Corporations Code Section 17255
(a) A member or manager who votes for a distribution in violation of the operating agreement or Section 17254 or 17353 is personally liable to...
California Corporations Code Section 17300
A membership interest and an economic interest in a limited liability company constitute personal property of the member or assignee. A member or assignee has...
California Corporations Code Section 17301
(a) Except as provided in the articles of organization or the operating agreement: (1) A membership interest or an economic interest is assignable in whole...
California Corporations Code Section 17302
(a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the assignable membership interest...
California Corporations Code Section 17303
(a) Except as otherwise provided in the articles of organization or the operating agreement, an assignee of an interest in a limited liability company may...
California Corporations Code Section 17304
(a) If a member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the member's...
California Corporations Code Section 17350
A limited liability company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:...
California Corporations Code Section 17350.5
(a) Notwithstanding any other provision of this division, if a domestic limited liability company has not conducted any business, only a majority of the members,...
California Corporations Code Section 17351
(a) Pursuant to an action filed by any manager or by any member or members, a court of competent jurisdiction may decree the dissolution of...
California Corporations Code Section 17352
In the event of a dissolution of a limited liability company: (a) The managers who have not wrongfully dissolved the limited liability company or, if...
California Corporations Code Section 17353
(a) Except as otherwise provided in the articles of organization or the written operating agreement, after determining that all the known debts and liabilities of...
California Corporations Code Section 17354
(a) A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by...
California Corporations Code Section 17355
(a) (1) Causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be...
California Corporations Code Section 17356
(a) (1) The managers shall cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate...
California Corporations Code Section 17357
(a) Notwithstanding the filing of a certificate of dissolution, a majority in interest of the members may cause to be filed, in the office of,...
California Corporations Code Section 17375
Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a)...
California Corporations Code Section 17450
Subject to the provisions of Section 17453: (a) The laws of the state or foreign country under which a foreign limited liability company is organized...
California Corporations Code Section 17451
(a) Before transacting intrastate business in this state, a foreign limited liability company shall register with the Secretary of State. In order to register, a...
California Corporations Code Section 17452
(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of...
California Corporations Code Section 17453
If the members of a foreign limited liability company residing in this state represent 25 percent or more of the voting interests of members of...
California Corporations Code Section 17454
If any statement in the application for registration of a foreign limited liability company was false when made or any statements made have become erroneous,...
California Corporations Code Section 17455
A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a person with...
California Corporations Code Section 17456
(a) A foreign limited liability company transacting intrastate business in this state shall not maintain any action, suit, or proceeding in any court of this...
California Corporations Code Section 17457
The Attorney General may bring an action to restrain a foreign limited liability company from transacting intrastate business in this state in violation of this
California Corporations Code Section 17500
Any member of a foreign or domestic limited liability company may bring a class action on behalf of all or a class of members to...
California Corporations Code Section 17501
(a) No action shall be instituted or maintained in right of any domestic or foreign limited liability company by any member of the limited liability...
California Corporations Code Section 17540.1
For purposes of this chapter, the following definitions shall apply: (a) "Converted entity" means the other business entity or foreign other business entity or foreign...
California Corporations Code Section 17540.2
(a) A limited liability company may be converted into an other business entity or a foreign other business entity or a foreign limited liability company...
California Corporations Code Section 17540.3
(a) A limited liability company that desires to convert to an other business entity or a foreign other business entity or a foreign limited liability...
California Corporations Code Section 17540.4
(a) A conversion into an other business entity or a foreign other business entity or a foreign limited liability company shall become effective upon the...
California Corporations Code Section 17540.5
(a) The conversion of a limited liability company into a foreign other business entity or a foreign limited liability company shall be required in order...
California Corporations Code Section 17540.6
(a) Upon conversion of a limited liability company: (1) If the limited liability company is converting into a domestic limited partnership, a statement of conversion...
California Corporations Code Section 17540.7
(a) Whenever a limited liability company or other business entity having any real property in this state converts into a limited liability company or an...
California Corporations Code Section 17540.8
(a) An other business entity or a foreign other business entity or a foreign limited liability company may be converted to a domestic limited liability...
California Corporations Code Section 17540.9
(a) An entity that converts into another entity pursuant to this chapter is for all purposes the same entity that existed before the conversion. (b)...
California Corporations Code Section 17550
(a) The following entities may be merged pursuant to this chapter: (1) Two or more limited liability companies into one limited liability company. (2) One...
California Corporations Code Section 17551
(a) Each limited liability company and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be...
California Corporations Code Section 17552
(a) If the surviving entity is a limited liability company or an other business entity (other than a corporation in a merger in which a...
California Corporations Code Section 17553
(a) Unless a future effective date or time is provided in the certificate of merger or in any agreement of merger required to be filed...
California Corporations Code Section 17554
(a) Upon a merger of limited liability companies or limited liability companies and other business entities pursuant to this chapter, the separate existence of the...
California Corporations Code Section 17554.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign limited liability company or other business entity shall be deemed to have assumed...
California Corporations Code Section 17555
(a) The merger of any number of domestic limited liability companies with any number of foreign limited liability companies or foreign other business entities shall...
California Corporations Code Section 17556
Whenever a domestic or foreign limited liability company or other business entity having any real property in this state merges with another limited liability company...
California Corporations Code Section 17600
(a) For purposes of this chapter, "reorganization" refers to any of the following: (1) A conversion pursuant to Chapter 11.5 (commencing with Section 17540.1). (2)...
California Corporations Code Section 17601
(a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the operating agreement...
California Corporations Code Section 17602
(a) If members have a right under Section 17601, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited...
California Corporations Code Section 17603
Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the...
California Corporations Code Section 17604
(a) If the limited liability company and the dissenting member agree that the member's interest is a dissenting interest and agree upon the price to...
California Corporations Code Section 17605
(a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail...
California Corporations Code Section 17606
(a) If the court appoints an appraiser or appraisers, they shall determine the fair market value per interest of the outstanding membership interests of the...
California Corporations Code Section 17607
To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return...
California Corporations Code Section 17608
Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any...
California Corporations Code Section 17609
Except as expressly limited by this chapter, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to...
California Corporations Code Section 17610
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled...
California Corporations Code Section 17611
If litigation is instituted to test the sufficiency or regularity of the vote of the members in authorizing a reorganization, any proceedings under Sections 17605...
California Corporations Code Section 17612
(a) Subject to subdivisions (b) and (c), this chapter applies to the following: (1) A domestic limited liability company. (2) A foreign limited liability company...
California Corporations Code Section 17613
(a) No member of a limited liability company who has a right under this chapter to demand payment of cash for the interest owned by...
California Corporations Code Section 17650
(a) If a manager or member required by this title to execute or file any document fails, after demand, to do so within a reasonable...
California Corporations Code Section 17651
(a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required...
California Corporations Code Section 17652
Any penalty prescribed by Section 17651 shall be in addition to any remedy by injunction or action for damages or by writ of mandate for...
California Corporations Code Section 17653
(a) Upon the failure of a limited liability company to file the statement required by Section 17060, the Secretary of State shall provide a notice...
California Corporations Code Section 17654
(a) A limited liability company that (1) fails to file a statement pursuant to Section 17060 for an applicable filing period, (2) has not filed...
California Corporations Code Section 17655
(a) Sections 17653 and 17654 apply to foreign limited liability companies with respect to the statements required to be filed by Section 17060. For this...
California Corporations Code Section 17656
(a) A limited liability company is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the limited liability company...
California Corporations Code Section 18000
Unless the provision or context otherwise requires, the definitions in this chapter govern the construction of this title.
California Corporations Code Section 18003
"Board" means the board of directors or other governing body of an unincorporated association.
California Corporations Code Section 18005
"Director" means a natural person serving as a member of the board or other governing body of the unincorporated association.
California Corporations Code Section 18008
"Governing document" means a constitution, articles of association, bylaws, or other writing that governs the purpose or operation of an unincorporated association or the rights...
California Corporations Code Section 18010
"Governing principles" means the principles stated in an unincorporated association's governing documents. If an association has no governing documents or the governing documents do not...
California Corporations Code Section 18015
(a) If the governing principles of an unincorporated association define the membership of the association, "member" has the meaning provided by the governing principles. (b)...
California Corporations Code Section 18020
(a) "Nonprofit association" means an unincorporated association with a primary common purpose other than to operate a business for profit. (b) A nonprofit association may...
California Corporations Code Section 18025
"Officer" means a natural person serving as an unincorporated association's chair, president, secretary, chief financial officer, or other position of authority that is established pursuant...
California Corporations Code Section 18030
"Person" includes a natural person, corporation, partnership, or other unincorporated organization, government, or governmental subdivision or agency, or any other entity.
California Corporations Code Section 18035
(a) "Unincorporated association" means an unincorporated group of two or more persons joined by mutual consent for a common lawful purpose, whether organized for profit...
California Corporations Code Section 18055
This title does not apply to any of the following persons: (a) A corporation. (b) A government or governmental subdivision or agency. (c) A partnership...
California Corporations Code Section 18060
If a statute specific to a particular type of unincorporated association is inconsistent with a general provision of this title, the specific statute prevails to...
California Corporations Code Section 18065
Except to the extent this title provides a specific rule, the general law of agency, including Article 2 (commencing with Section 2019) of Chapter 2...
California Corporations Code Section 18070
A provision of this title, insofar as it is substantially the same as a previously existing provision relating to the same subject matter, shall be...
California Corporations Code Section 18100
The interest of a member in an unincorporated association is personal property.
California Corporations Code Section 18105
An unincorporated association may, in its name, acquire, hold, manage, encumber, or transfer an interest in real or personal property.
California Corporations Code Section 18110
Property acquired by or for an unincorporated association is property of the unincorporated association and not of the members individually.
