Court Opinions

State Laws

US Code

US Constitution

California Corporations Code

Legal Research Home > California Lawyer > Corporations Code > California Corporations Code

• 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  All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are...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 which...
• 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, 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 whose articles contain, in addition to the provisions required by Section 202, a provision that all of the corporation's...
• 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 Section 503, "cumulative dividends in arrears" means only cumulative dividends that have not been paid as required on a scheduled payment date...
• 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 171.1
  "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 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 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
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) except as follows: (a) The distribution may...
• 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 502
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) on any shares of its stock of...
• California Corporations Code Section 503
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) on any shares of its stock of...
• California Corporations Code Section 503.1
  The provisions of Sections 500, 501, 502 and 503 shall not apply to a purchase or redemption of shares of a deceased shareholder from the...
• California Corporations Code Section 503.2
  The provisions of Sections 500, 501, 502, and 503 shall not apply to the purchase or redemption of shares of a disabled shareholder from the...
• 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 507
  Each dividend other than one chargeable to retained earnings shall be identified in a notice to shareholders as being made from a source other than...
• 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, and (2) payment or...
• 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 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 or arrangement proceeding...
• 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, annually during the applicable filing period, on a form...
• 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 mail 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...
• 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 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.
• 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.
• 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 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
  "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 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 (other than...
• 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 such 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 chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
• 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 mail 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 chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
• 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) of this section, any or all directors may be removed without cause if: (1) In a corporation with...
• 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 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 mail 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 chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
• 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
  In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation's investments, the board shall meet the standards set forth in Section 9241.
• 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 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 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 children or animals, or both, may be formed under the Nonprofit Public Benefit Corporation Law, Part 2 (commencing...
• California Corporations Code Section 10401
  All articles of incorporation of such corporations filed with the Secretary of State shall be endorsed by the Department of Justice or by a judge...
• California Corporations Code Section 10402
  The endorsement of a judge of the superior court shall not be granted, however, unless the endorsement of the Department of Justice has been first...
• 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 any member or officer thereof, may prefer a complaint against any person, before any court or magistrate having jurisdiction, for the...
• 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 children or animals, whether formed prior to or after May 20, 1905, but...
• 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 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 chairman 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 (other than...
• 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 chairman 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 chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
• 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 mail 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 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
  Any corporation organized for or engaged in the business of selling, distributing, supplying or delivering water for irrigation purposes may provide, and any corporation organized...
• 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 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 children or animals, but do not extend or apply...
• California Corporations Code Section 14501
  Every society, incorporated and organized for the prevention of cruelty to animals, or for the prevention of cruelty to children, may, in each city, or...
• 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 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 15501
  A limited partnership is a partnership formed by two or more persons under the provisions of Section 15502, having as members one or more general...
• California Corporations Code Section 15502
  (1) Two or more persons desiring to form a limited partnership shall (a) Sign and acknowledge a certificate, which shall state I. The name of...
• California Corporations Code Section 15503
  A limited partnership may carry on any business which a partnership without limited partners may carry on, except banking and insurance.
• California Corporations Code Section 15504
  The contribution of a limited partner may be cash or other property, but not services.
• California Corporations Code Section 15505
  (1) The surname of a limited partner shall not appear in the partnership name, unless (a) It is also the surname of a general partner,...
• California Corporations Code Section 15506
  If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who...
• California Corporations Code Section 15507
  (a) A limited partner shall not become liable as a general partner unless, in addition to the exercise of his rights and powers as a...
• California Corporations Code Section 15508
  After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the...
• California Corporations Code Section 15509
  (1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a...
• California Corporations Code Section 15510
  (1) A limited partner shall have the same rights as a general partner to (a) Have the partnership books kept at the principal place of...
• California Corporations Code Section 15511
  A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that he has become a limited...
• California Corporations Code Section 15512
  (1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is...
• California Corporations Code Section 15513
  (a) A limited partner also may lend money to and transact other business with the partnership, and, unless he is also a general partner, receive...
• California Corporations Code Section 15514
  Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited...
• California Corporations Code Section 15515
  A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate;...
• California Corporations Code Section 15516
  (1) A limited partner shall not receive from a general partner or out of partnership property any part of his contribution until (a) All liabilities...
• California Corporations Code Section 15517
  (1) A limited partner is liable to the partnership (a) For the difference between his contribution as actually made and that stated in the certificate...
• California Corporations Code Section 15518
  A limited partner's interest in the partnership is personal property.
• California Corporations Code Section 15519
  (1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who...
