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- California Corporations Code Section 1
This act shall be known as the Corporations Code.
- California Corporations Code Section 2
The provisions of this code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, shall be construed...
- California Corporations Code Section 3
All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are...
- California Corporations Code Section 4
No action or proceeding commenced before this code takes effect, and no right accrued, is affected by the provisions of this code, but all procedure...
- California Corporations Code Section 5
Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.
- California Corporations Code Section 6
Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of...
- California Corporations Code Section 7
Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised...
- California Corporations Code Section 8
Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or...
- California Corporations Code Section 9
Whenever reference is made to any portion of this code or of any other law of this State, the reference applies to all amendments and...
- California Corporations Code Section 10
"Section" means a section of this code unless some other statute is specifically mentioned. "Subdivision" means a subdivision of the section in which the term...
- California Corporations Code Section 11
The present tense includes the past and future tenses, and the future tense includes the present.
- California Corporations Code Section 12
The masculine gender includes the feminine and neuter.
- California Corporations Code Section 13
The singular number includes the plural, and the plural number includes the singular.
- California Corporations Code Section 14
"County" includes "city and county."
- California Corporations Code Section 15
"Shall" is mandatory and "may" is permissive.
- California Corporations Code Section 16
"Oath" includes affirmation.
- California Corporations Code Section 17
"Signature" includes mark when the signer cannot write, such signer's name being written near the mark by a witness who writes his own name near...
- California Corporations Code Section 17.1
(a) In addition to the definition set forth in Section 17, the term "signature" includes a signature in a facsimile document filed pursuant to this...
- California Corporations Code Section 18
"Person" includes a corporation as well as a natural person.
- California Corporations Code Section 19
If any provision of this code, or the application thereof to any person or circumstance, is held invalid, the remainder of the code, or the...
- California Corporations Code Section 20
"Electronic transmission by the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic...
- California Corporations Code Section 21
"Electronic transmission to the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic...
- California Corporations Code Section 100
(a) This division shall be known and may be cited as the General Corporation Law. (b) This title of the Corporations Code, or any division,...
- California Corporations Code Section 101
Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division.
- California Corporations Code Section 102
(a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that...
- California Corporations Code Section 103
Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act...
- California Corporations Code Section 104
Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as...
- California Corporations Code Section 105
A corporation or association may be sued as provided in the Code of Civil Procedure.
- California Corporations Code Section 106
Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of...
- California Corporations Code Section 107
No corporation, flexible purpose corporation, association or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.
- California Corporations Code Section 108
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
- California Corporations Code Section 109
(a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to...
- California Corporations Code Section 109.5
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 202 and subdivision (a) and (b) of Section 204 may be...
- California Corporations Code Section 110
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be...
- California Corporations Code Section 110.5
The Secretary of State may cancel the filing of articles of a domestic corporation or the filing of a statement and designation by a foreign...
- California Corporations Code Section 111
All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision...
- California Corporations Code Section 112
If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602...
- California Corporations Code Section 113
Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered...
- California Corporations Code Section 114
All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings,...
- California Corporations Code Section 115
As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance...
- California Corporations Code Section 116
Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption...
- California Corporations Code Section 117
Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the...
- California Corporations Code Section 118
Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following: (a) The...
- California Corporations Code Section 149
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
- California Corporations Code Section 150
A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
- California Corporations Code Section 151
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
- California Corporations Code Section 152
"Approved by (or approval of) the outstanding shares" means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such...
- California Corporations Code Section 153
"Approved by (or approval of) the shareholders" means approved or ratified by the affirmative vote of a majority of the shares represented and voting at...
- California Corporations Code Section 154
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to...
- California Corporations Code Section 155
"Board" means the board of directors of the corporation.
- California Corporations Code Section 156
"Certificate of determination" means a certificate executed and filed pursuant to Section 401.
- California Corporations Code Section 156.1
"Certificated security" means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer...
- California Corporations Code Section 156.5
"Certificate of Redomestication" is the document by which the appropriate official of another state approves the redomestication of a California insurer.
- California Corporations Code Section 157
"Chapter" refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.
- California Corporations Code Section 158
(a) "Close corporation" means a corporation, including a close flexible purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a...
- California Corporations Code Section 159
"Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment...
- California Corporations Code Section 160
(a) Except as provided in subdivision (b), "control" means the possession, direct or indirect, of the power to direct or cause the direction of the...
- California Corporations Code Section 161
"Constituent corporation" means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes...
- California Corporations Code Section 161.5
"Constituent limited partnership" means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
- California Corporations Code Section 161.7
"Constituent other business entity" means an other business entity that is merged with or into one or more corporations and includes the surviving other business
- California Corporations Code Section 161.9
"Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
- California Corporations Code Section 162
"Corporation", unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of...
- California Corporations Code Section 163
"Corporation subject to the Banking Law" (Division 1 (commencing with Section 99) of the Financial Code) means: (a) Any corporation which, with the approval of...
- California Corporations Code Section 163.1
For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, "cumulative dividends in arrears" means only cumulative dividends that have not...
- California Corporations Code Section 164
"Directors" means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other...
- California Corporations Code Section 165
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
- California Corporations Code Section 165.5
"Disappearing limited partnership" means a constituent limited partnership which is not the surviving limited partnership.
- California Corporations Code Section 166
"Distribution to its shareholders" means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or...
- California Corporations Code Section 167
"Domestic corporation" means a corporation formed under the laws of this state.
- California Corporations Code Section 167.3
"Domestic limited liability company" means a limited liability company as defined in subdivision (t) of Section 17000.
- California Corporations Code Section 167.5
"Domestic limited partnership" means any limited partnership formed under the laws of this state.
- California Corporations Code Section 167.7
"Domestic other business entity" means an other business entity organized under the laws of this state.
- California Corporations Code Section 167.8
"Disappearing other business entity" means a constituent other business entity that is not the surviving other business entity.
- California Corporations Code Section 168
"Equity security" in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership...
- California Corporations Code Section 169
"Filed", unless otherwise expressly provided, means filed in the office of the Secretary of State.
- California Corporations Code Section 170
"Foreign association" means a business association organized as a trust under the laws of a foreign jurisdiction.
- California Corporations Code Section 171
"Foreign corporation" means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259...
- California Corporations Code Section 171.03
"Foreign limited liability company" means a foreign limited liability company as defined in subdivision (q) of Section 17001.
- California Corporations Code Section 171.05
"Foreign limited partnership" means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than this state or...
- California Corporations Code Section 171.07
"Foreign other business entity" means an other business entity organized under the laws of any state, other than this state, or of the District of...
- California Corporations Code Section 171.08
"Flexible purpose corporation" means any flexible purpose corporation formed under Division 1.5 (commencing with Section 2500).
- California Corporations Code Section 171.1
"Initial transaction statement" means a statement signed by or on behalf of the issuer sent to the new registered owner or registered pledgee, and "written...
- California Corporations Code Section 171.3
"Limited liability company" means a limited liability company as defined in subdivision (t) of Section 17001.
- California Corporations Code Section 171.5
"Limited partnership" means a partnership formed by two or more persons and having one or more general partners and one or more limited partners, or...
- California Corporations Code Section 172
"Liquidation price" or "liquidation preference" means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or distribution of the entire...
- California Corporations Code Section 173
"Officers' certificate" means a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the...
- California Corporations Code Section 174
"On the certificate" means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on...
- California Corporations Code Section 174.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than...
- California Corporations Code Section 175
Except as used in Sections 1001, 1101, and 1113, a "parent" of a specified corporation is an affiliate in control (Section 160(a)) of that corporation...
- California Corporations Code Section 176
"Preferred shares" means shares other than common shares.
- California Corporations Code Section 177
"Proper county" means the county where the principal executive office of the corporation is located or, if the principal executive office of the corporation is...
- California Corporations Code Section 178
"Proxy" means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder's attorney in fact giving another person or persons...
- California Corporations Code Section 179
"Proxyholder" means the person or persons to whom a proxy is given.
- California Corporations Code Section 180
"Redemption price" means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon...
- California Corporations Code Section 180.5
"Redomestication" means the transfer of an insurer's place of incorporation from another state to this state or from this state to another state.
- California Corporations Code Section 181
"Reorganization" means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a "merger reorganization"). (b) The acquisition...
- California Corporations Code Section 182
"Reverse stock split" means the pro rata combination of all the outstanding shares of a class into a smaller number of shares of the same...
- California Corporations Code Section 183
"Series" of shares means those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more...
- California Corporations Code Section 183.5
"Share exchange tender offer" means any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities...
- California Corporations Code Section 184
"Shares" means the units into which the proprietary interests in a corporation are divided in the articles.
- California Corporations Code Section 185
"Shareholder" means one who is a holder of record of shares.
- California Corporations Code Section 186
"Shareholders' agreement" means a written agreement among all of the shareholders of a close corporation, or if a close corporation has only one shareholder between...
- California Corporations Code Section 187
"Short-form merger" means a merger pursuant to Section 1110.