California Corporations Code Section 18115
The acquisition, transfer, or encumbrance of an interest in real property by an unincorporated association shall be executed by its president and secretary or other...
California Corporations Code Section 18120
(a) An unincorporated association may record in a county in which it has an interest in real property a verified and acknowledged statement of authority...
California Corporations Code Section 18122
An unincorporated association holding property for charitable purposes shall comply with the Supervision of Trustees and Fundraisers for Charitable Purposes Act, Article 7 (commencing with...
California Corporations Code Section 18125
No limitation on the power of an unincorporated association to acquire, hold, manage, pledge, encumber, or transfer an interest in real or personal property, or...
California Corporations Code Section 18130
After all of the known debts and liabilities of an unincorporated association in the process of winding up its affairs have been paid or adequately...
California Corporations Code Section 18135
(a) Notwithstanding Section 18260, a cause of action against an unincorporated association may be enforced against a person who received assets distributed under Section 18130....
California Corporations Code Section 18200
(a) An unincorporated association may file with the Secretary of State, on a form prescribed by the Secretary of State, a statement containing either of...
California Corporations Code Section 18205
(a) The Secretary of State shall mark each statement filed under Section 18200 with a consecutive file number and the date of filing. In lieu...
California Corporations Code Section 18210
(a) An agent designated by an unincorporated association for the service of process may file with the Secretary of State a signed and acknowledged written...
California Corporations Code Section 18215
Between the first day of October and the first day of December immediately preceding the expiration date of a statement filed under Section 18200, the...
California Corporations Code Section 18220
If designation of an agent for the purpose of service of process has not been made as provided in Section 18200, or if the agent...
California Corporations Code Section 18250
Except as otherwise provided by law, an unincorporated association is liable for its act or omission and for the act or omission of its director,...
California Corporations Code Section 18260
A money judgment against an unincorporated association, whether organized for profit or not, may be enforced only against the property of the association.
California Corporations Code Section 18270
(a) A judgment creditor of a member, director, officer, or agent of an unincorporated association may not levy execution against the assets of the member,...
California Corporations Code Section 18300
It is the intent of the Legislature to enact legislation relating to the governance of unincorporated associations.
California Corporations Code Section 18310
(a) Unless otherwise provided by an unincorporated association's governing principles, membership in the unincorporated association is terminated by any of the following events: (1) Resignation...
California Corporations Code Section 18320
(a) This section only applies if membership in an unincorporated association includes a property right or if expulsion or suspension of a member would affect...
California Corporations Code Section 18330
Except as otherwise provided by statute or by an unincorporated association's governing principles, the following rules govern a member vote conducted pursuant to this chapter:...
California Corporations Code Section 18340
If an unincorporated association's governing principles do not provide a procedure to amend the association's governing documents, the governing documents may be amended by a...
California Corporations Code Section 18350
The following definitions govern the construction of this article: (a) "Constituent entity" means an entity that is merged with one or more other entities and...
California Corporations Code Section 18360
An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign limited partnership, domestic or foreign general partnership, or domestic or foreign...
California Corporations Code Section 18370
A merger involving an unincorporated association is subject to the following requirements: (a) Each party to the merger shall approve an agreement of merger. The...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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)...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 18640
Nothing in this chapter limits application of the Uniform Fraudulent Transfer Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 21303
Application for such registration, alteration, or cancellation shall be made by the chief officer or officers of the association, upon blanks to be provided by...
California Corporations Code Section 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...
California Corporations Code Section 21305
Upon the registration, the Secretary of State shall issue his certificate setting forth the fact of the registration.
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 23000
"Real estate investment trust" as used in this part means any unincorporated association or trust formed to engage in business and managed by, or under...
California Corporations Code Section 23001
No shareowner of a real estate investment trust shall be personally liable as such for any liabilities, debts or obligations of, or claims against, the...
California Corporations Code Section 23002
Section 23001 shall apply to any real estate investment trust organized under the laws of this state with respect to liabilities, debts, obligations and claims...
California Corporations Code Section 23003
A real estate investment trust shall not issue any security redeemable at the option of the holder of the security.
California Corporations Code Section 23004
Section 23001 shall apply with respect to all liabilities, debts, obligations of, and claims against, a real estate investment trust arising after the effective date...
California Corporations Code Section 23005
The provisions of Sections 1400 and 1402 governing bankruptcy reorganizations for corporations also apply to real estate investment trusts. For that purpose where the term...
California Corporations Code Section 23006
(a) The following entities may be merged pursuant to this article: (1) Any two or more real estate investment trusts into one real estate investment...
California Corporations Code Section 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...
California Corporations Code Section 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.
California Corporations Code Section 25001
Unless the context otherwise requires, the definitions in this part apply throughout this division.
California Corporations Code Section 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,...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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 his...
California Corporations Code Section 25005
"Commissioner" means the Commissioner of Corporations.
California Corporations Code Section 25005.1
"Entity conversion transaction" means a conversion pursuant to Section 1151, 1157, 15677.2, 15677.8, 15911.02, 15911.08, 16902, 16908, 17540.2, 17540.8, or a conversion that occurs entirely...
California Corporations Code Section 25006
"Fraud," "deceit," and "defraud" are not limited to common law fraud or deceit.
California Corporations Code Section 25007
"Guaranteed" means guaranteed as to payment of principal, interest, dividends, or call premium.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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....
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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)...
California Corporations Code Section 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...
California Corporations Code Section 25014
"Publish" means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public.
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 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...
California Corporations Code Section 25016
"Rule" means any published regulation or standard of general application issued by the commissioner. "Order" means a consent, authorization, approval, permit, or requirement applicable to...
California Corporations Code Section 25017
(a) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value....
California Corporations Code Section 25018
"Securities Act of 1933," "Securities Exchange Act of 1934," "Public Utility Holding Company Act of 1935," "Investment Advisers Act of 1940," and "Investment Company Act...
California Corporations Code Section 25019
"Security" means any note; stock; treasury stock; membership in an incorporated or unincorporated association; bond; debenture; evidence of indebtedness; certificate of interest or participation in...
California Corporations Code Section 25020
"State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico.
California Corporations Code Section 25021
"Subdivided lands" and "subdivision" have the meanings prescribed in Sections 11000, 11004.5, and 11218 of the Business and Professions Code.
California Corporations Code Section 25022
"Underwriter" means a person who has agreed with an issuer or other person on whose behalf a distribution is to be made (a) to purchase...
California Corporations Code Section 25023
(a) Except as provided in subdivision (b), "viatical settlement contract" means an agreement as defined in paragraph (1) of subdivision (a) of Section 10113.1 of...
California Corporations Code Section 25100
The following securities are exempted from Sections 25110, 25120, and 25130: (a) Any security (including a revenue obligation) issued or guaranteed by the United States,...
California Corporations Code Section 25100.1
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security defined as a "covered security" pursuant to Section 18(b)(1) of...
California Corporations Code Section 25101
The following securities are exempt from the provisions of Section 25130: (a) Any security issued by a person that is the issuer of any security...
California Corporations Code Section 25101.1
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security that is offered or sold in a transaction that is...
California Corporations Code Section 25102
The following transactions are exempted from the provisions of Section 25110: (a) Any offer (but not a sale) not involving any public offering and the...
California Corporations Code Section 25102.1
The following transactions are not subject to Sections 25110, 25120, and 25130: (a) Any offer or sale of a security to a "qualified purchaser" as...
California Corporations Code Section 25102.5
There shall be exempted from Section 25110 a transaction that is the sale of a series of notes secured directly by an interest in the...
California Corporations Code Section 25103
The following transactions are exempted from the provisions of Section 25110 and Section 25120: (a) Any negotiations or agreements prior to general solicitation of approval...
California Corporations Code Section 25104
The following transactions are exempted from the provisions of Section 25130: (a) Any offer or sale of a security by the bona fide owner thereof...
California Corporations Code Section 25105
There shall be exempted from the provisions of Section 25110, 25120 or 25130 any other transaction which the commissioner by rule exempts as not being...
California Corporations Code Section 25110
It is unlawful for any person to offer or sell in this state any security in an issuer transaction (other than in a transaction subject...
California Corporations Code Section 25111
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be...
California Corporations Code Section 25112
(a) Any security issued by a person which is the issuer of any security registered under Section 12 of the Securities Exchange Act of 1934...
California Corporations Code Section 25113
(a) All securities, whether or not eligible for qualification by coordination under Section 25111 or qualification by notification under Section 25112, may be qualified by...
California Corporations Code Section 25114
Every qualification under this chapter is effective for 12 months from its effective date, unless the commissioner by order or rule specifies a different period,...
California Corporations Code Section 25115
Every application for qualification of an issuer transaction under this chapter shall be signed and verified by the issuer; every application for qualification of a...
California Corporations Code Section 25116
(a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (commencing with Section 25120), and the purchasers or holders...
California Corporations Code Section 25117
(a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usury provisions of Section 1 of Article XV of...
California Corporations Code Section 25118
(a) An evidence of indebtedness issued by an entity or guaranteed by an entity that is an affiliate (as defined in Section 150) of the...
California Corporations Code Section 25120
(a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of...
California Corporations Code Section 25121
The securities qualified for sale under this chapter shall be qualified by permit under this section. The application for the permit shall be signed and...
California Corporations Code Section 25122
Qualification of securities under this chapter becomes effective upon the commissioner issuing a permit authorizing the issuance of such securities.
California Corporations Code Section 25130
It is unlawful for any person to offer or sell any security in this state in any nonissuer transaction unless it is qualified for such...
California Corporations Code Section 25131
(a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by...