• California Corporations Code Section 15520
  As to a partnership not governed by Section 15520.5 the following provisions shall apply: The retirement, death, insanity, removal or failure of reelection of a...
• California Corporations Code Section 15520.5
  If the partnership is formed on or after November 1, 1973, or if the partnership is formed prior to that date and amends its certificate...
• California Corporations Code Section 15521
  (1) On the death of a limited partner his executor or administrator shall have all the rights of a limited partner for the purpose of...
• California Corporations Code Section 15522
  (1) On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the...
• California Corporations Code Section 15523
  (1) In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (a) Those to creditors, in...
• California Corporations Code Section 15524
  (1) The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended...
• California Corporations Code Section 15525
  (1) The writing to amend a certificate shall (a) Conform to the requirements of paragraph (a) of subdivision (1) of Section 15502 as far as...
• California Corporations Code Section 15525.5
  Notwithstanding the provisions of paragraph (b) of subdivision (1) of Section 15525, if the partnership certificate permits, the writing to amend the certificate may be...
• California Corporations Code Section 15526
  A contributor, unless he is a general partner, is not a proper party to proceedings by or against a partnership, except where the object is...
• California Corporations Code Section 15527
  This chapter may be cited as The Uniform Limited Partnership Act.
• California Corporations Code Section 15528
  (1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this act. (2) This...
• California Corporations Code Section 15529
  In any case not provided for in this act the rules of law and equity, including the law merchant, shall govern.
• California Corporations Code Section 15530
  (1) A limited partnership formed under any statute of this State prior to the adoption of this act, may become a limited partnership under this...
• California Corporations Code Section 15531
  Every member of a special or limited partnership who commits any fraud in the affairs of the partnership is guilty of a misdemeanor.
• California Corporations Code Section 15532
  (a) The Attorney General, upon complaint that a partnership is failing to comply with the provisions of subdivision (a) or (b) of Section 15510, or...
• California Corporations Code Section 15533
  This chapter shall be of no force and effect except as provided by Article 11 (commencing with Section 15710) or Article 12 (commencing with Section...
• California Corporations Code Section 15534
  This chapter shall become inoperative and be repealed on January 1, 2010, unless a later enacted statute, which becomes effective on or before January 1,...
• California Corporations Code Section 15611
  As used in this chapter, unless the context otherwise requires: (a) "Acknowledged" means that an instrument is either of the following: (1) Formally acknowledged as...
• California Corporations Code Section 15612
  The name of each limited partnership as set forth in its certificate of limited partnership: (a) Shall contain the words "limited partnership" or the abbreviation...
• California Corporations Code Section 15613
  Any applicant may, upon payment of the fee prescribed therefor in the Government Code, obtain from the Secretary of State a certificate of reservation of...
• California Corporations Code Section 15614
  Each limited partnership shall continuously maintain in this state each of the following: (a) An office at which shall be kept the records required by...
• California Corporations Code Section 15615
  Each limited partnership shall keep at the office referred to in subdivision (a) of Section 15614 all of the following: (a) A current list of...
• California Corporations Code Section 15616
  A limited partnership may carry on any business that a partnership without limited partners may carry on except the banking, insurance or trust company business.
• California Corporations Code Section 15617
  A partner may lend money to and transact other business with the limited partnership and, subject to other applicable law, has the same rights and...
• California Corporations Code Section 15618
  The effect of the provisions of this chapter may be varied as among the partners by the partnership agreement, except to the extent expressly provided...
• California Corporations Code Section 15619
  A provision in a partnership agreement that provides for specific consequences to a partner for a breach of a provision of the partnership agreement shall...
• California Corporations Code Section 15620
  (a) Any instrument filed with respect to a limited partnership, other than the original certificate of limited partnership, may provide that it is to become...
• California Corporations Code Section 15621
  (a) In order to form a limited partnership the general partners shall execute, acknowledge, and file a certificate of limited partnership and, either before or...
• California Corporations Code Section 15622
  (a) A certificate of limited partnership is amended by filing a certificate of amendment thereto executed and acknowledged as provided in Section 15624. The certificate...
• California Corporations Code Section 15623
  (a) (1) The person authorized to execute the certificate of dissolution pursuant to Section 15624 shall cause to be filed in the office of, and...
• California Corporations Code Section 15624
  (a) Each certificate required by this article to be filed in the office of the Secretary of State shall be executed in the following manner:...
• California Corporations Code Section 15625
  (a) If a general partner required by this article to execute or file a certificate of limited partnership fails after demand to do so within...
• California Corporations Code Section 15626
  Upon the filing of a certificate of amendment in the office of the Secretary of State, the certificate of limited partnership is amended as set...