- California Corporations Code Section 188
"Stock split" means the pro rata division, otherwise than by a share dividend, of all the outstanding shares of a class into a greater number...
- California Corporations Code Section 189
(a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation shares of which possessing more than 50 percent of the...
- California Corporations Code Section 190
"Surviving corporation" means a corporation into which one or more other corporations or one or more other business entities are merged.
- California Corporations Code Section 190.5
"Surviving limited partnership" means a limited partnership into which one or more other limited partnerships or one or more corporations are merged.
- California Corporations Code Section 190.7
"Surviving other business entity" means an other business entity into which one or more other business entities or one or more corporations are merged.
- California Corporations Code Section 191
(a) For the purposes of Chapter 21 (commencing with Section 2100), "transact intrastate business" means entering into repeated and successive transactions of its business in...
- California Corporations Code Section 191.1
"Uncertificated security" means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102...
- California Corporations Code Section 192
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether...
- California Corporations Code Section 193
"Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
- California Corporations Code Section 194
"Vote" includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
- California Corporations Code Section 194.5
"Voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not...
- California Corporations Code Section 194.7
"Voting shift" means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one...
- California Corporations Code Section 195
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies...
- California Corporations Code Section 200
(a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles...
- California Corporations Code Section 200.5
(a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division...
- California Corporations Code Section 201
(a) The Secretary of State shall not file articles setting forth a name in which "bank," " trust," "trustee" or related words appear, unless the...
- California Corporations Code Section 201.5
The Secretary of State shall not file articles in which the business is to be an insurer unless the certificate of the Insurance Commissioner approving...
- California Corporations Code Section 201.6
The Secretary of State shall file the certificate of redomestication of an insurer for which articles of incorporation have previously been filed if the Insurance...
- California Corporations Code Section 201.7
Upon receipt of a certified copy of the commissioner's authorization issued pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of...
- California Corporations Code Section 202
The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, that in order for the corporation to be subject to...
- California Corporations Code Section 203
Except as specified in the articles or in any shareholders' agreement, no distinction shall exist between classes or series of shares or the holders thereof.
- California Corporations Code Section 203.5
(a) If the articles include the designation and number of shares of one or more series within a class, the stated number of shares for...
- California Corporations Code Section 204
The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 204.5
(a) If the articles of a corporation include a provision reading substantially as follows: "The liability of the directors of the corporation for monetary damages...
- California Corporations Code Section 205
Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, all authorized shares of...
- California Corporations Code Section 206
Subject to any limitation contained in the articles and to compliance with any other applicable laws, any corporation other than a corporation subject to the...
- California Corporations Code Section 207
Subject to any limitations contained in the articles and to compliance with other provisions of this division and any other applicable laws, a corporation shall...
- California Corporations Code Section 208
(a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the shareholders, officers or directors, or the manner...
- California Corporations Code Section 209
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
- California Corporations Code Section 210
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
- California Corporations Code Section 211
Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as...
- California Corporations Code Section 212
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
- California Corporations Code Section 213
Every corporation shall keep at its principal executive office in this state, or if its principal executive office is not in this state at its...
- California Corporations Code Section 300
(a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section...
- California Corporations Code Section 301
(a) Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting....
- California Corporations Code Section 301.5
(a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the board of directors into two or three classes...
- California Corporations Code Section 301.7
(a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary dining...
- California Corporations Code Section 301.9
Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the corporation's articles...
- California Corporations Code Section 302
The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of...
- California Corporations Code Section 303
(a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to...
- California Corporations Code Section 304
The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of...
- California Corporations Code Section 305
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
- California Corporations Code Section 306
If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation's initial directors have not...
- California Corporations Code Section 307
(a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following...
- California Corporations Code Section 308
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
- California Corporations Code Section 309
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 310
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any corporation, firm or...
- California Corporations Code Section 311
The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or...
- California Corporations Code Section 312
(a) A corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
- California Corporations Code Section 313
Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement,...
- California Corporations Code Section 314
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 315
(a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation...
- California Corporations Code Section 316
(a) Subject to the provisions of Section 309, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
- California Corporations Code Section 317
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
- California Corporations Code Section 318
(a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of...
- California Corporations Code Section 400
(a) A corporation may issue one or more classes or series of shares or both, with full, limited or no voting rights and with such...
- California Corporations Code Section 401
(a) Before any corporation issues any shares of any class or series of which the rights, preferences, privileges, and restrictions, or any of them, or...
- California Corporations Code Section 402
(a) A corporation may provide in its articles for one or more classes or series of shares which are redeemable, in whole or in part,...
- California Corporations Code Section 402.5
The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series of preferred shares (Section 176) the designation of which includes...
- California Corporations Code Section 403
(a) When so provided in the articles, a corporation may issue shares convertible within the time or upon the happening of one or more specified...
- California Corporations Code Section 404
Either in connection with the issue, subscription or sale of any of its shares, bonds, debentures, notes or other securities or independently thereof, a corporation...
- California Corporations Code Section 405
(a) If at the time of granting option or conversion rights or at any later time the corporation is not authorized by its articles to...
- California Corporations Code Section 406
Unless the articles provide otherwise, the board may issue shares, options or securities having conversion or option rights without first offering them to shareholders of...
- California Corporations Code Section 407
A corporation may, but is not required to, issue fractions of a share originally or upon transfer. If it does not issue fractions of a...
- California Corporations Code Section 408
(a) A corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and...
- California Corporations Code Section 409
(a) Shares may be issued: (1) For such consideration as is determined from time to time by the board, or by the shareholders if the...
- California Corporations Code Section 410
(a) Every subscriber to shares and every person to whom shares are originally issued is liable to the corporation for the full consideration agreed to...
- California Corporations Code Section 411
A transferee of shares for which the full agreed consideration has not been paid to the issuing corporation, who acquired them in good faith, without...
- California Corporations Code Section 412
Every transferee of partly paid shares who acquired them under a certificate or initial transaction statement showing the fact of part payment, and every transferee...
- California Corporations Code Section 413
A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any...
- California Corporations Code Section 414
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a shareholder to...
- California Corporations Code Section 415
Nothing in this division shall be construed as a derogation of any rights or remedies which any creditor or shareholder may have against any promoter,...
- California Corporations Code Section 416
(a) Every holder of shares in a corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman...
- California Corporations Code Section 417
If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate...
- California Corporations Code Section 418
(a) There shall also appear on the certificate, the initial transaction statement, and written statements (unless stated or summarized under subdivision (a) or (b) of...
- California Corporations Code Section 419
(a) A domestic or foreign corporation may issue a new share certificate or a new certificate for any other security in the place of any...
- California Corporations Code Section 420
Neither a domestic nor foreign corporation nor its transfer agent or registrar is liable: (a) For transferring or causing to be transferred on the books...
- California Corporations Code Section 421
Each holder of shares of a close corporation, whether original or subsequent, by accepting the certificates for the shares which contain the legend required by...
- California Corporations Code Section 422
(a) When the articles are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any...
- California Corporations Code Section 423
(a) Shares are not assessable except as provided in this section or as otherwise provided by a statute other than this division. If the articles...
- California Corporations Code Section 500
(a) Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) unless the board of directors has...
- California Corporations Code Section 501
Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) if the corporation or the subsidiary making...
- California Corporations Code Section 503
(a) The provisions of Sections 500 and 501 shall not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds...
- California Corporations Code Section 504
(a) The provisions of Section 500 do not apply to a dividend declared by either of the following: (1) A regulated investment company, as defined...
- California Corporations Code Section 505
Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in...
- California Corporations Code Section 506
(a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts indicating the impropriety thereof is liable to the corporation for...
- California Corporations Code Section 508
This chapter does not apply in connection with any proceeding for winding up and dissolution under Chapter 18 or 19.
- California Corporations Code Section 509
(a) A corporation may redeem any or all shares which are redeemable at its option by (1) giving notice of redemption as provided in subdivisions...
- California Corporations Code Section 510
(a) When a corporation reacquires its own shares, those shares are restored to the status of authorized but unissued shares, unless the articles prohibit the...
- California Corporations Code Section 511
Notwithstanding the provisions of this chapter, a negotiable instrument issued by a corporation for the purchase or redemption of shares shall be enforceable by a...
- California Corporations Code Section 600
(a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with...
- California Corporations Code Section 601
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less...
- California Corporations Code Section 602
(a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum...
- California Corporations Code Section 603
(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without...
- California Corporations Code Section 604
(a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100...
- California Corporations Code Section 605
(a) For the purpose of determining whether a corporation has outstanding shares held of record by 100 or more persons, shares shall be deemed to...
- California Corporations Code Section 700
(a) Except as provided in Section 708 and except as may be otherwise provided in the articles, each outstanding share, regardless of class, shall be...
- California Corporations Code Section 701
(a) In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of...
- California Corporations Code Section 702
(a) Subject to subdivision (c) of Section 703, shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either...