California Corporations Code Section 25132
Every qualification under this chapter and every qualification of a nonissuer transaction under Section 25111 is effective for 12 months from its effective date, except...
California Corporations Code Section 25133
It is unlawful for any person without the written consent of the commissioner to consummate the sale or transfer of any securities heretofore or hereafter...
California Corporations Code Section 25134
Every applicant seeking qualification for the sale of securities shall, upon request of the commissioner, furnish to the commissioner an authorization for examination of the...
California Corporations Code Section 25140
(a) (1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any qualification of an underwritten offering...
California Corporations Code Section 25141
The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section 25110) or Chapter 3 (commencing with Section 25120) of this...
California Corporations Code Section 25142
When application is made for a permit to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from...
California Corporations Code Section 25143
(a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualification pending final determination of any proceeding under this chapter. Upon...
California Corporations Code Section 25144
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is...
California Corporations Code Section 25145
Every issuer qualifying securities for sale in this state shall at all times keep and maintain a complete set of books, records, and accounts of...
California Corporations Code Section 25146
For a period of 18 months after the qualification is effective, the commissioner may by rule or order require an issuer who has filed an...
California Corporations Code Section 25147
The commissioner may by rule or order require as a condition of qualification that any security qualified under Section 25113 be sold only on a...
California Corporations Code Section 25148
Except in cases where the delivery of a prospectus or proxy statement is required under the Securities Act of 1933 or the Securities Exchange Act...
California Corporations Code Section 25149
The commissioner may act as escrow holder for securities required to be deposited in escrow by his order.
California Corporations Code Section 25150
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an...
California Corporations Code Section 25151
(a) Upon the filing of a written request for the consent to transfer securities referred to in Section 25133, accompanied by such information and documents...
California Corporations Code Section 25160
Every application for qualification shall state (1) the maximum amount of securities proposed to be offered in this state; and (2) any adverse order, judgment,...
California Corporations Code Section 25161
Any document filed under this law or a predecessor statute may be incorporated by reference in a subsequent application or notice filing if it was...
California Corporations Code Section 25162
An amendment to an application filed after the effective date of the qualification of the sale of securities, if such amendment is approved by the...
California Corporations Code Section 25163
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
California Corporations Code Section 25164
(a) Neither (1) the fact that an application for qualification under this law has been filed nor (2) the fact that such qualification has become...
California Corporations Code Section 25165
Every applicant for qualification of the sale of securities under this law or every person filing an application or a notice under Sections 25100.1, 25101.1,...
California Corporations Code Section 25166
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the...
California Corporations Code Section 25200
A broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any certificate denied or revoked under this law or any...
California Corporations Code Section 25202
(a) An investment adviser shall not be subject to Section 25230 if (1) the investment adviser does not have a place of business in this...
California Corporations Code Section 25203
A person whose only clients are insurance companies shall be exempted from the provisions of Section 25230.
California Corporations Code Section 25204
The commissioner may by such rules as he deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or...
California Corporations Code Section 25206
A broker licensed by the Real Estate Commissioner is exempt from the provisions of Section 25210 when engaged in transactions in any interest in any...
California Corporations Code Section 25207
A financial institution that undertakes activities with respect to an investment company pursuant to the provisions of Section 1338, 6524, 14652.5, or 18022.5 of the...
California Corporations Code Section 25208
A person licensed as a capital access company under Division 3 (commencing with Section 28000) of Title 4 is exempt from the provisions of Section...
California Corporations Code Section 25209
Section 25210 shall not apply to an agent of an issuer when engaged in transactions exempted by subdivision (q) of Section 25102, provided that the...
California Corporations Code Section 25210
(a) Unless exempted under the provisions of Chapter 1 (commencing with Section 25200) of this part, no broker-dealer shall effect any transaction in, or induce...
California Corporations Code Section 25211
(a) The application for a certificate as a broker-dealer shall be accompanied by the consent to service of process specified in Section 25240 and, unless...
California Corporations Code Section 25211.5
A broker-dealer acting pursuant to a certificate which is then in effect and which is issued pursuant to Section 25211, shall be exempt from the...
California Corporations Code Section 25212
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a certificate to, suspend for a period not exceeding 12 months...
California Corporations Code Section 25212.1
The commissioner may immediately revoke by order the certificate of any broker-dealer if the broker-dealer fails to comply with any currently effective order of the...
California Corporations Code Section 25213
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or suspend for a period not exceeding 12 months, or deny or...
California Corporations Code Section 25213.3
The commissioner shall, after appropriate notices and opportunity for hearing, by order suspend, for a period not exceeding 12 months, or bar from any position...
California Corporations Code Section 25214
(a) It is unlawful for any person, as to whom an order suspending or barring employment or control is in effect pursuant to Section 25213...
California Corporations Code Section 25215
No order may be entered under Section 25212, 25213, 25213.3, or 25252 except after notice to any person affected thereby (and, in the case of...
California Corporations Code Section 25216
(a) No broker-dealer or agent shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this...
California Corporations Code Section 25217
(a) No broker-dealer licensed under this chapter shall, effect any transaction in, or induce or attempt to induce the purchase or sale of, any security...
California Corporations Code Section 25218
No broker-dealer licensed under this chapter shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in...
California Corporations Code Section 25219
Notwithstanding any other provision of this division, if in his or her opinion the public interest and the protection of investors so require, the commissioner...
California Corporations Code Section 25220
At any time after the issuance of an order under Section 25219, any interested person (including, but not limited to, the issuer of the security...
California Corporations Code Section 25221
(a) Notwithstanding any other provision of law, a broker-dealer, or any affiliate thereof, licensed under this chapter, or any officer or employee thereof, may submit...
California Corporations Code Section 25230
(a) It is unlawful for any investment adviser to conduct business as an investment adviser in this state unless the investment adviser has first applied...
California Corporations Code Section 25230.1
(a) A person that is registered under Section 203 of the Investment Advisers Act of 1940 as an investment adviser is not subject to the...
California Corporations Code Section 25231
(a) Any investment adviser, or any person who contemplates becoming an investment adviser, may apply for a certificate to act as an investment adviser by...
California Corporations Code Section 25232
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a certificate to, or suspend for a period not exceeding 12...
California Corporations Code Section 25232.1
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or suspend for a period not exceeding 12 months, or bar from...
California Corporations Code Section 25232.2
(a) It is unlawful for any person, as to whom an order suspending or revoking the person's certificate as an investment adviser is in effect...
California Corporations Code Section 25232.3
The commissioner may immediately revoke the certificate of any investment adviser if the investment adviser fails to comply with any currently effective order of the...
California Corporations Code Section 25233
No order may be entered under Section 25232, 25232.1, or 25252 except after notice to the person affected thereby of the intention of the commissioner...
California Corporations Code Section 25234
(a) No investment adviser licensed under this chapter shall in this state enter into, extend or renew any investment advisory contract, or in any way...
California Corporations Code Section 25235
It is unlawful for any investment adviser, directly or indirectly, in this state: (a) To employ any device, scheme, or artifice to defraud any client...
California Corporations Code Section 25236
(a) No investment adviser licensed under this chapter shall conduct any business as such investment adviser in this state unless the investment adviser and all...
California Corporations Code Section 25237
The commissioner shall prescribe rules with respect to investment advisers licensed under this chapter who have custody of their clients' securities or funds or who...
California Corporations Code Section 25238
No investment adviser licensed under this chapter and no natural person associated with the investment adviser shall engage in investment advisory activities, or attempt to...
California Corporations Code Section 25240
Every applicant for a certificate as a broker-dealer or an investment adviser (other than a California corporation), and every investment adviser subject to Section 25230.1,...
California Corporations Code Section 25241
(a) Every broker-dealer and every investment adviser licensed under Section 25230 shall make and keep accounts, correspondence, memorandums, papers, books, and other records and shall...
California Corporations Code Section 25242
(a) Surrender of a certificate as a broker-dealer or investment adviser becomes effective 30 days after receipt of an application to surrender that certificate or...
California Corporations Code Section 25243
It is unlawful for any person holding a certificate as a broker-dealer or investment adviser under this part to represent or imply in any manner...
California Corporations Code Section 25243.5
(a) A broker-dealer or investment adviser, or an agent or representative thereof, shall not use a senior-specific certification, credential, or professional designation in connection with...
California Corporations Code Section 25244
Any person whose certificate as a broker-dealer or investment adviser has been suspended or revoked shall immediately surrender such certificate to the commissioner.
California Corporations Code Section 25245
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the...
California Corporations Code Section 25246
It is unlawful for any agent or broker-dealer to require, as a condition to the purchase or sale of securities for and in the name...
California Corporations Code Section 25247
(a) Upon written or oral request, the commissioner shall make available to any person the information specified in Section 6254.12 of the Government Code and...
California Corporations Code Section 25248
(a) If the commissioner finds, as a result of any examination or investigation or from any report made to the commissioner, that any person subject...
California Corporations Code Section 25249
If, after examination or investigation, the commissioner has reasonable grounds to believe that any broker-dealer or investment adviser has violated any law or rule binding...
California Corporations Code Section 25250
If, after examination or investigation, the commissioner has reasonable grounds to believe that any broker-dealer or investment adviser, other than an investment adviser subject to...
California Corporations Code Section 25251
(a) No order issued pursuant to Section 25249 or 25250 may become final except after notice to the affected broker-dealer or investment adviser of the...
California Corporations Code Section 25252
The commissioner may, after appropriate notice and opportunity for hearing, by orders, levy administrative penalties as follows: (a) Any person subject to this division, other...
California Corporations Code Section 25253
(a) Whenever it appears to the commissioner that any of the conditions specified in subdivision (b) has occurred with respect to any broker-dealer or investment...