• California Corporations Code Section 15627
  (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 15627.5
  (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 15628
  Upon receipt of any instrument accompanied by the fee prescribed therefor in the Government Code by the Secretary of State for filing pursuant to this...
• California Corporations Code Section 15631
  (a) After the filing of a certificate referred to in Section 15621, a person may become a limited partner: (1) In the case of a...
• California Corporations Code Section 15631.5
  (a) A 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 15632
  (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 15633
  (a) Except as provided in subdivision (b), if a certificate of limited partnership has not been filed, a person who makes a contribution to the...
• California Corporations Code Section 15634
  (a) Upon the request of a limited partner, the general partners shall promptly deliver to the limited partner, at the expense of the partnership, a...
• California Corporations Code Section 15635
  (a) The Attorney General, upon complaint that a limited partnership is failing to comply with the provisions of Section 15634, or to afford to the...
• California Corporations Code Section 15636
  The rights and duties of the partners in relation to the limited partnership shall be determined by the following rules: (a) No limited partner shall...
• California Corporations Code Section 15637
  (a) Meetings of partners may be held at any place within or without this state selected by the person or persons calling the meeting or...
• California Corporations Code Section 15638
  The partnership agreement may provide that the interest of a partner or assignee in a limited partnership may be evidenced by a certificate of interest...
• California Corporations Code Section 15641
  After the filing of a certificate referred to in Section 15621, a general partner may be admitted only with the written consent of each general...
• California Corporations Code Section 15642
  A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) The general partner...
• California Corporations Code Section 15643
  (a) Except as otherwise provided in this chapter, a general partner of a limited partnership has the rights and powers and is subject to the...
• California Corporations Code Section 15644
  A general partner of a limited partnership may make contributions to the limited partnership and share in the profits and losses of, and in distributions...
• California Corporations Code Section 15645
  (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 15651
  A person admitted to a limited partnership as a partner need not make any contribution in money, property, or services or other obligation to contribute...
• California Corporations Code Section 15652
  Notwithstanding the compromise of a claim referred to in subdivision (c) of Section 15636, a person whose claim against a limited partnership arises before the...
• California Corporations Code Section 15653
  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 15654
  Distributions of the money or property of a limited partnership shall be made to the partners in the manner provided in the partnership agreement. If...
• California Corporations Code Section 15655
  A partner is not excused from an obligation to the limited partnership to perform any promise to contribute cash or property or to perform services...
• California Corporations Code Section 15661
  Except as provided in this article, a partner is entitled to receive distributions from a limited partnership before the withdrawal of that partner from the...
• California Corporations Code Section 15662
  (a) A partnership agreement may provide that a general partner may withdraw from a limited partnership at the time or upon the happening of events...
• California Corporations Code Section 15663
  A limited partner may withdraw from a limited partnership only at the time or upon the happening of events specified in the partnership agreement.
• California Corporations Code Section 15664
  Upon withdrawal, any withdrawing limited partner is entitled to receive any distribution to which that partner is entitled under the partnership agreement and the limited...
• California Corporations Code Section 15665
  Subject to Section 15684, at the time a partner becomes entitled to receive a distribution, that partner has the status of, and is entitled to...
• California Corporations Code Section 15666
  (a) A partner is obligated to return a distribution from a limited partnership to the extent that at the time of the distribution the partner...
• California Corporations Code Section 15671
  An interest in a limited partnership is personal property and a partner has no interest in specific partnership property.
• California Corporations Code Section 15672
  (a) A limited partnership interest is assignable in whole or in part. An assignment of a limited partnership interest does not dissolve a limited partnership...
• California Corporations Code Section 15673
  On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the limited partnership interest of the...
• California Corporations Code Section 15674
  (a) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that...
• California Corporations Code Section 15675
  (a) If a limited partner who is an individual dies or a court of competent jurisdiction adjudges the limited partner to be incompetent to manage...
• California Corporations Code Section 15677.1
  For purposes of this article, the following definitions shall apply: (a) "Converted entity" means the other business entity or foreign other business entity or foreign...
• California Corporations Code Section 15677.2
  (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 15677.3
  (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 15677.4
  (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 15677.5
  (a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section 15677.2....
• California Corporations Code Section 15677.6
  (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 15677.7
  (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 15677.8
  (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 15677.9
  (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 15678.1
  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 15678.2
  (a) Each limited partnership and other business entity which desires to merge shall approve an agreement of merger. The agreement of merger shall be approved...
• California Corporations Code Section 15678.3
  Subdivision (b) of Section 15678.2 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the...