- California Corporations Code Section 703
(a) Shares standing in the name of another corporation, domestic or foreign, may be voted by an officer, agent, or proxyholder as the bylaws of...
- California Corporations Code Section 704
If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband...
- California Corporations Code Section 705
(a) Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. Any proxy purporting...
- California Corporations Code Section 706
(a) Notwithstanding any other provision of this division, an agreement between two or more shareholders of a corporation, if in writing and signed by the...
- California Corporations Code Section 707
(a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
- California Corporations Code Section 708
(a) Except as provided in Sections 301.5 and 708.5, every shareholder complying with subdivision (b) and entitled to vote at any election of directors may...
- California Corporations Code Section 708.5
(a) For purposes of this section,the following definitions shall apply: (1) "Uncontested election" means an election of directors in which, at the expiration of the...
- California Corporations Code Section 709
(a) Upon the filing of an action therefor by any shareholder or by any person who claims to have been denied the right to vote,...
- California Corporations Code Section 710
(a) This section applies to a corporation with outstanding shares held of record by 100 or more persons (determined as provided in Section 605) that...
- California Corporations Code Section 711
(a) The Legislature finds and declares that: Many of the residents of this state are the legal and beneficial owners or otherwise the ultimate beneficiaries...
- California Corporations Code Section 800
(a) As used in this section, "corporation" includes an unincorporated association; "board" includes the managing body of an unincorporated association; "shareholder" includes a member of...
- California Corporations Code Section 900
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
- California Corporations Code Section 901
Before any shares have been issued, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, if...
- California Corporations Code Section 902
(a) After any shares have been issued, amendments may be adopted if approved by the board and approved by the outstanding shares (Section 152), either...
- California Corporations Code Section 903
(a) A proposed amendment must be approved by the outstanding shares (Section 152) of a class, whether or not such class is entitled to vote...
- California Corporations Code Section 904
(a) Except as provided in subdivision (b), if any amendment of the articles would make shares assessable or would authorize remedy by action for the...
- California Corporations Code Section 905
In the case of amendments adopted after the corporation has issued any shares, the corporation shall file a certificate of amendment, which shall consist of...
- California Corporations Code Section 906
In the case of amendments adopted by the incorporators or the board under Section 901, the corporation shall file a certificate of amendment signed and...
- California Corporations Code Section 907
(a) The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (1) By...
- California Corporations Code Section 908
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any stock split, reverse stock split,...
- California Corporations Code Section 909
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, if it has...
- California Corporations Code Section 910
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
- California Corporations Code Section 911
(a) A corporation may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit...
- California Corporations Code Section 1000
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
- California Corporations Code Section 1001
(a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are...
- California Corporations Code Section 1002
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
- California Corporations Code Section 1100
Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167),...
- California Corporations Code Section 1101
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
- California Corporations Code Section 1101.1
Subdivision (c) of Section 1113 and the last two sentences of Section 1101 do not apply to any transaction if the Commissioner of Corporations, the...
- California Corporations Code Section 1102
Each corporation shall sign the agreement by its chairman of the board, president or a vice president and secretary or an assistant secretary acting on...
- California Corporations Code Section 1103
After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200),...
- California Corporations Code Section 1104
Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of...
- California Corporations Code Section 1105
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
- California Corporations Code Section 1106
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
- California Corporations Code Section 1107
(a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to...
- California Corporations Code Section 1107.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
- California Corporations Code Section 1108
(a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by...
- California Corporations Code Section 1109
Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another...
- California Corporations Code Section 1110
(a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the...
- California Corporations Code Section 1111
If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved...
- California Corporations Code Section 1112
If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a...
- California Corporations Code Section 1112.5
If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a flexible purpose corporation, both of...
- California Corporations Code Section 1113
(a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not...
- California Corporations Code Section 1150
For purposes of this chapter, the following definitions shall apply: (a) "Converted corporation" means a corporation that results from a conversion of an other business...
- California Corporations Code Section 1151
(a) A corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, (1) each share...
- California Corporations Code Section 1152
(a) A corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion shall state...
- California Corporations Code Section 1153
(a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation converting...
- California Corporations Code Section 1155
(a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the...
- California Corporations Code Section 1156
(a) Whenever a corporation or other business entity having any real property in this state converts into a corporation or an other business entity pursuant...
- California Corporations Code Section 1157
(a) An other business entity or a foreign other business entity or a foreign corporation may be converted into a corporation pursuant to this chapter...
- California Corporations Code Section 1158
(a) An entity that converts into another entity pursuant to this chapter is for all purposes other than for the purposes of Part 10 (commencing...
- California Corporations Code Section 1159
The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation...
- California Corporations Code Section 1160
(a) Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150)...
- California Corporations Code Section 1200
A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by the board of: (a) Each constituent corporation in a...
- California Corporations Code Section 1201
(a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of each class of each corporation the approval of...
- California Corporations Code Section 1201.5
(a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the outstanding shares (Section 152) of each class...
- California Corporations Code Section 1202
(a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of...
- California Corporations Code Section 1203
(a) If a tender offer, including a share exchange tender offer (Section 183.5), or a written proposal for approval of a reorganization subject to Section...
- California Corporations Code Section 1300
(a) If the approval of the outstanding shares (Section 152) of a corporation is required for a reorganization under subdivisions (a) and (b) or subdivision...
- California Corporations Code Section 1301
(a) If, in the case of a reorganization, any shareholders of a corporation have a right under Section 1300, subject to compliance with paragraphs (3)...
- California Corporations Code Section 1302
Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (i) of Section...
- California Corporations Code Section 1303
(a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder...
- California Corporations Code Section 1304
(a) If the corporation denies that the shares are dissenting shares, or the corporation and the shareholder fail to agree upon the fair market value...
- California Corporations Code Section 1305
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per share. Within the time fixed...
- California Corporations Code Section 1306
To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shares of their fair market value, they shall...
- California Corporations Code Section 1307
Cash dividends declared and paid by the corporation upon the dissenting shares after the date of approval of the reorganization by the outstanding shares (Section...
- California Corporations Code Section 1308
Except as expressly limited in this chapter, holders of dissenting shares continue to have all the rights and privileges incident to their shares, until the...
- California Corporations Code Section 1309
Dissenting shares lose their status as dissenting shares and the holders thereof cease to be dissenting shareholders and cease to be entitled to require the...
- California Corporations Code Section 1310
If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders in authorizing a reorganization, any proceedings under Sections 1304...
- California Corporations Code Section 1311
This chapter, except Section 1312, does not apply to classes of shares whose terms and provisions specifically set forth the amount to be paid in...
- California Corporations Code Section 1312
(a) No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder...
- California Corporations Code Section 1313
A conversion pursuant to Chapter 11.5 (commencing with Section 1150) shall be deemed to constitute a reorganization for purposes of applying the provisions of this...
- California Corporations Code Section 1400
(a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or...
- California Corporations Code Section 1401
(a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by such corporation pursuant to Section 1400...
- California Corporations Code Section 1402
The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the...
- California Corporations Code Section 1403
For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as...
- California Corporations Code Section 1500
Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees...
- California Corporations Code Section 1501
(a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the...
- California Corporations Code Section 1502
(a) Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a...
- California Corporations Code Section 1502.1
(a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall file annually, within 150 days after the end of...
- California Corporations Code Section 1502.5
The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fund shall be administered by the Secretary of State who...
- California Corporations Code Section 1503
(a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may file a signed and acknowledged written statement of...
- California Corporations Code Section 1504
If a natural person who has been designated agent for service of process pursuant to Section 202, 1502, 2105, or 2117 dies or resigns or...
- California Corporations Code Section 1505
(a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant...
- California Corporations Code Section 1506
Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make...
- California Corporations Code Section 1507
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
- California Corporations Code Section 1508
The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or Chapter 6 (commencing...
- California Corporations Code Section 1509
For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation shall, upon written request from...
- California Corporations Code Section 1510
(a) Any foreign corporation qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a...
- California Corporations Code Section 1511
Any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or...
- California Corporations Code Section 1512
(a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named in a share certificate as a shareholder or...
- California Corporations Code Section 1600
(a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at...
- California Corporations Code Section 1601
(a) The accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation,...
- California Corporations Code Section 1602
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
- California Corporations Code Section 1603
(a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enforce the right of inspection with just and...
- California Corporations Code Section 1604
In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of the corporation to comply with a proper...
- California Corporations Code Section 1605
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
- California Corporations Code Section 1700
In addition to the provisions of Chapter 4 (commencing with Section 413. 10) of Title 5 of Part 2 of the Code of Civil Procedure,...
- California Corporations Code Section 1701
Delivery by hand of a copy of any process against the corporation (a) to any natural person designated by it as agent or (b), if...
- California Corporations Code Section 1702
(a) If an agent for the purpose of service of process has resigned and has not been replaced or if the agent designated cannot with...
- California Corporations Code Section 1800
(a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed...