California Corporations Code Section 25254
(a) If the commissioner determines it is in the public interest, the commissioner may include in any administrative action brought under this part a claim...
California Corporations Code Section 25255
The civil, criminal, and administrative remedies available to the commissioner pursuant to this division are not exclusive, and may be sought and employed in any...
California Corporations Code Section 25256
(a) For any broker-dealer or investment adviser, a disciplinary action taken by the State of California, another state, an agency of the federal government, or...
California Corporations Code Section 25300
(a) No person shall publish any advertisement in this state concerning any security sold or offered for sale in this state unless a true copy...
California Corporations Code Section 25301
All advertisements published by any broker-dealer that are exempted from filing by paragraph (1) or paragraph (6) of subdivision (b) of Section 25300 shall be...
California Corporations Code Section 25302
(a) No person shall publish any advertisement concerning any security in this state after the commissioner finds that the advertisement contains any statement that is...
California Corporations Code Section 25400
It is unlawful for any person, directly or indirectly, in this state: (a) For the purpose of creating a false or misleading appearance of active...
California Corporations Code Section 25401
It is unlawful for any person to offer or sell a security in this state or buy or offer to buy a security in this...
California Corporations Code Section 25402
It is unlawful for an issuer or any person who is an officer, director or controlling person of an issuer or any other person whose...
California Corporations Code Section 25403
(a) Every person who with knowledge directly or indirectly controls and induces any person to violate any provision of this division or any rule or...
California Corporations Code Section 25404
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
California Corporations Code Section 25500
Any person who willfully participates in any act or transaction in violation of Section 25400 shall be liable to any other person who purchases or...
California Corporations Code Section 25501
Any person who violates Section 25401 shall be liable to the person who purchases a security from him or sells a security to him, who...
California Corporations Code Section 25501.5
(a) (1) A person who purchases a security from or sells a security to a broker-dealer that is required to be licensed and has not,...
California Corporations Code Section 25502
Any person who violates Section 25402 shall be liable to the person who purchases a security from him or sells a security to him, for...
California Corporations Code Section 25502.5
(a) Any person other than the issuer who violates Section 25402 shall be liable to the issuer of the security purchased or sold in violation...
California Corporations Code Section 25503
Any person who violates Section 25110, 25130 or 25133, or a condition of qualification under Chapter 2 (commencing with Section 25110) of this part, imposed...
California Corporations Code Section 25504
Every person who directly or indirectly controls a person liable under Section 25501 or 25503, every partner in a firm so liable, every principal executive...
California Corporations Code Section 25504.1
Any person who materially assists in any violation of Section 25110, 25120, 25130, 25133, or 25401, or a condition of qualification under Chapter 2 (commencing...
California Corporations Code Section 25504.2
(a) Any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by such person, who pursuant to rule of the...
California Corporations Code Section 25505
A corporation which is liable under this chapter shall have a right of indemnification against any of its principal executive officers, directors, and controlling persons...
California Corporations Code Section 25506
(a) For proceedings commencing before January 1, 2005, no action shall be maintained to enforce any liability created under Section 25500, 25501, or 25502 (or...
California Corporations Code Section 25506.1
No action shall be maintained to enforce any liability created under Section 25504.2 unless brought within one year after the discovery of the facts constituting...
California Corporations Code Section 25507
(a) No action shall be maintained to enforce any liability created under Section 25503 (or Section 25504 or Section 25504.1 insofar as they relate to...
California Corporations Code Section 25508
No action shall be maintained to enforce any right of indemnification or contribution created by Section 25505 unless brought before the expiration of one year...
California Corporations Code Section 25508.5
In addition to any other rights provided for under this division, including, but not limited to, Sections 25501 and 25506, or otherwise, a person who...
California Corporations Code Section 25509
Every cause of action under this chapter survives the death of any person who might have been a plaintiff or defendant.
California Corporations Code Section 25510
Except as explicitly provided in this chapter, no civil liability in favor of any private party shall arise against any person by implication from or...
California Corporations Code Section 25530
(a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation...
California Corporations Code Section 25530.1
In any proceeding under Section 25530, the court may prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine,...
California Corporations Code Section 25531
(a) The commissioner in his discretion (1) may make such public or private investigations within or outside of this state as he deems necessary to...
California Corporations Code Section 25532
(a) If, in the opinion of the commissioner, (1) the sale of a security is subject to qualification under this law and it is being...
California Corporations Code Section 25533
The commissioner may refer any evidence available concerning any violation of this law or of any rule or order hereunder to the Attorney General or...
California Corporations Code Section 25533.5
The commissioner shall send a copy of a desist and refrain order issued under this law to the Attorney General and the district attorney of...
California Corporations Code Section 25534
Whenever any securities are issued which the commissioner determines were offered or sold in violation of Section 25110, 25120, or 25130, the commissioner may, by...
California Corporations Code Section 25535
(a) Any person who violates any provision of this law, or who violates any rule or order under this law, shall be liable for a...
California Corporations Code Section 25536
(a) The commissioner may take such actions as are authorized by Section 6d of the federal Commodity Exchange Act (7 U.S.C. Sec. 1 et seq.)...
California Corporations Code Section 25540
(a) Except as provided for in subdivision (b), any person who willfully violates any provision of this division, or who willfully violates any rule or...
California Corporations Code Section 25541
(a) Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud in connection with the offer, purchase, or sale of...
California Corporations Code Section 25542
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 25550
When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this law or any rule or order hereunder,...
California Corporations Code Section 25600
There is in the state government, in the Business and Transportation Agency a Department of Corporations, which shall administer the provisions of this division. The...
California Corporations Code Section 25601
The commissioner shall have his principal office in the City of Sacramento, and may establish branch offices in the City and County of San Francisco,...
California Corporations Code Section 25602
In accordance with the laws governing the state civil service, the commissioner shall employ and, with the approval of the Department of Finance, fix the...
California Corporations Code Section 25603
The commissioner shall adopt a seal bearing the inscription: "Commissioner of Corporations, State of California." The seal shall be affixed to or imprinted on all...
California Corporations Code Section 25604
The administration and enforcement of, and the education of the public relative to, the laws and programs of the Department of Corporations shall be supported...
California Corporations Code Section 25605
(a) The commissioner may publish any information filed with him or obtained by him, if, in the judgment of the commissioner, such action is in...
California Corporations Code Section 25606
(a) The Attorney General shall render to the commissioner opinions upon all questions of law, relating to the construction or interpretation of any law under...
California Corporations Code Section 25607
(a) Neither the commissioner nor any of the commissioner's assistants, clerks, or deputies shall be interested as a director, officer, shareholder, member (other than a...
California Corporations Code Section 25608
(a) The commissioner shall charge and collect the fees fixed in this section and Section 25608.1. All fees charged and collected under this section and...
California Corporations Code Section 25608.1
(a) The fee for an investment company filing a notice pursuant to subdivision (b) of Section 25100.1 is two hundred dollars ($200) plus one-fifth of...
California Corporations Code Section 25608.2
Commencing July 1, 2000, the fee provisions of subdivision (c) of Section 25608, as they apply to the fee for filing a notice pursuant to...
California Corporations Code Section 25608.3
(a) Notwithstanding Sections 25608 and 25608.1, the commissioner may set any fee under those sections at an amount below the maximum fee set forth in...
California Corporations Code Section 25609
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
California Corporations Code Section 25610
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are necessary to carry out the provisions of...
California Corporations Code Section 25611
The commissioner may prepare and make available to interested persons lists of persons whose securities are qualified for trading purposes in this state, are exempt...
California Corporations Code Section 25612
No rule, form or order may be made, amended, or rescinded unless the commissioner finds that the action is necessary or appropriate in the public...
California Corporations Code Section 25612.3
Unless otherwise provided by rule, the commissioner shall require the use of the following forms: (a) Form BD (Uniform Application for Broker-Dealer Registration) for a...
California Corporations Code Section 25612.5
(a) To encourage uniform interpretation and administration of this law and the Franchise Investment Law (Division 5 (commencing with Section 31000)) and effective securities and...
California Corporations Code Section 25613
The commissioner may by rule or order prescribe (1) the form and content of financial statements required under this law, (2) the circumstances under which...
California Corporations Code Section 25614
All rules of the commissioner (other than those relating solely to the internal administration of the Department of Corporations) shall be made, amended or rescinded...
California Corporations Code Section 25615
A document is filed when it is received by the commissioner; but no qualification of the sale of securities shall become effective until the appropriate...
California Corporations Code Section 25616
The commissioner shall keep an index of all qualifications which are or have ever been effective, all denial, suspension, or revocation orders which have been...
California Corporations Code Section 25617
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified under...
California Corporations Code Section 25618
The commissioner in his discretion may honor requests from interested persons for interpretive opinions.
California Corporations Code Section 25619
(a) The commissioner may destroy any applications, notices, orders, permits, and revoked or surrendered certificates, together with the files and folders, as useless or obsolete,...
California Corporations Code Section 25620
(a) Notwithstanding any other provision of law, the commissioner may by rule or order prescribe circumstances under which to accept electronic records or electronic signatures....
California Corporations Code Section 25700
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
California Corporations Code Section 25701
Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule...
California Corporations Code Section 25702
Whenever a person is entitled under this law to a hearing in accordance with the provisions of the Administrative Procedure Act, Chapter 5 (commencing with...
California Corporations Code Section 25703
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
California Corporations Code Section 25704
(a) Except as expressly provided in this section, prior law exclusively governs all suits, actions, prosecutions or proceedings which are pending or may be initiated...
California Corporations Code Section 25705
All references to "the Corporate Securities Law" in any code or statute of the State of California shall hereafter be deemed to be references to...
California Corporations Code Section 25706
(a) All effective permits, orders, and consents under the Real Estate Syndicate Act, all administrative orders relating to the Real Estate Syndicate Act, and all...