• California Corporations Code Section 15678.4
  (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 15678.5
  (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 15678.6
  (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 15678.7
  (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 15678.8
  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 15678.9
  Recording of the certificate of merger in accordance with Section 15678.8 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive...
• California Corporations Code Section 15678.10
  (a) Upon merger pursuant to this article, a surviving domestic or foreign limited partnership or other business entity shall be deemed to have assumed the...
• California Corporations Code Section 15679.1
  (a) For purposes of this article, "reorganization" refers to any of the following: (1) A conversion pursuant to Article 7.4 (commencing with Section 15677.1). (2)...
• California Corporations Code Section 15679.2
  (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 15679.3
  (a) If limited partners have a right under Section 15679.2, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the...
• California Corporations Code Section 15679.4
  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 15679.5
  (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 15679.6
  (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 15679.7
  (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 15679.8
  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 15679.9
  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 15679.10
  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 15679.11
  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 15679.12
  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 15679.13
  (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 15679.14
  (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 15681
  A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (a) At...
• California Corporations Code Section 15682
  Pursuant to an action filed by a partner, a court of competent jurisdiction may decree the dissolution of a limited partnership whenever any of the...
• California Corporations Code Section 15683
  In the event of a dissolution of a limited partnership: (a) Except as provided in the partnership agreement, the general partners who have not wrongfully...
• California Corporations Code Section 15684
  Upon the winding up of a limited partnership, the assets shall be distributed in the following order: (a) To creditors, including partners who are creditors...
• California Corporations Code Section 15685
  After dissolution, a general partner can bind the partnership as follows: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished...
• California Corporations Code Section 15691
  Subject to Section 15694, (a) the laws of the state or country under which a foreign limited partnership is organized govern its organization and internal...
• California Corporations Code Section 15692
  Before transacting intrastate business in this state, a foreign limited partnership shall register with the Secretary of State. In order to register, a foreign limited...
• California Corporations Code Section 15693
  If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of State...
• California Corporations Code Section 15694
  If the limited partners of a foreign limited partnership residing in this state represent 25 percent or more of the interests of limited partners of...
• California Corporations Code Section 15695
  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 15696
  A foreign limited partnership may cancel its registration by filing with the Secretary of State a certificate of cancellation signed and acknowledged by a general...
• California Corporations Code Section 15697
  (a) A foreign limited partnership transacting intrastate business in this state may not maintain any action, suit, or proceeding in any court of this state...
• California Corporations Code Section 15698
  The Attorney General may bring an action to restrain a foreign limited partnership from transacting intrastate business in this state in violation of this article.
• California Corporations Code Section 15699
  No foreign lending institution organized as a foreign limited partnership and the activities of which in this state are limited as provided in subdivision (d)...
• California Corporations Code Section 15701
  Any limited partner of a foreign or domestic limited partnership may bring a class action on behalf of all or a class of limited partners...
• California Corporations Code Section 15702
  (a) No action may be instituted or maintained in right of any domestic or foreign limited partnership by any partner of the limited partnership unless...
• California Corporations Code Section 15710
  Notwithstanding the provisions of Section 15712 or 15713, any limited partnership organized under the laws of this state or any foreign limited partnership existing on...
• California Corporations Code Section 15711
  Except as provided in Section 15712, this Chapter 3 shall not apply to any limited partnership organized under the laws of this state and existing...
• California Corporations Code Section 15712
  (a) Article 7.5 (commencing with Section 15678.1) shall be applicable to limited partnerships formed under Chapter 2 (commencing with Section 15501). (b) Other than as...
• California Corporations Code Section 15713
  (a) A foreign limited partnership existing on the effective date shall not be subject to the limitations of subdivision (c) of Section 15612 if a...
• California Corporations Code Section 15714
  As used in this article, "effective date" means July 1, 1984.
• California Corporations Code Section 15721
  This chapter may be cited as the California Revised Limited Partnership Act.
• California Corporations Code Section 15722
  In any case not provided for in this chapter, limited partnerships shall be governed in the same manner as general partnerships would be governed pursuant...
• California Corporations Code Section 15723
  All provisions of this chapter and all provisions that may hereafter be added to this chapter may be altered from time to time or repealed...
• California Corporations Code Section 15724
  This chapter shall become inoperative and be repealed on January 1, 2010, unless a later enacted statute, which becomes effective on or before January 1,...
• 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 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 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 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 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 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 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 mail 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 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 into 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 and arrangements for corporations also apply to real estate investment trusts. For that purpose where...
• 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 either listed or approved for listing on a national securities...
• 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