- California Corporations Code Section 1801
(a) The Attorney General may bring an action against any domestic corporation or purported domestic corporation in the name of the people of this state,...
- California Corporations Code Section 1802
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in subdivision (b)(2) of...
- California Corporations Code Section 1803
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
- California Corporations Code Section 1804
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
- California Corporations Code Section 1805
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 1804. (b) When an involuntary proceeding...
- California Corporations Code Section 1806
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
- California Corporations Code Section 1807
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
- California Corporations Code Section 1808
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 1805 and the determination that the corporation's...
- California Corporations Code Section 1809
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
- California Corporations Code Section 1900
(a) Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the...
- California Corporations Code Section 1900.5
(a) Notwithstanding any other provision of this division, when a corporation has not issued shares, a majority of the directors, or, if no directors have...
- California Corporations Code Section 1901
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing such election shall forthwith be filed. (b) The certificate shall be...
- California Corporations Code Section 1902
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares...
- California Corporations Code Section 1903
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind...
- California Corporations Code Section 1904
If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation,...
- California Corporations Code Section 1905
(a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify...
- California Corporations Code Section 1905.1
If a corporation has filed a certificate of dissolution with the Secretary of State on or after January 1, 1992, and before the effective date...
- California Corporations Code Section 1906
Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board...
- California Corporations Code Section 1907
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the...
- California Corporations Code Section 2000
(a) Subject to any contrary provision in the articles, in any suit for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the...
- California Corporations Code Section 2001
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution...
- California Corporations Code Section 2002
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.
- California Corporations Code Section 2003
When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or...
- California Corporations Code Section 2004
After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for,...
- California Corporations Code Section 2005
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment...
- California Corporations Code Section 2006
Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if...
- California Corporations Code Section 2007
(a) If the corporation in process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or...
- California Corporations Code Section 2008
(a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend, or distribution in cash or property or their...
- California Corporations Code Section 2009
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without...
- California Corporations Code Section 2010
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...
- California Corporations Code Section 2011
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of...
- California Corporations Code Section 2100
This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.
- California Corporations Code Section 2101
(a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State, provided its...
- California Corporations Code Section 2102
A foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to...
- California Corporations Code Section 2103
Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1607, inclusive, of the Insurance Code or prevents any foreign insurance...
- California Corporations Code Section 2104
Any foreign lending institution which has not qualified to do business in this state and which engages in any of the activities set forth in...
- California Corporations Code Section 2105
(a) A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that...
- California Corporations Code Section 2106
(a) Subject to the provisions of subdivision (b), upon payment of the fees required by law the Secretary of State shall file the statement and...
- California Corporations Code Section 2106.5
The Secretary of State shall not file any statement and designation pursuant to Section 2106 or any amended statement and designation pursuant to Section 2107,...
- California Corporations Code Section 2107
(a) If any foreign corporation (but not a foreign association) qualified to transact intrastate business shall change its name or make a change affecting an...
- California Corporations Code Section 2110
Delivery by hand of a copy of any process against a foreign corporation (a) to any officer of the corporation or its general manager in...
- California Corporations Code Section 2110.1
In addition to the provisions of Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process...
- California Corporations Code Section 2111
(a) If the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated...
- California Corporations Code Section 2112
(a) Subject to Section 2113, a foreign corporation which has qualified to transact intrastate business may surrender its right to engage in that business within...
- California Corporations Code Section 2113
(a) The filing of an agreement of merger of a foreign disappearing corporation qualified to transact intrastate business in this state pursuant to Section 1103,...
- California Corporations Code Section 2114
(a) A foreign corporation that has transacted intrastate business and has thereafter withdrawn from business in this state may be served with process in the...
- California Corporations Code Section 2115
(a) A foreign corporation (other than a foreign association or foreign nonprofit corporation but including a foreign parent corporation even though it does not itself...
- California Corporations Code Section 2116
The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the...
- California Corporations Code Section 2117
(a) Every foreign corporation (other than a foreign association) qualified to transact intrastate business shall file, within 90 days after the filing of its original...
- California Corporations Code Section 2117.1
(a) In addition to the statement required pursuant to Section 2117, every publicly traded foreign corporation shall file annually, within 150 days after the end...
- California Corporations Code Section 2200
Every corporation that neglects, fails, or refuses: (a) to keep or cause to be kept or maintained the record of shareholders or books of account...
- California Corporations Code Section 2201
Any officer of a corporation charged with the duty of entering a transfer of shares upon the books of the corporation and issuing a share...
- California Corporations Code Section 2202
Any penalty prescribed by Section 2200 or Section 2201 shall be in addition to any remedy by injunction or action for damages or by writ...
- California Corporations Code Section 2203
(a) Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to...
- California Corporations Code Section 2204
(a) Upon the failure of a corporation to file the statement required by Section 1502, the Secretary of State shall provide a notice of that...
- California Corporations Code Section 2205
(a) A corporation that (1) fails to file a statement pursuant to Section 1502 for an applicable filing period, (2) has not filed a statement...
- California Corporations Code Section 2206
(a) Sections 2204 and 2205 apply to foreign corporations with respect to the statements required to be filed by Section 2117. For this purpose, the...
- California Corporations Code Section 2207
(a) A corporation is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the corporation does both of the...
- California Corporations Code Section 2251
Any promoter, director or officer of a corporation who knowingly and willfully issues or consents to the issuance of certificates for certificated securities, or initial...
- California Corporations Code Section 2252
Every person (a) who signs the name of a fictitious person to any subscription for or agreement to take stock in any domestic or foreign...
- California Corporations Code Section 2253
Any director of a stock corporation, domestic or foreign, who concurs in any vote or act of the directors of the corporation or any of...
- California Corporations Code Section 2254
Every director, officer or agent of any corporation, domestic or foreign, is guilty of a felony (a) who knowingly concurs in making, publishing or posting...
- California Corporations Code Section 2255
(a) Every director, officer or agent of any corporation, domestic or foreign, who knowingly receives or acquires possession of any property of the corporation, otherwise...
- California Corporations Code Section 2256
Every officer, agent or clerk of any corporation, domestic or foreign, or any person proposing to organize such a corporation or to increase the capital...
- California Corporations Code Section 2257
Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular...
- California Corporations Code Section 2258
Any foreign corporation subject to the provisions of Chapter 21 which transacts intrastate business without complying therewith is guilty of a misdemeanor, punishable by fine...
- California Corporations Code Section 2259
Any person who transacts intrastate business on behalf of a foreign corporation which is not authorized to transact such business in this state, knowing that...
- California Corporations Code Section 2260
In a prosecution for a violation of Section 2252, 2253, 2254, 2255, 2256 or 2257, the fact that the corporation was a foreign corporation is...
- California Corporations Code Section 2300
As used in this chapter, the term "new law" means this division of the Corporations Code as amended by act of the California Legislature, 1975-76...
- California Corporations Code Section 2301
(a) Except as otherwise expressly provided in this chapter, the provisions of the new law apply on and after the effective date to all corporations...
- California Corporations Code Section 2302
The provisions of Sections 202, 204 (other than subdivision (a) thereof) and 205 of the new law relating to the contents of articles do not...
- California Corporations Code Section 2302.1
The provisions of subdivision (a) of Section 204, insofar as they require the inclusion of certain provisions in the articles, do not apply to the...
- California Corporations Code Section 2302.5
The absence of any reference to par value in the articles of a corporation which is subject to the prior law relating to the contents...
- California Corporations Code Section 2303
Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any statement in the articles of such corporation,...
- California Corporations Code Section 2304
The effect of a difference between the articles and bylaws in the statement of the number of directors shall not be governed by subdivision (a)...
- California Corporations Code Section 2305
Subdivision (a) of Section 312 of the new law applies to a corporation existing on the effective date, but the "treasurer" of such corporation shall...
- California Corporations Code Section 2306
Section 317 of the new law governs any proposed indemnification by a corporation after the effective date, whether the events upon which the indemnification is...
- California Corporations Code Section 2307
Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificated representing shares of corporations existing on...
- California Corporations Code Section 2308
Chapter 5 of the new law applies to any distribution to its shareholders made after the effective date by a corporation existing on the effective...
- California Corporations Code Section 2309
Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.
- California Corporations Code Section 2310
The provisions of Chapter 6 (commencing with Section 600) and Chapter 7 (commencing with Section 700) (other than Section 706) of the new law apply...
- California Corporations Code Section 2311
Section 706 of the new law applies to agreements and voting trusts entered into after the effective date and prior law governs such agreements or...
- California Corporations Code Section 2312
Section 800 of the new law applies to actions commenced after the effective date and prior law governs actions pending on the effective date.
- California Corporations Code Section 2313
Chapters 10 (commencing with Section 1000), 11 (commencing with Section 1100), 12 (commencing with Section 1200) and 13 (commencing with Section 1300) of the new...
- California Corporations Code Section 2314
Chapters 18 (commencing with Section 1800) and 20 (commencing with Section 2000) of the new law apply to actions for involuntary dissolution commenced after the...