California Corporations Code Section 25707
(a) All permits and orders issued under Article 6 (commencing with Section 10237) of Chapter 3 of Part 1 of Division 4 of the Business...
California Corporations Code Section 27000
Unless the provision or the context otherwise indicates, and except as expressly otherwise provided in this chapter, words used in this division have the meanings...
California Corporations Code Section 27001
As used in this division "security" includes all of the things enumerated in Section 25019 and also includes shares, stock, and investment certificates as defined...
California Corporations Code Section 27002
(a) As used in this division, "individual" includes every natural person, domestic or foreign private corporation, nonprofit corporation, unincorporated association, company, partnership of whatever kind,...
California Corporations Code Section 27003
If any provision of this division, or the application thereof to any person or circumstance, is held invalid, the remainder of this division, or the...
California Corporations Code Section 27100
Any individual who, within this state, solicits, receives, collects, or solicits any subscription or contract to pay, any contributions, fees, funds, or compensation of any...
California Corporations Code Section 27101
It is unlawful for any individual, directly or indirectly, in connection with the solicitation, receipt, or collection of, or solicitation of any subscription or contract...
California Corporations Code Section 27200
Every individual who solicits, receives, collects, or contracts for the payment of, any contributions, fees, funds, or compensation of any kind, in violation of this...
California Corporations Code Section 27201
No action shall be maintained to enforce any liability created under Section 27200 unless brought before the expiration of two years after the violation upon...
California Corporations Code Section 27202
Every individual who willfully violates Section 27101 is guilty of a public offense punishable by a fine not exceeding two hundred fifty thousand dollars ($250,000),...
California Corporations Code Section 28000
This division shall be known and may be cited as the "Capital Access Company Law."
California Corporations Code Section 28001
This division shall be liberally construed to accomplish its purposes.
California Corporations Code Section 28002
The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4) shall apply to licensees.
California Corporations Code Section 28003
The Legislature finds all of the following: (a) It is necessary to increase job opportunities in the state. (b) Promoting the establishment, growth, and expansion...
California Corporations Code Section 28004
(a) The purpose of this division is to provide for the licensure and regulation of capital access companies that will provide risk capital and management...
California Corporations Code Section 28030
Subject to additional definitions contained in this division which are applicable to specific provisions of this division, and unless the context otherwise requires, the definitions...
California Corporations Code Section 28031
"Accredited investor" means a person who is defined in Section 2(a)(15) of the Securities Act of 1933, or any other person that the Securities and...
California Corporations Code Section 28032
"Affiliate" means any person or persons controlling, controlled by, or under common control with, other specified persons.
California Corporations Code Section 28033
"Commissioner" means the Commissioner of Corporations or his or her designee with respect to a particular matter.
California Corporations Code Section 28034
"Company" means a corporation, limited partnership, limited liability company, or other form of business entity, which is organized under the laws of the State of
California Corporations Code Section 28035
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a specified person.
California Corporations Code Section 28036
"Controlling person," when used with respect to a specified person, means any person who controls the specified person, directly or indirectly, through one or more
California Corporations Code Section 28037
"Insolvent," when used with respect to any person, means a person who has ceased to pay his or her debts in the ordinary course of...
California Corporations Code Section 28038
"License" means a license issued under this division authorizing a licensee to transact business as a capital access company.
California Corporations Code Section 28039
"Licensee" means a company that is licensed under this division.
California Corporations Code Section 28040
"Officer" means either of the following: (a) When used with respect to a corporation, any person appointed or designated as an officer of the corporation...
California Corporations Code Section 28041
"Order" means any approval, consent, authorization, exemption, denial, prohibition, or requirement applicable to a specific case issued by the commissioner. "Order" includes any condition of...
California Corporations Code Section 28042
"Parent," when used with respect to a specified person other than a natural person, means any person other than a natural person that controls the...
California Corporations Code Section 28043
"Person" means any natural person, proprietorship, joint venture, partnership, trust, business trust, syndicate, association, joint stock company, corporation, limited liability company, government, agency of any...
California Corporations Code Section 28044
"Principal security holder," means any person who owns, directly or indirectly, of record or beneficially, securities representing 10 percent or more of the voting power...
California Corporations Code Section 28045
"To provide financing assistance to a person" means to purchase securities issued by the person, either directly from the person, or indirectly through a securities
California Corporations Code Section 28046
"Security" has the meaning set forth in Section 25019.
California Corporations Code Section 28047
"Small business firm" means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its...
California Corporations Code Section 28047.1
"Smaller business firm" means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its...
California Corporations Code Section 28048
"Subsidiary," when used with respect to a specified person other than a natural person, means any person other than a natural person controlled by the...
California Corporations Code Section 28049
"Voting power" has the meaning set forth in Section 194.5.
California Corporations Code Section 28100
The commissioner shall administer and enforce the provisions of this division in a manner that facilitates the legislative purposes set forth in Section 28004, consistent...
California Corporations Code Section 28101
Whenever the commissioner issues an order or license under this division, the commissioner may impose any conditions that are in his or her opinion necessary...
California Corporations Code Section 28102
Any application filed with the commissioner under this division or under any regulation or order issued under this division shall be in a form, shall...
California Corporations Code Section 28103
In determining whether to approve any application filed under this division or under any regulation or order issued under this division, the commissioner may consider...
California Corporations Code Section 28104
(a) The commissioner may do both of the following: (1) Make public or private investigations within or outside this state that he or she deems...
California Corporations Code Section 28105
The commissioner may provide information relating to a licensee or any parent or subsidiary of the licensee to, or receive information relating to a licensee...
California Corporations Code Section 28106
If the commissioner permits any licensee, any affiliate of the licensee, or any governmental agency to inspect or make copies of any record relating to...
California Corporations Code Section 28107
The commissioner may refer any evidence available concerning any violation of this division or of any regulation or order issued under this division that constitutes...
California Corporations Code Section 28108
Before any applicant for a license is issued a license, the applicant and each parent and subsidiary of the applicant shall file, and each person...
California Corporations Code Section 28109
Whenever any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this division or by any regulation or order...
California Corporations Code Section 28110
(a) Fees shall be paid to, and collected by, the commissioner, as follows: (1) The fee for filing with the commissioner an application for a...
California Corporations Code Section 28111
(a) If a licensee becomes licensed as a small business investment company and is subject to regulation by the Small Business Administration under the federal...
California Corporations Code Section 28150
(a) Except as provided in subdivision (b), no person proposing to transact or transacting business in this state, other than a licensee, shall use any...
California Corporations Code Section 28151
No person other than a person who meets the definition of a licensee may be issued a license under this division.
California Corporations Code Section 28152
If the commissioner finds all of the following with respect to an application for a license, the commissioner shall approve the application: (a) That the...
California Corporations Code Section 28153
(a) For purposes of Section 28152, the commissioner may find: (1) That a director, officer, or controlling person of an applicant is not of good...
California Corporations Code Section 28154
Except pursuant to Section 28551, no license shall be transferable or assignable.
California Corporations Code Section 28155
No licensee shall represent that it is sponsored, recommended, or approved by, or that its abilities or qualifications have in any respect been passed upon...
California Corporations Code Section 28200
The organizational documents of the licensee shall include the following statement: (a) The activities of the licensee are limited to the promotion of economic, business,...
California Corporations Code Section 28201
No licensee shall, except by prior written notice to the commissioner, transact business under any name other than its corporate name.
California Corporations Code Section 28210
Each licensee shall have a board of directors, executive committee, or other policy body, which shall consist of not less than three members.
California Corporations Code Section 28211
The board of directors, executive committee, or other policy body of each licensee shall hold a meeting not less frequently than once each calendar year.
California Corporations Code Section 28212
The board of directors, executive committee, or other policy body of each licensee shall approve the contract to be entered into between the licensee and...
California Corporations Code Section 28320
(a) No licensee shall relocate its head office without prior written notice to the commissioner. (b) No licensee shall establish, relocate, or close any office...
California Corporations Code Section 28400
No licensee shall engage in any business other than the following: (a) The business of providing financing assistance through the purchase of securities of small...
California Corporations Code Section 28404
No licensee shall provide financing assistance to any small business firm for the purpose of evading the requirements of this division.
California Corporations Code Section 28405
This section creates and authorizes an exempt class of persons pursuant to Section 1 of Article XV of the California Constitution. The restrictions upon rates...
California Corporations Code Section 28500
Each licensee shall make and keep books, accounts, and other records in the form and in the manner that the commissioner may by regulation or...
California Corporations Code Section 28501
Each licensee shall, not more than 90 days after the close of each of its fiscal years or within a longer period that the commissioner...
California Corporations Code Section 28502
Each licensee, director, officer, and employee of a licensee, and each parent and subsidiary of a licensee shall file with the commissioner all reports that...
California Corporations Code Section 28503
(a) The commissioner shall examine each licensee not less frequently than once each calendar year. (b) (1) The commissioner may at any time examine any...
California Corporations Code Section 28504
(a) A licensee may, after the approval of the board of directors, executive committee, or other policy body of the licensee, cause or permit any...
California Corporations Code Section 28505
Subject to the provisions of Rules 250.10 and 250.10.5 of the Commissioner of Corporations (10 C.C.R. Secs. 250.10 and 250.10.5), the commissioner may make available...
California Corporations Code Section 28550
No person shall, except with the prior written approval of the commissioner, acquire control of a licensee.
California Corporations Code Section 28551
The commissioner shall approve an application for approval to acquire control of a licensee only if, after notice and a hearing, the commissioner finds all...
California Corporations Code Section 28552
(a) For purposes of Section 28551, the commissioner may find: (1) That an applicant or a director or officer of an applicant is not of...