- California Corporations Code Section 2315
Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000) of the new law apply to any voluntary dissolution proceeding initiated by the...
- California Corporations Code Section 2316
A foreign association which has transacted intrastate business in this state prior to the effective date and which is required by Section 2105 of the...
- California Corporations Code Section 2317
When any corporate agent for service of process has been designated prior to the effective date and such designation of agent included a name of...
- California Corporations Code Section 2318
Any corporation existing on the first day of January, 1873, formed under the laws of this state, and still existing, which has not already elected...
- California Corporations Code Section 2319
If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to the effective date pursuant to...
- California Corporations Code Section 2500
This division shall be known and may be cited as the Corporate Flexibility Act of 2011.
- California Corporations Code Section 2501
Except as otherwise expressly stated, the provisions of Division 1 (commencing with Section 100) shall apply to corporations organized under this division, and references in...
- California Corporations Code Section 2502
This division applies only to flexible purpose corporations organized expressly under this division whether organized or existing under this division or merged or converted into...
- California Corporations Code Section 2502.01
Every flexible purpose corporation organized under the laws of this state or similar foreign flexible purpose corporation, all of the capital stock of which is...
- California Corporations Code Section 2502.02
Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, that reference is to that statute as...
- California Corporations Code Section 2502.03
A flexible purpose corporation may be sued in the same manner as a corporation as provided in the Code of Civil Procedure.
- California Corporations Code Section 2502.04
A flexible purpose corporation formed under this division shall, in respect of its property, as a condition of its existence as a flexible purpose corporation,...
- California Corporations Code Section 2502.05
The fees of the Secretary of State for filing instruments by or on behalf of flexible purpose corporations shall be the same fees prescribed for...
- California Corporations Code Section 2502.06
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 2602 and subdivisions (a) and (b) of Section 2603 may be...
- California Corporations Code Section 2502.07
Nothing contained in this division shall be construed to modify the provisions of subdivision (h) of Section 25102, or the conditions provided therein to the...
- California Corporations Code Section 2503
"Annual report" means the report required by subdivision (a) of Section 3500, including the information specified in subdivision (b) of Section 3500.
- California Corporations Code Section 2503.1
"Close flexible purpose corporation" means a flexible purpose corporation that is also a close corporation.
- California Corporations Code Section 2504
"Constituent flexible purpose corporation" means a flexible purpose corporation that is merged with or into one or more corporations or one or more other business...
- California Corporations Code Section 2505
"Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150) of Division 1 and Chapter 9 (commencing with Section 3300) of this division.
- California Corporations Code Section 2506
"Disappearing flexible purpose corporation" means a constituent flexible purpose corporation that is not the surviving entity.
- California Corporations Code Section 2507
"Domestic flexible purpose corporation" means a corporation organized under this division.
- California Corporations Code Section 2509
"Flexible purpose corporation," unless otherwise expressly provided, refers only to a corporation organized under this division.
- California Corporations Code Section 2510
"Flexible purpose corporation subject to the Banking Law" means any of the following: (a) A flexible purpose corporation that, with the approval of the Commissioner...
- California Corporations Code Section 2510.1
"Flexible purpose corporation subject to the Insurance Code as an insurer" means a flexible purpose corporation that has met the requirements of Sections 201.5, 201.6,...
- California Corporations Code Section 2511
"Reorganization" means a merger reorganization, an exchange reorganization, or a sale of assets reorganization. (a) "Merger reorganization" means a merger pursuant to Chapter 11 (commencing...
- California Corporations Code Section 2512
"Share exchange tender offer" means any acquisition by one flexible purpose corporation in exchange in whole or in part for its equity securities, or the...
- California Corporations Code Section 2513
"Special purpose" means the special purpose set forth in a flexible purpose corporation's articles pursuant to subdivision (b) of Section 2602.
- California Corporations Code Section 2514
"Special purpose current report" means the report required of a flexible purpose corporation pursuant to Section 3501.
- California Corporations Code Section 2515
"Special purpose MD&A" means the management discussion and analysis required of a flexible purpose corporation pursuant to subdivision (b) of Section 3500.
- California Corporations Code Section 2516
"Special purpose objectives" means those objectives set forth by management and the directors of a flexible purpose corporation for purposes of measuring the impact of...
- California Corporations Code Section 2517
"Surviving flexible purpose corporation" means a flexible purpose corporation into which one or more other corporations or one or more other business entities is merged.
- California Corporations Code Section 2600
(a) One or more natural persons, partnerships, associations, flexible purpose corporations, or corporations, domestic or foreign, may form a flexible purpose corporation under this division...
- California Corporations Code Section 2600.5
(a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division...
- California Corporations Code Section 2601
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
- California Corporations Code Section 2602
The articles of incorporation shall set forth: (a) The name of the flexible purpose corporation that shall contain the words "flexible purpose corporation" or an...
- California Corporations Code Section 2603
The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 2604
Subject to any limitation contained in the articles, to compliance with any other applicable laws, and to consistency with the special purpose of the flexible...
- California Corporations Code Section 2605
Subject to any limitations contained in the articles, to compliance with other provisions of this division and any other applicable laws, and to consistency with...
- California Corporations Code Section 2700
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 2701
(a) Subject to Section 2700, directors of a flexible purpose corporation who approve any of the following corporate actions shall be jointly and severally liable...
- California Corporations Code Section 2702
(a) For the purposes of this section: (1) "Agent" means any person who is or was a director, officer, employee, or other agent of the...
- California Corporations Code Section 2800
(a) All certificates representing shares of a flexible purpose corporation shall contain, in addition to any other statements required by this section, the following conspicuous...
- California Corporations Code Section 2900
(a) As used in this section: (1) "Flexible purpose corporation" includes an unincorporated association. (2) "Board" includes the managing body of an unincorporated association. (3)...
- California Corporations Code Section 3000
(a) A proposed amendment to the articles of a flexible purpose corporation shall be approved by the outstanding shares of a class, regardless of whether...
- California Corporations Code Section 3001
(a) A flexible purpose corporation may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation, nonprofit mutual benefit...
- California Corporations Code Section 3002
(a) A flexible purpose corporation may, by amendment of its articles pursuant to this section, convert to a domestic corporation. (b) The amendment of the...
- California Corporations Code Section 3100
(a) A flexible purpose corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal...
- California Corporations Code Section 3200
If any disappearing flexible purpose corporation in a merger is a close flexible purpose corporation and the surviving flexible purpose corporation is not a close...
- California Corporations Code Section 3201
If any disappearing corporation in a merger is a flexible purpose corporation and the surviving entity is not a flexible purpose corporation, or is a...
- California Corporations Code Section 3202
If a disappearing flexible purpose corporation in a merger is a flexible purpose corporation governed by this division and the surviving corporation is a nonprofit...
- California Corporations Code Section 3203
(a) Any one or more flexible purpose corporations may merge with one or more other business entities. One or more domestic flexible purpose corporations not...
- California Corporations Code Section 3300
For purposes of this chapter, the following definitions shall apply: (a) "Converted flexible purpose corporation" means a flexible purpose corporation that results from a conversion...
- California Corporations Code Section 3301
(a) A flexible purpose corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, each...
- California Corporations Code Section 3302
(a) A flexible purpose corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion...
- California Corporations Code Section 3303
(a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the outstanding shares of a flexible purpose...
- California Corporations Code Section 3304
(a) To convert a flexible purpose corporation: (1) If the flexible purpose corporation is converting into a domestic limited partnership, a statement of conversion shall...
- California Corporations Code Section 3305
The shareholders of a converting flexible purpose corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of Division 1 of...
- California Corporations Code Section 3306
Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for...
- California Corporations Code Section 3400
A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent flexible purpose corporation...
- California Corporations Code Section 3401
(a) The principal terms of a reorganization shall be approved by the outstanding shares of each class of each flexible purpose corporation the approval of...
- California Corporations Code Section 3500
(a) The board of a flexible purpose corporation shall cause an annual report to be sent to the shareholders not later than 120 days after...
- California Corporations Code Section 3501
(a) The board shall cause a special purpose current report to be sent to the shareholders not later than 45 days following the occurrence of...
- California Corporations Code Section 3502
(a) Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall require a detailing or itemization of every relevant expenditure incurred, or planned...
- California Corporations Code Section 3503
Any officers, directors, employees, or agents of a flexible purpose corporation who do any of the following shall be liable jointly and severally for all...
- California Corporations Code Section 5000
This division shall be known and may be cited as the Nonprofit Corporation Law.
- California Corporations Code Section 5001
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
- California Corporations Code Section section=corp&group=00001-01000&
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- California Corporations Code Section 5001
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
- California Corporations Code Section 5002
Unless the provisions or the context otherwise requires, the general provisions and definitions set forth in this part govern the construction of this part and...
- California Corporations Code Section 5003
(a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part 4 of this division; (2) Corporations expressly...
- California Corporations Code Section 5004
A corporation may be sued as provided in the Code of Civil Procedure.
- California Corporations Code Section 5005
Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
- California Corporations Code Section 5005.1
(a) Except for a liability which may be insured against pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an authorized corporation...
- California Corporations Code Section 5006
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
- California Corporations Code Section 5007
Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corporation, or a foreign business corporation filed pursuant to the provisions of...
- California Corporations Code Section 5008
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part...
- California Corporations Code Section 5008.5
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
- California Corporations Code Section 5008.6
(a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not...
- California Corporations Code Section 5009
Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-, or third-class...
- California Corporations Code Section 5010
If the articles or bylaws provide for more or less than one vote for any membership on any matter, the references in Sections 5033 and...
- California Corporations Code Section 5011
All references in Part 3 (commencing with Section 7110) to the voting of memberships include the voting of securities given voting rights in the articles...
- California Corporations Code Section 5012
All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) to...
- California Corporations Code Section 5013
As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110), "independent...
- California Corporations Code Section 5014
Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means such a vote regardless of limitations or...
- California Corporations Code Section 5015
Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110), or Part...
- California Corporations Code Section 5016
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
- California Corporations Code Section 5030
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
- California Corporations Code Section 5031
A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
- California Corporations Code Section 5032
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
- California Corporations Code Section 5033
"Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section...
- California Corporations Code Section 5034
"Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
- California Corporations Code Section 5035
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
- California Corporations Code Section 5036
(a) Except as provided in subdivision (b) or (c), "authorized number" means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative...
- California Corporations Code Section 5037
"Bylaws" includes amendments thereto and amended bylaws.
- California Corporations Code Section 5038
"Board" means the board of directors of the corporation.
- California Corporations Code Section 5039
"Business corporation" means a corporation as defined in Section 162 of the General Corporation Law.
- California Corporations Code Section 5039.5
The term "chair" includes "chairperson," "chairman," and "chairwoman." All references in this division to "chairman" shall be deemed to refer to "chair."
- California Corporations Code Section 5040
"Chapter" refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110)...
- California Corporations Code Section 5041
"Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
- California Corporations Code Section 5043
"Common shares," as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution...
- California Corporations Code Section 5044
"Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation.
- California Corporations Code Section 5045
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
- California Corporations Code Section 5046
(a) "Corporation" as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b)...
- California Corporations Code Section 5047
Except where otherwise expressly provided, "directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural...
- California Corporations Code Section 5047.5
(a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the efficient...
- California Corporations Code Section 5048
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
- California Corporations Code Section 5049
"Distribution" means the distribution of any gains, profits or dividends to any member as such. As used in this section, "member" means any person who...
- California Corporations Code Section 5050
"Domestic corporation" means a corporation formed under the laws of this state.
- California Corporations Code Section 5051
"Filed," unless otherwise expressly provided, means filed in the office of the Secretary of State.
- California Corporations Code Section 5052
"Foreign business corporation," as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does...
- California Corporations Code Section 5053
"Foreign corporation" means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction's law for the incorporation of nonprofit corporations; except that...
- California Corporations Code Section 5054
"Incentive and benefit plans," as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or...
- California Corporations Code Section 5055
"Liquidating price" or "liquidation preference," as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or...
- California Corporations Code Section 5056
(a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
- California Corporations Code Section 5057
A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this division.
- California Corporations Code Section 5058
"Membership certificate," as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation.
- California Corporations Code Section 5059
"Nonprofit mutual benefit corporation" or "mutual benefit corporation" means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part...
- California Corporations Code Section 5060
"Nonprofit public benefit corporation" or "public benefit corporation" means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part...
- California Corporations Code Section 5061
"Nonprofit religious corporation" or "religious corporation" means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant...
- California Corporations Code Section 5062
"Officer's certificate" means a certificate signed and verified by the chair of the board, the president or any vice president and by the secretary, the...
- California Corporations Code Section 5063
"On the certificate," as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on...
- California Corporations Code Section 5063.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a...
- California Corporations Code Section 5064
A "parent" of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries.
- California Corporations Code Section 5064.5
"Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
- California Corporations Code Section 5065
"Person," in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic...
- California Corporations Code Section 5067
"Preferred shares," as used in Part 3 (commencing with Section 7110), means shares other than common shares.
- California Corporations Code Section 5068
"Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
- California Corporations Code Section 5069
"Proxy" means a written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf...
- California Corporations Code Section 5070
"Proxyholder" means the person or persons to whom a proxy is given.
- California Corporations Code Section 5071
"Shareholder," as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares.
- California Corporations Code Section 5072
"Shares," as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business...
- California Corporations Code Section 5073
(a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation more than 50 percent of the voting power of which...
- California Corporations Code Section 5074
"Surviving corporation" means a corporation into which one or more other corporations are merged.
- California Corporations Code Section 5075
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
- California Corporations Code Section 5076
"Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
- California Corporations Code Section 5077
"Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or subdivision...
- California Corporations Code Section 5078
"Voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not...
- California Corporations Code Section 5079
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code, including an electronic transmission by a corporation that satisfies...
- California Corporations Code Section 5080
"Written ballot" does not include a ballot distributed at a special or regular meeting of members.
- California Corporations Code Section 5110
This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.
- California Corporations Code Section 5111
Subject to any other provisions of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
- California Corporations Code Section 5120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
- California Corporations Code Section 5121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
- California Corporations Code Section 5122
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
- California Corporations Code Section 5130
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
- California Corporations Code Section 5131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- California Corporations Code Section 5132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 5133
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
- California Corporations Code Section 5134
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
- California Corporations Code Section 5140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
- California Corporations Code Section 5141
Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
- California Corporations Code Section 5142
(a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of...
- California Corporations Code Section 5150
(a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the...
- California Corporations Code Section 5151
(a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it may only be changed by an amendment...
- California Corporations Code Section 5152
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
- California Corporations Code Section 5153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
- California Corporations Code Section 5160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
- California Corporations Code Section 5210
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
- California Corporations Code Section 5211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
- California Corporations Code Section 5212
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
- California Corporations Code Section 5213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
- California Corporations Code Section 5214
Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
- California Corporations Code Section 5215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 5220
(a) Except as provided in subdivision (d), directors shall be elected for the terms, not longer than four years, as are fixed in the articles...
- California Corporations Code Section 5221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
- California Corporations Code Section 5222
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50...
- California Corporations Code Section 5223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or...
- California Corporations Code Section 5224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
- California Corporations Code Section 5225
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
- California Corporations Code Section 5226
Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors...
- California Corporations Code Section 5227
(a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be...
- California Corporations Code Section 5230
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
- California Corporations Code Section 5231
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 5232
(a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
- California Corporations Code Section 5233
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a...
- California Corporations Code Section 5234
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its...
- California Corporations Code Section 5235
(a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be...
- California Corporations Code Section 5236
(a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by...
- California Corporations Code Section 5237
(a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
- California Corporations Code Section 5238
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
- California Corporations Code Section 5239
(a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer...
- California Corporations Code Section 5240
(a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation's public or charitable programs...
- California Corporations Code Section 5241
Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper cases to direct or permit a corporation to deviate...
- California Corporations Code Section 5250
A corporation is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain the condition of its affairs...
- California Corporations Code Section 5260
Any other provision of law notwithstanding, every corporation, during any period or periods such corporation is deemed to be a "private foundation" as defined in...
- California Corporations Code Section 5310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
- California Corporations Code Section 5311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
- California Corporations Code Section 5312
No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have...
- California Corporations Code Section 5313
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
- California Corporations Code Section 5320
(a) Subject to Section 5613, and unless otherwise provided in the corporation's articles or bylaws: (1) No member may transfer a membership or any right...
- California Corporations Code Section 5330
A corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.
- California Corporations Code Section 5331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
- California Corporations Code Section 5332
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
- California Corporations Code Section 5340
(a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred,...
- California Corporations Code Section 5341
(a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying the...
- California Corporations Code Section 5342
(a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part...
- California Corporations Code Section 5350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
- California Corporations Code Section 5351
A corporation may levy dues, assessments or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
- California Corporations Code Section 5352
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
- California Corporations Code Section 5353
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
- California Corporations Code Section 5354
A person holding a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid...
- California Corporations Code Section 5410
No corporation shall make any distribution. This section shall not apply to the purchase of a membership in a limited-equity housing cooperative, as defined in...
- California Corporations Code Section 5420
(a) Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the...
- California Corporations Code Section 5510
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with...
- California Corporations Code Section 5511
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
- California Corporations Code Section 5512
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions...
- California Corporations Code Section 5513
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting...
- California Corporations Code Section 5514
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an...
- California Corporations Code Section 5515
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates, or...
- California Corporations Code Section 5516
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
- California Corporations Code Section 5517
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
- California Corporations Code Section 5520
(a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations...
- California Corporations Code Section 5521
A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except...
- California Corporations Code Section 5522
A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for...