California Corporations Code Section 28600
For purposes of this chapter: (a) "Acquiring licensee" means either of the following: (1) In the case of a merger, the licensee that is the...
California Corporations Code Section 28601
No licensee shall merge with any other company unless either of the following apply: (a) If the licensee is to be the surviving company, the...
California Corporations Code Section 28602
No licensee shall purchase all or substantially all of the business of any other person unless the purchase is first approved by the commissioner.
California Corporations Code Section 28603
No licensee shall sell all or substantially all of its business to any other person unless the other person is a licensee and the sale...
California Corporations Code Section 28604
The commissioner shall approve an application for approval of a merger, purchase, or sale, only if, after notice and a hearing, the commissioner finds all...
California Corporations Code Section 28650
Any licensee may offer to surrender its license by filing with the commissioner the license and a report, which shall (a) be in a form,...
California Corporations Code Section 28651
(a) Except as otherwise provided in subdivision (b), a voluntary surrender of a license shall be effective upon the issuance of an order by the...
California Corporations Code Section 28700
For purposes of this chapter, unless the context otherwise requires: (a) "Office with a licensee" means the position of director, officer, or employee of the...
California Corporations Code Section 28701
Whenever it appears to the commissioner that any person has violated, or that there is reasonable cause to believe that any person may violate, any...
California Corporations Code Section 28702
(a) If the commissioner finds that any person has violated, or that there is reasonable cause to believe that any person may violate, Section 28150,...
California Corporations Code Section 28703
The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if, after notice and a hearing, the commissioner...
California Corporations Code Section 28704
(a) The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if the commissioner finds both of the...
California Corporations Code Section 28705
The commissioner may issue an order removing a subject person from that person's office with the licensee, if any, and prohibiting that person from further...
California Corporations Code Section 28706
The commissioner may issue an order removing a subject person from his or her office, if any, with the licensee and prohibiting him or her...
California Corporations Code Section 28707
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or...
California Corporations Code Section 28708
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or...
California Corporations Code Section 28709
Any person to whom an order is issued under Section 28705, 28706, 28707, or 28708 may apply to the commissioner to modify or rescind the...
California Corporations Code Section 28710
The commissioner may issue an order suspending or revoking the license of a licensee, if, after notice and a hearing, the commissioner finds any of...
California Corporations Code Section 28711
(a) If the commissioner finds that any of the factors set forth in Section 28710 is true with respect to any licensee and that it...
California Corporations Code Section 28712
Any person whose license is suspended or revoked shall immediately deliver the license to the commissioner.
California Corporations Code Section 28713
Any person to whom an order is issued under Section 28709 or 28710 may apply to the commissioner to modify or rescind the order. The...
California Corporations Code Section 28714
(a) If the commissioner finds that any of the factors set forth in Section 28709 is true with respect to any licensee and that it...
California Corporations Code Section 28715
Sections 11041, 11042, and 11043 of the Government Code do not apply to the Commissioner of Corporations.
California Corporations Code Section 28716
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
California Corporations Code Section 28800
It shall be unlawful for any person willfully to make any untrue statement of a material fact in any application, report, or other document filed...
California Corporations Code Section 28801
It shall be unlawful for any person having custody of any of the books, accounts, or other records of a licensee willfully to refuse to...
California Corporations Code Section 28802
It shall be unlawful for any person, with intent to deceive any director, officer, employee, auditor, or attorney of a licensee, the commissioner or any...
California Corporations Code Section 28820
In this article, unless the context otherwise requires: (a) (1) "Associate," when used with respect to a licensee, means all of the following: (A) Any...
California Corporations Code Section 28821
(a) A licensee shall not provide financial or managerial assistance to, or for the benefit of, any person to the detriment of a small business...
California Corporations Code Section 28880
Any person who willfully violates any provision under this chapter shall upon conviction be fined not more than two hundred fifty thousand dollars ($250,000) or...
California Corporations Code Section 28881
Nothing in this division limits the power of the state to punish any person for any act which constitutes a crime under any statute.
California Corporations Code Section 28900
If, after notice and a hearing, the commissioner finds that any person has violated any provision of this division or of any regulation or order...
California Corporations Code Section 28901
The provisions of Section 28900 are additional to, and not alternative to, other provisions of this division which authorize the commissioner to issue orders or...
California Corporations Code Section 28950
No provision of this division imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
California Corporations Code Section 28951
(a) The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that are necessary to carry out this law,...
California Corporations Code Section 28952
The commissioner may honor requests from interested persons for interpretive opinions.
California Corporations Code Section 28953
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
California Corporations Code Section 28954
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
California Corporations Code Section 28955
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the commissioner under the Corporate Securities Law of 1968 (Part...
California Corporations Code Section 28956
If any provision of this division , or the application thereof to any person or circumstance, is held invalid, the invalidity shall not affect other...
California Corporations Code Section 28957
Neither the commissioner nor any employee of the commissioner shall use any information which is filed with or obtained by the commissioner which is not...
California Corporations Code Section 28958
(a) The program established by this division shall be supported from funds appropriated by the Legislature from the State Corporations Fund. (b) The funds appropriated...
California Corporations Code Section 29000
Unless the provision or the context otherwise requires, the definitions set forth in this chapter govern the construction of this division.
California Corporations Code Section 29001
"Person" means an individual, partnership, corporation, limited liability company, or association, either domestic or foreign, whether acting in his or her own right or as...
California Corporations Code Section 29002
(a) "Trustee" means a person executing a trust, as defined in this section. (b) "Trust" means any voluntary trust expressly created by or declared in...
California Corporations Code Section 29003
"Contract" includes any agreement, trade, or transaction.
California Corporations Code Section 29004
"Securities" means all shares in any corporation or association or of trustees, bonds, coupons, scrip, rights, choses in action, and other evidences of debt or...
California Corporations Code Section 29005
"Commodities" means anything movable that is bought and sold.
California Corporations Code Section 29006
"Bucket shop" means any room, office, store, building, or other place where any bucketing or bucket shopping contract is made or offered to be made.
California Corporations Code Section 29007
"Keeper" means any person owning, keeping, managing, operating, or promoting a bucket shop, or assisting to keep, manage, operate, or promote a bucket shop.
California Corporations Code Section 29008
"Bucketing" or "bucket shopping" means any of the following: (a) Making or offering to make any contract respecting the purchase or sale of any securities...
California Corporations Code Section 29100
Any person who makes or offers to make any contract constituting bucketing under Section 29008, or who makes any sale constituting bucketing under Section 29008,...
California Corporations Code Section 29101
Any person who communicates, receives, exhibits, or displays in any manner any statement of quotations of prices of any securities or commodities, with an intent...
California Corporations Code Section 29102
The felonies specified in this chapter are punishable, for each offense, if the offender is a corporation, by a fine of not less than one...
California Corporations Code Section 29103
The prosecution, conviction, and punishment of a corporation under any provision of this chapter shall not be deemed to be a prosecution, conviction, or punishment...
California Corporations Code Section 29104
All contracts for the purchase or sale of shares of the capital stock of any corporation or association without any intention on the part of...
California Corporations Code Section 29105
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
California Corporations Code Section 29200
Every person doing business as a broker or making contracts as a broker or agent for the purchase or sale of any securities or commodities...
California Corporations Code Section 29201
Every person shall, upon written demand therefor, furnish to any customer or principal for whom he has executed any order for the actual purchase or...
California Corporations Code Section 29500
This division shall be known and may be cited as the "California Commodity Law of 1990." References herein to "this law" refer to the applicable...
California Corporations Code Section 29501
"Board of trade" means any person or group of persons engaged in buying or selling any commodity or receiving the same for sale on consignment,...
California Corporations Code Section 29502
"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...
California Corporations Code Section 29503
"Commissioner" means the Commissioner of Corporations.
California Corporations Code Section 29504
"Commodity" means, except as otherwise specified by the commissioner by rule or order, any agricultural, grain, or livestock product or byproduct, any metal or mineral...
California Corporations Code Section 29505
(a) "Commodity contract" means any account, agreement, or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or...
California Corporations Code Section 29506
"Commodity Exchange Act" means the federal statute so named, as amended before or after January 1, 1991.
California Corporations Code Section 29507
"Commodity Futures Trading Commission" means the independent regulatory agency established by Congress to administer the Commodity Exchange Act.
California Corporations Code Section 29508
"CFTC Rule" means any rule, regulation, or order of the Commodity Futures Trading Commission in effect on January 1, 1991, and all subsequent amendments, additions,...
California Corporations Code Section 29509
"Commodity merchant" means any of the following, as defined or described in the Commodity Exchange Act or by CFTC Rule: (a) Futures commission merchant. (b)...
California Corporations Code Section 29510
"Commodity option" means any account, agreement, or contract giving a party thereto the right but not the obligation to purchase or sell one or more...
California Corporations Code Section 29511
"Financial institution" means (a) a national bank or a bank or trust company incorporated under the laws of this state, (b) a federal savings and...
California Corporations Code Section 29512
"Good funds" means the verified receipt of immediately available funds according to the applicable requirements of federal Regulation CC.
California Corporations Code Section 29513
"Offer" includes every offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option.
California Corporations Code Section 29514
"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, an unincorporated organization, a government,...
California Corporations Code Section 29515
"Precious metal" means the following in either coin, bullion, or other form: (a) Silver. (b) Gold. (c) Platinum. (d) Palladium. (e) Copper. (f) Other items...
California Corporations Code Section 29515.5
"Purchase price" means all funds paid by or on behalf of a purchaser to a seller of a commodity contract or a commodity option (or...
California Corporations Code Section 29516
"Sale" or "sell" includes every sale, contract of sale, contract to sell, or disposition, for value.