- California Corporations Code Section 5523
A corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director...
- California Corporations Code Section 5524
A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment with...
- California Corporations Code Section 5525
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election...
- California Corporations Code Section 5526
Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director...
- California Corporations Code Section 5527
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
- California Corporations Code Section 5610
Except as provided in a corporation's articles or bylaws or Section 5616, each member shall be entitled to one vote on each matter submitted to...
- California Corporations Code Section 5611
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
- California Corporations Code Section 5612
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common,...
- California Corporations Code Section 5613
(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited...
- California Corporations Code Section 5614
A voting agreement or voting trust agreement entered into by a member or members of a corporation shall not be enforced.
- California Corporations Code Section 5615
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
- California Corporations Code Section 5616
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the...
- California Corporations Code Section 5617
(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the...
- California Corporations Code Section 5710
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized...
- California Corporations Code Section 5810
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
- California Corporations Code Section 5811
Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so...
- California Corporations Code Section 5812
(a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by the board and approved by the members (Section...
- California Corporations Code Section 5813
An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by...
- California Corporations Code Section 5813.5
(a) A public benefit corporation may amend its articles to change its status to that of a mutual benefit corporation, a religious corporation, a business...
- California Corporations Code Section 5814
(a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an amendment, the corporation shall file a certificate of amendment,...
- California Corporations Code Section 5815
In the case of amendments adopted by the incorporators under Section 5811, the corporation shall file a certificate of amendment signed and verified by a...
- California Corporations Code Section 5816
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
- California Corporations Code Section 5817
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
- California Corporations Code Section 5818
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term...
- California Corporations Code Section 5819
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
- California Corporations Code Section 5820
(a) Amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the corporation,...
- California Corporations Code Section 5910
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
- California Corporations Code Section 5911
(a) Subject to the provisions of Section 5142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
- California Corporations Code Section 5912
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
- California Corporations Code Section 5913
Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before...
- California Corporations Code Section 5914
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the...
- California Corporations Code Section 5915
Within 60 days of the receipt of the written notice required by Section 5914, the Attorney General shall notify the public benefit corporation in writing...
- California Corporations Code Section 5916
Prior to issuing any written decision referred to in Section 5915, the Attorney General shall conduct one or more public meetings, one of which shall...
- California Corporations Code Section 5917
The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a)...
- California Corporations Code Section 5917.5
The Attorney General shall not consent to a health facility agreement or transaction pursuant to Section 5914 or Section 5920 in which the seller restricts...
- California Corporations Code Section 5918
The Attorney General may adopt regulations implementing this article.
- California Corporations Code Section 5919
(a) Within the time periods designated in Section 5915 and relating to those factors specified in Section 5917, the Attorney General may do the following:...
- California Corporations Code Section 5920
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health care facility, as defined in Section 1250 of...
- California Corporations Code Section 5921
Within 60 days of the receipt of the written notice required by Section 5920, the Attorney General shall notify the nonprofit corporation in writing of...
- California Corporations Code Section 5922
Prior to issuing any written decision referred to in Section 5921, the Attorney General shall conduct one or more public meetings, one of which shall...
- California Corporations Code Section 5923
The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision (a)...
- California Corporations Code Section 5924
(a) Within the time periods designated in Section 5921 and relating to those factors specified in Section 5923, the Attorney General may do the following:...
- California Corporations Code Section 5925
The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
- California Corporations Code Section 5930
(a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be established for...
- California Corporations Code Section 6010
(a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5). However, without the prior...
- California Corporations Code Section 6011
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
- California Corporations Code Section 6012
The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons...
- California Corporations Code Section 6013
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
- California Corporations Code Section 6014
After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012,...
- California Corporations Code Section 6015
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
- California Corporations Code Section 6016
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
- California Corporations Code Section 6017
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
- California Corporations Code Section 6018
(a) Subject to the provisions of Section 6010, the merger of any number of corporations with any number of foreign corporations may be effected if...
- California Corporations Code Section 6019
If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply...
- California Corporations Code Section 6019.1
(a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section...
- California Corporations Code Section 6020
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
- California Corporations Code Section 6020.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
- California Corporations Code Section 6021
Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or foreign...
- California Corporations Code Section 6022
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
- California Corporations Code Section 6110
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
- California Corporations Code Section 6210
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a...
- California Corporations Code Section 6211
(a) An agent designated for service of process pursuant to Section 6210 may file a signed and acknowledged written statement of resignation as that agent....
- California Corporations Code Section 6212
If a natural person who has been designated agent for service of process pursuant to Section 6210 dies or resigns or no longer resides in...
- California Corporations Code Section 6214
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
- California Corporations Code Section 6215
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
- California Corporations Code Section 6216
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter,...
- California Corporations Code Section 6310
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
- California Corporations Code Section 6311
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
- California Corporations Code Section 6312
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
- California Corporations Code Section 6313
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
- California Corporations Code Section 6320
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board and committees...
- California Corporations Code Section 6321
(a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later...
- California Corporations Code Section 6322
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
- California Corporations Code Section 6323
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
- California Corporations Code Section 6324
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of...
- California Corporations Code Section 6325
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
- California Corporations Code Section 6330
(a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
- California Corporations Code Section 6331
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 6330 by the authorized number...
- California Corporations Code Section 6332
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
- California Corporations Code Section 6333
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
- California Corporations Code Section 6334
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
- California Corporations Code Section 6335
Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustrated by (1) any delay by the corporation...
- California Corporations Code Section 6336
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 6330 or Section 6333, the superior...
- California Corporations Code Section 6337
In any action or proceeding under this article, and except as required by Section 6331, if the court finds the failure of the corporation to...
- California Corporations Code Section 6338
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
- California Corporations Code Section 6410
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
- California Corporations Code Section 6510
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
- California Corporations Code Section 6511
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
- California Corporations Code Section 6512
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
- California Corporations Code Section 6513
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
- California Corporations Code Section 6514
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
- California Corporations Code Section 6515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514. (b) When an involuntary proceeding...
- California Corporations Code Section 6516
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
- California Corporations Code Section 6517
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
- California Corporations Code Section 6518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 and the determination that the corporation's...
- California Corporations Code Section 6519
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
- California Corporations Code Section 6610
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by...
- California Corporations Code Section 6611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed...
- California Corporations Code Section 6612
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
- California Corporations Code Section 6613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board...
- California Corporations Code Section 6614
If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation,...
- California Corporations Code Section 6615
(a) When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a...
- California Corporations Code Section 6616
Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board...
- California Corporations Code Section 6617
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the...
- California Corporations Code Section 6618
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this...
- California Corporations Code Section 6710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution...
- California Corporations Code Section 6711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
- California Corporations Code Section 6712
When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or...
- California Corporations Code Section 6713
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
- California Corporations Code Section 6714
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment...
- California Corporations Code Section 6715
After complying with the provisions of Section 6713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
- California Corporations Code Section 6716
After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of a corporation's assets shall be disposed of on...
- California Corporations Code Section 6717
Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property...
- California Corporations Code Section 6718
(a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their...
- California Corporations Code Section 6719
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without...
- California Corporations Code Section 6720
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...
- California Corporations Code Section 6721
(a) In all cases where a corporation has been dissolved, any person to whom assets were distributed upon dissolution may be sued in the corporate...
- California Corporations Code Section 6810
(a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary of State shall provide a notice of that...
- California Corporations Code Section 6811
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
- California Corporations Code Section 6812
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
- California Corporations Code Section 6813
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
- California Corporations Code Section 6814
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation, who knowingly exhibits any false, forged or altered...
- California Corporations Code Section 6815
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 6910
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
- California Corporations Code Section 7110
This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law.
- California Corporations Code Section 7111
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
- California Corporations Code Section 7120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
- California Corporations Code Section 7121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
- California Corporations Code Section 7122
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
- California Corporations Code Section 7122.3
The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the...
- California Corporations Code Section 7130
The articles of incorporation of a corporation formed under this part shall set forth the following: (a) The name of the corporation. (b) (1) Except...
- California Corporations Code Section 7131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- California Corporations Code Section 7132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 7133
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
- California Corporations Code Section 7134
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
- California Corporations Code Section 7135
Nothing in Section 7130 or 7131 or in any provision of the articles of a mutual benefit corporation shall be construed to limit the equitable...
- California Corporations Code Section 7140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
- California Corporations Code Section 7141
Subject to Section 7142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
- California Corporations Code Section 7142
(a) Notwithstanding Section 7141, in the case of a corporation holding assets in charitable trust, any of the following may bring an action to enjoin,...
- California Corporations Code Section 7150
(a) Except as provided in subdivision (c) and Sections 7151, 7220, 7224, 7512, 7613, and 7615, bylaws may be adopted, amended or repealed by the...