California Corporations Code Section 29520
Except as otherwise provided in Section 29530, 29531, or 29532, no person shall sell or purchase or offer to sell or purchase any commodity under...
California Corporations Code Section 29530
(a) The prohibitions in Section 29520 shall not apply to any transaction offered by and in which any of the following persons (or any employee,...
California Corporations Code Section 29531
The prohibitions in Section 29520 shall not apply to the following: (a) An account, agreement, or transaction within the exclusive regulatory jurisdiction of the Commodity...
California Corporations Code Section 29532
The commissioner may by rule or order prescribe the terms and conditions of all transactions and contracts covered by this law and exempt any person...
California Corporations Code Section 29535
(a) No person shall engage in a trade or business or otherwise act as a commodity merchant unless the person (1) is registered or temporarily...
California Corporations Code Section 29536
It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of, the offer to sell, the offer to purchase,...
California Corporations Code Section 29537
(a) Sections 29520, 29535, and 29536 apply to persons who sell or offer to sell when either of the following occur: (1) An offer to...
California Corporations Code Section 29538
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
California Corporations Code Section 29540
(a) Whenever it appears to the commissioner that any person has engaged, or is about to engage, in any act or practice constituting a violation...
California Corporations Code Section 29541
(a) The commissioner in his or her discretion (1) may make public or private investigations within or outside of this state that the commissioner deems...
California Corporations Code Section 29542
(a) If, in the opinion of the commissioner, any person is engaging in any activity in violation of any provision of this law, or rule...
California Corporations Code Section 29543
The commissioner may refer the evidence that is available concerning any violation of this law, or of any rule or order under this law, to...
California Corporations Code Section 29544
(a) Any person who willfully violates any provision of this law, or who willfully violates any rule or order under this law, shall be liable...
California Corporations Code Section 29545
(a) The commissioner may take actions that are authorized by Section 9a of Title 7 of the United States Code (Section 6d of the federal...
California Corporations Code Section 29546
The commissioner in his or her discretion may honor requests from interested parties for interpretive opinions.
California Corporations Code Section 29550
(a) Except as provided in subdivision (b), any person who willfully violates any provision of this law, or who willfully violates any rule or order...
California Corporations Code Section 29551
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 29552
Any person who materially assists in any violation of this law, or any rule or order of the commissioner under this law, is jointly and...
California Corporations Code Section 29553
No action shall be maintained to enforce any liability under Section 29552 unless brought before the expiration of four years after the act or transaction...
California Corporations Code Section 29554
Every cause of action under this law survives the death of any person who might have been a plaintiff or defendant.
California Corporations Code Section 29555
Except as explicitly provided in this law, no civil liability in favor of any private party shall arise against any person by implication from, or...
California Corporations Code Section 29560
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
California Corporations Code Section 29561
The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that are necessary to carry out this law, and...
California Corporations Code Section 29562
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
California Corporations Code Section 29563
Every final order, decision, certificate, registration, or other official act of the commissioner is subject to judicial review in accordance with law.
California Corporations Code Section 29564
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the commissioner under the Corporate Securities Law of 1968 (Part...
California Corporations Code Section 29565
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
California Corporations Code Section 29566
Neither the commissioner nor any employee of the commissioner shall use any information which is filed with or obtained by the commissioner which is not...
California Corporations Code Section 29567
(a) The program established by this division shall be supported from funds appropriated by the Legislature from the State Corporations Fund. (b) The funds appropriated...
California Corporations Code Section 31000
This division may be known as the "Franchise Investment Law." References in this division to "this law" refer to the applicable provisions of this division.
California Corporations Code Section 31001
The Legislature hereby finds and declares that the widespread sale of franchises is a relatively new form of business which has created numerous problems both...
California Corporations Code Section 31001.1
(a) To enhance the uniform and efficient administration, and the effective enforcement, of this division, it is the intent of the Legislature that the commissioner...
California Corporations Code Section 31002
Unless the context otherwise requires, the definitions in this part apply throughout this division.
California Corporations Code Section 31003
"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,...
California Corporations Code Section 31003.5
"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...
California Corporations Code Section 31004
"Commissioner" means the Commissioner of Corporations.
California Corporations Code Section 31005
(a) "Franchise" means a contract or agreement, either expressed or implied, whether oral or written, between two or more persons by which: (1) A franchisee...
California Corporations Code Section 31005.5
For the purposes of this division and in respect only to a franchise as defined in subdivision (b) of Section 31005, the following terms shall...
California Corporations Code Section 31006
A "franchisee" is a person to whom a franchise is granted.
California Corporations Code Section 31007
A "franchisor" is a person who grants a franchise.
California Corporations Code Section 31008
"Area franchise" means any franchise between a franchisor and a franchisee whereby the franchisee is granted the right to operate more than one unit within...
California Corporations Code Section 31008.5
"Subfranchise" means any contract or agreement between a franchisor and a subfranchisor whereby the subfranchisor is granted the right, for consideration given in whole or...
California Corporations Code Section 31009
A "subfranchisor" is a person to whom a subfranchise is granted.
California Corporations Code Section 31010
Where used in this law, unless specifically stated otherwise, "franchise" includes "area franchise" and "subfranchise."
California Corporations Code Section 31011
"Franchise fee" means any fee or charge that a franchisee or subfranchisor is required to pay or agrees to pay for the right to enter...
California Corporations Code Section 31012
"Fraud" and "deceit" are not limited to common law fraud or deceit.
California Corporations Code Section 31013
(a) An offer or sale of a franchise is made in this state when an offer to sell is made in this state, or an...
California Corporations Code Section 31014
"Order" means a consent, authorization, approval, prohibition or requirement applicable to a specific case issued by the commissioner.
California Corporations Code Section 31015
"Person" means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust or an...
California Corporations Code Section 31016
"Publish" means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public.
California Corporations Code Section 31017
"Rule" means any published regulation or standard of general application issued by the commissioner.
California Corporations Code Section 31018
(a) "Sale" or "sell" includes every contract or agreement of sale of, a contract to sell, or disposition of, a franchise or interest in a...
California Corporations Code Section 31019
"State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico.
California Corporations Code Section 31100
There shall be exempted from any or all of the provisions of Chapter 2 (commencing with Section 31110) any other transaction which the commissioner by...
California Corporations Code Section 31101
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part the offer and sale of a franchise if...
California Corporations Code Section 31102
The offer or sale of a franchise by a franchisee for his own account or the offer or sale of the entire area franchise owned...
California Corporations Code Section 31103
This division shall not be applicable to any transaction relating to a bank credit card plan. "Bank credit card plan" means a credit card plan...
California Corporations Code Section 31104
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part the offer and sale of a franchise if...
California Corporations Code Section 31105
Any offer, sale, or other transfer of a franchise, or any interest in a franchise, to a resident of another state or any territory or...
California Corporations Code Section 31106
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part, any offer, sale, or other transfer of a...
California Corporations Code Section 31107
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part, any offer (but not the sale) by a...
California Corporations Code Section 31108
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110), any offer or sale of a franchise if the franchise involves...
California Corporations Code Section 31109
Any offer or sale of a franchise that meets all of the following requirements shall be exempt from Chapter 2 (commencing with Section 31110): (a)...
California Corporations Code Section 31109.1
(a) There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) the offer and sale of a franchise registered under Section...
California Corporations Code Section 31110
On and after April 15, 1971, it shall be unlawful for any person to offer or sell any franchise in this state unless the offer...
California Corporations Code Section 31111
(a) The application for registration of an offer shall be filed with the commissioner upon the Uniform Franchise Registration Application, as identified, modified, and supplemented...
California Corporations Code Section 31112
Any application or amendment under this law shall be signed and verified by the franchisor or by the subfranchisor. Such verification shall be in the...
California Corporations Code Section 31113
If the commissioner finds that it is necessary and appropriate for the protection of prospective franchisees or subfranchisors because the applicant has failed to demonstrate...
California Corporations Code Section 31114
The application for registration shall be accompanied by a proposed offering circular, which shall contain the material information set forth in the application for registration,...
California Corporations Code Section 31115
The commissioner may summarily issue a stop order denying the effectiveness of or suspending or revoking effectiveness of any registration if the commissioner finds: (a)...
California Corporations Code Section 31116
(a) Except as provided in subdivision (b), if no stop order under Section 31115 is in effect under this law, registration of the offer of...
California Corporations Code Section 31117
Upon the entry of a stop order under Section 31115 the commissioner shall promptly notify the applicant that it has been entered and of the...
California Corporations Code Section 31118
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is...
California Corporations Code Section 31119
(a) It is unlawful to sell any franchise in this state that is subject to registration under this law without first providing to the prospective...
California Corporations Code Section 31120
A franchise offering shall be deemed duly registered for a period of one year from the effective date of the registration, unless the commissioner by...
California Corporations Code Section 31121
The registration may be renewed for additional periods of one year each, unless the commissioner by rule or order specifies a different period, by submitting...
California Corporations Code Section 31122
The registration renewal statement shall be in the form and content prescribed by the commissioner, and shall be accompanied by a proposed offering prospectus. Each...
California Corporations Code Section 31123
A franchisor shall promptly notify the commissioner in writing, by an application to amend the registration, of any material change in the information contained in...
California Corporations Code Section 31124
An amendment to an application filed after the effective date of the registration of the sale of franchises, if such amendment is approved by the...
California Corporations Code Section 31125
(a) An application for registration of a material modification of an existing franchise or of existing franchises shall be in a form and contain information...
California Corporations Code Section 31150
Every franchisor or subfranchisor offering franchises for sale in this state shall at all times keep and maintain a complete set of books, records, and...
California Corporations Code Section 31151
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an...
California Corporations Code Section 31152
Any document filed under this law or under the Corporate Securities Law of 1968 or a predecessor statute thereto may be incorporated by reference in...
California Corporations Code Section 31153
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
California Corporations Code Section 31154
(a) Neither (1) the fact that an application for registration under this law has been filed, nor (2) the fact that such registration has become...
California Corporations Code Section 31155
Every applicant for registration of an offer to sell franchises under this law, by other than a California corporation, California limited partnership, or California limited...
California Corporations Code Section 31156
No person shall publish in this state any advertisement offering a franchise subject to the registration requirements of this law unless a true copy of...
California Corporations Code Section 31157
No person shall publish any advertisement concerning any franchise in this state after the commissioner finds that the advertisement contains any statement that is false...
California Corporations Code Section 31200
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice or report filed with the...
California Corporations Code Section 31201
It is unlawful for any person to offer or sell a franchise in this state by means of any written or oral communication not enumerated...
California Corporations Code Section 31202
It is unlawful for any person willfully to make any untrue statement of a material fact in any statement required to be disclosed in writing...
California Corporations Code Section 31203
It is unlawful for any person to violate any order of the commissioner or condition to the effectiveness of the registration of the offer or...
California Corporations Code Section 31204
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
California Corporations Code Section 31210
It is unlawful for any person to effect or attempt to effect a sale of a franchise in this state, except in transactions exempted under...
California Corporations Code Section 31211
If in the opinion of the commissioner any person is acting in violation of Section 31210, the commissioner may order such person to desist and...
California Corporations Code Section 31220
It shall be a violation of this division for any franchisor, directly or indirectly, through any officer, agent or employee, to restrict or inhibit the...
California Corporations Code Section 31300
Any person who offers or sells a franchise in violation of Section 31101, 31110, 31119, 31200, or 31202, or in violation of any provision of...
California Corporations Code Section 31301
Any person who violates Section 31201 shall be liable to any person (not knowing or having cause to believe that such statement was false or...
California Corporations Code Section 31302
Every person who directly or indirectly controls a person liable under Section 31300 or 31301, every partner in a firm so liable, every principal executive...
California Corporations Code Section 31302.5
(a) Any person who violates Section 31220 may be sued in the superior court in the county in which the defendant resides or where a...
California Corporations Code Section 31303
No action shall be maintained to enforce any liability created under Section 31300 unless brought before the expiration of four years after the act or...
California Corporations Code Section 31304
No action shall be maintained to enforce any liability created under Section 31301 unless brought before the expiration of two years after the violation upon...
California Corporations Code Section 31305
Every cause of action under this chapter survives the death of any person who might have been a plaintiff or defendant.
California Corporations Code Section 31306
Except as explicitly provided in this chapter, no civil liability in favor of any private party shall arise against any person by implication from or...
California Corporations Code Section 31400
(a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation...
California Corporations Code Section 31400.1
In any proceeding under Section 31400, the court may prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine,...
California Corporations Code Section 31401
(a) The commissioner may in his discretion (1) make such public or private investigations within or outside of this state as he deems necessary to...
California Corporations Code Section 31402
If, in the opinion of the commissioner, the offer of any franchise is subject to registration under this law and it is being, or it...
California Corporations Code Section 31403
If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this law is being or has been offered for...
California Corporations Code Section 31404
The commissioner may refer evidence that is available concerning any violation of this law or of any rule or order hereunder to the district attorney...
California Corporations Code Section 31405
(a) Any person who violates any provision of this law, or who violates any rule or order made under this law, shall be liable for...
California Corporations Code Section 31406
(a) If, upon inspection or investigation, based upon a complaint or otherwise, the commissioner has cause to believe that a person is violating any provision...
California Corporations Code Section 31407
(a) If, after examination or investigation, the commissioner has reasonable grounds to believe that any person is conducting business in violation of any provision of...
California Corporations Code Section 31408
(a) If the commissioner determines it is in the public interest, the commissioner may include in any administrative action brought under this division, including a...
California Corporations Code Section 31410
Any person who willfully violates any provision of this law, or who willfully violates any rule or order under this law, shall upon conviction be...
California Corporations Code Section 31411
Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud in connection with the offer or sale of any franchise...
California Corporations Code Section 31412
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
California Corporations Code Section 31420
When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this law or any rule or order hereunder,...
California Corporations Code Section 31500
(a) The commissioner shall charge and collect the fees fixed by this section. All fees and charges collected under this section shall be transmitted to...
California Corporations Code Section 31501
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
California Corporations Code Section 31502
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are necessary to carry out the provisions of...
California Corporations Code Section 31503
All rules of the commissioner, other than those relating solely to the internal administration of the Department of Corporations, shall be made, amended or rescinded...
California Corporations Code Section 31504
(a) All applications, reports and other papers and documents filed with the commissioner under this law shall be open to public inspection, except that the...
California Corporations Code Section 31505
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified under...
California Corporations Code Section 31506
(a) The commissioner may destroy any applications or orders, together with the files and folders, as useless or obsolete, four years after the date of...
California Corporations Code Section 31510
The commissioner in his discretion may honor requests from interested persons for interpretive opinions.
California Corporations Code Section 31511
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, order,...
California Corporations Code Section 31512
Any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this law or any rule...
California Corporations Code Section 31513
Whenever a person is entitled under this law to a hearing in accordance with the provisions of Chapter 5 (commencing with Section 11500) of Part...
California Corporations Code Section 31514
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
California Corporations Code Section 31515
Prior law exclusively governs all suits, actions, prosecutions or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring...
California Corporations Code Section 31516
Nothing in this law is intended to preclude the applicability of the Real Estate Law, Part 1 (commencing with Section 10000), Division 4 of the...
California Corporations Code Section 35000
This title may be cited as the Subversive Organization Registration Law.
California Corporations Code Section 35001
This title is enacted in the exercise of the police power of this State for the protection of the public peace and safety by requiring...
California Corporations Code Section 35002
As used in this title, "subversive organization" means every corporation, association, society, camp, group, bund, political party, assembly, and every body or organization composed of...
California Corporations Code Section 35003
An organization is "subject to foreign control" if it comes within either of the following descriptions: (a) It solicits or accepts financial contributions, loans, or...
California Corporations Code Section 35004
"Subversive organization" does not include any labor union or religious, fraternal, or patriotic organization, society, or association whose objectives and aims do not contemplate the...
California Corporations Code Section 35005
This title imposes additional requirements upon corporations, associations, or organizations which are subversive organizations. Neither the fact that such a corporation, association, or organization was...
California Corporations Code Section 35006
The Secretary of State may adopt and promulgate such rules and regulations as may be necessary to carry out the provisions of this title, and...
California Corporations Code Section 35007
If any provision of this title, or the application thereof to any person, corporation, association, organization, or circumstances, is for any reason held invalid, ineffective,...
California Corporations Code Section 35100
Every subversive organization in existence on September 13, 1941, shall within 30 days after that date, and every subversive organization thereafter organized shall within 10...
California Corporations Code Section 35101
Every subversive organization shall within 10 days after any revision or amendment of, or other change with respect to, its charter, articles of association, constitution,...
California Corporations Code Section 35102
Every subversive organization shall within 10 days after a change has been made in its officers, or in its aims, purposes, activities, property holdings, or...
California Corporations Code Section 35103
Every subversive organization shall at least once in each period of six months file with the Secretary of State a statement subscribed under oath by...
California Corporations Code Section 35104
Every subversive organization shall within 10 days after the adoption thereof file with the Secretary of State, on such form and in such detail as...
California Corporations Code Section 35105
All statements or documents filed with the Secretary of State under this title are public records and shall be open to public examination and inspection...
California Corporations Code Section 35200
Any subversive organization shall not send, deliver, mail, or transmit, or suffer or permit to be sent, delivered, mailed, or transmitted, to any person in...
California Corporations Code Section 35300
Any subversive organization which violates any provision of this title is guilty of a felony punishable by fine of not less than one thousand dollars...
California Corporations Code Section 35301
Any officer or member of the board of directors, board of trustees, executive committee, or other similar governing body of a subversive organization who violates...
California Corporations Code Section 35302
Any person who becomes or remains a member of any subversive organization, or attends a meeting thereof, with knowledge that the organization has failed to...
California Corporations Code Section 100000
The following acts and sections are repealed: GENERAL LAWS Year: Ch: Page Year: Ch: Page Year: Ch: Page Secs. 1-32, 1858 :298:264 1865- 6:478:620 incl....
California Corporations Code Section 100001
The following acts and sections are repealed: GENERAL LAWS Year:Ch:Page Year:Ch:Page Year: Ch: Page 1871-2:566:826 1877-8:450:695 1915:190: 422 1873-4:216:320 1877-8:561:883 1931:862:1762 Secs. 1, 2, 3,...
California Corporations Code Section 100002
The following acts and code sections are repealed: GENERAL LAWS Yea Ch: Page r 186 129 123 9- 70 CIVIL CODE Sections Sections Sections 2395...
California Corporations Code Section 100003
The following acts and code sections are repealed: GENERAL LAWS Year: Ch: Page 1911 :572 :1093 1933 :409 :1037 1933 :869 :2249 1945 :144 :...
California Corporations Code Section 100004
Chapter 183 of the Statutes of 1941 is repealed.
California Corporations Code Section 100005
The Corporate Securities Act (Chapter 532 of the Statutes of 1917) is repealed.
California Corporations Code Section 100006
Chapter 784 of the Statutes of 1937 is repealed.
California Corporations Code Section 100007
Chapter 1035 of the Statutes of 1945 is repealed.
California Corporations Code Section 100008
Chapter 226 of the Statutes of 1923 is repealed.

Last modified: February 13, 2012

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