- California Corporations Code Section 7151
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
- California Corporations Code Section 7152
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
- California Corporations Code Section 7153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
- California Corporations Code Section 7160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
- California Corporations Code Section 7210
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
- California Corporations Code Section 7211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
- California Corporations Code Section 7212
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
- California Corporations Code Section 7213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
- California Corporations Code Section 7214
Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
- California Corporations Code Section 7215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 7220
(a) Except as provided in subdivision (d), directors shall be elected for such terms, not longer than four years, as are fixed in the articles...
- California Corporations Code Section 7221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
- California Corporations Code Section 7222
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50...
- California Corporations Code Section 7223
(a) The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any...
- California Corporations Code Section 7224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
- California Corporations Code Section 7225
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
- California Corporations Code Section 7230
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
- California Corporations Code Section 7231
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 7231.5
(a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and no cause of action for damages...
- California Corporations Code Section 7232
(a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
- California Corporations Code Section 7233
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign...
- California Corporations Code Section 7234
Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which...
- California Corporations Code Section 7235
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer...
- California Corporations Code Section 7236
(a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
- California Corporations Code Section 7237
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
- California Corporations Code Section 7238
Where a corporation holds assets in charitable trust, the conduct of its directors or of any person performing functions similar to those performed by a...
- California Corporations Code Section 7240
A corporation holding assets in charitable trust is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain...
- California Corporations Code Section 7310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
- California Corporations Code Section 7311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
- California Corporations Code Section 7312
No person may hold more than one membership, and no fractional memberships may be held, except as follows: (a) Two or more persons may have...
- California Corporations Code Section 7313
(a) A corporation may, but is not required to, issue membership certificates. Nothing in this section shall restrict a corporation from issuing identity cards or...
- California Corporations Code Section 7314
(a) A corporation may issue a new membership certificate or a new certificate for any security in the place of any certificate theretofore issued by...
- California Corporations Code Section 7315
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may...
- California Corporations Code Section 7320
Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and...
- California Corporations Code Section 7330
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
- California Corporations Code Section 7331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
- California Corporations Code Section 7332
(a) A corporation may provide in its articles for one or more classes of memberships which are redeemable, in whole or in part, at the...
- California Corporations Code Section 7333
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
- California Corporations Code Section 7340
(a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b)...
- California Corporations Code Section 7341
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements...
- California Corporations Code Section 7350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
- California Corporations Code Section 7351
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
- California Corporations Code Section 7352
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not...
- California Corporations Code Section 7353
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
- California Corporations Code Section 7354
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
- California Corporations Code Section 7410
This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 8510), 16 (commencing with...
- California Corporations Code Section 7411
(a) Except as provided in subdivision (b), no corporation shall make any distribution except upon dissolution. (b) A corporation may, subject to meeting the requirements...
- California Corporations Code Section 7412
Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or the subsidiary making the distribution is, or as a...
- California Corporations Code Section 7413
Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the parent or subsidiary if the articles of the corporation...
- California Corporations Code Section 7414
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership by provision in a corporation's articles or bylaws or agreement...
- California Corporations Code Section 7420
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by...
- California Corporations Code Section 7510
(a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with...
- California Corporations Code Section 7511
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
- California Corporations Code Section 7512
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions...
- California Corporations Code Section 7513
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting...
- California Corporations Code Section 7514
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an...
- California Corporations Code Section 7515
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
- California Corporations Code Section 7516
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
- California Corporations Code Section 7517
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
- California Corporations Code Section 7520
(a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations...
- California Corporations Code Section 7521
A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 7152 or 7153, and except...
- California Corporations Code Section 7522
A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for...
- California Corporations Code Section 7523
Where a corporation with 500 or more members publishes any material soliciting a vote for any nominee for director in any publication owned or controlled...
- California Corporations Code Section 7524
A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment of...
- California Corporations Code Section 7525
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and election...
- California Corporations Code Section 7526
Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director...
- California Corporations Code Section 7527
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
- California Corporations Code Section 7610
Except as provided in a corporation's articles or bylaws or Section 7615, each member shall be entitled to one vote on each matter submitted to...
- California Corporations Code Section 7611
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
- California Corporations Code Section 7612
If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common,...
- California Corporations Code Section 7613
(a) Any member may authorize another person or persons to act by proxy with respect to such membership except that this right may be limited...
- California Corporations Code Section 7614
(a) In advance of any meeting of members, the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
- California Corporations Code Section 7615
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the...
- California Corporations Code Section 7616
(a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the...
- California Corporations Code Section 7710
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized...
- California Corporations Code Section 7810
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
- California Corporations Code Section 7811
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No directors were...
- California Corporations Code Section 7812
(a) Except as provided in this section or Section 7813, amendments may be adopted if approved by the board and approved by the members (Section...
- California Corporations Code Section 7813
An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by...
- California Corporations Code Section 7813.5
(a) A mutual benefit corporation may amend its articles to change its status to that of a public benefit corporation, a religious corporation, a business...
- California Corporations Code Section 7814
(a) Except for amendments adopted by the incorporators pursuant to Section 7811, upon adoption of an amendment, the corporation shall file a certificate of amendment,...
- California Corporations Code Section 7815
In the case of amendments adopted by the incorporators under Section 7811, the corporation shall file a certificate of amendment signed and verified by a...
- California Corporations Code Section 7816
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
- California Corporations Code Section 7817
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
- California Corporations Code Section 7818
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term...
- California Corporations Code Section 7819
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
- California Corporations Code Section 7820
(a) Amendment of the articles of a corporation holding property in charitable trust, pursuant to this chapter, does not, of itself, abrogate any requirement or...
- California Corporations Code Section 7910
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
- California Corporations Code Section 7911
(a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
- California Corporations Code Section 7912
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
- California Corporations Code Section 7913
A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or...
- California Corporations Code Section 7914
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to mutual benefit corporations to the extent provided therein.
- California Corporations Code Section 8010
A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with...
- California Corporations Code Section 8011
The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
- California Corporations Code Section 8011.5
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or...
- California Corporations Code Section 8012
The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other...
- California Corporations Code Section 8013
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
- California Corporations Code Section 8014
After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file...
- California Corporations Code Section 8015
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
- California Corporations Code Section 8016
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
- California Corporations Code Section 8017
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
- California Corporations Code Section 8018
(a) Subject to the provisions of Section 8010, the merger of any number of corporations with any number of foreign corporations, foreign business corporations or...
- California Corporations Code Section 8019
If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (a) Sections 6011, 6012, 6014, and 6015 shall apply...
- California Corporations Code Section 8019.1
(a) Subject to the provisions of Section 8010, any one or more corporations may merge with one or more other business entities (Section 5063.5). One...
- California Corporations Code Section 8020
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
- California Corporations Code Section 8020.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
- California Corporations Code Section 8021
Whenever a domestic or foreign or foreign business corporation or other business entity (Section 5063.5) having any real property in this state merges with another...
- California Corporations Code Section 8022
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
- California Corporations Code Section 8110
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
- California Corporations Code Section 8210
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a...
- California Corporations Code Section 8211
(a) An agent designated for service of process pursuant to Section 8210 may file a signed and acknowledged written statement of resignation as that agent....
- California Corporations Code Section 8212
If a natural person who has been designated agent for service of process pursuant to Section 8210 dies or resigns or no longer resides in...
- California Corporations Code Section 8214
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
- California Corporations Code Section 8215
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
- California Corporations Code Section 8216
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter,...
- California Corporations Code Section 8217
(a) No corporation formed under this part for the sole purpose of operating a single ridesharing vanpool vehicle designed for transporting at least seven persons,...
- California Corporations Code Section 8310
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
- California Corporations Code Section 8311
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
- California Corporations Code Section 8312
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
- California Corporations Code Section 8313
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
- California Corporations Code Section 8320
(a) Each corporation shall keep: (1) Adequate and correct books and records of account: (2) Minutes of the proceedings of its members, board and committees...
- California Corporations Code Section 8321
(a) A corporation shall notify each member yearly of the member's right to receive a financial report pursuant to this subdivision. Except as provided in...
- California Corporations Code Section 8322
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
- California Corporations Code Section 8323
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
- California Corporations Code Section 8324
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of...
- California Corporations Code Section 8325
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
- California Corporations Code Section 8330
(a) Subject to Sections 8331 and 8332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
- California Corporations Code Section 8331
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 8330 by the authorized number...
- California Corporations Code Section 8332
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
- California Corporations Code Section 8333
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
- California Corporations Code Section 8334
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
- California Corporations Code Section 8335
Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustrated by (1) any delay by the corporation...
- California Corporations Code Section 8336
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 8330 or Section 8333, the superior...
- California Corporations Code Section 8337
In any action or proceeding under this article, and except as required by Section 8331, if the court finds the failure of the corporation to...
- California Corporations Code Section 8338
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
- California Corporations Code Section 8410
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
- California Corporations Code Section 8510
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
- California Corporations Code Section 8511
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
- California Corporations Code Section 8512
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
- California Corporations Code Section 8513
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
- California Corporations Code Section 8514
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
- California Corporations Code Section 8515
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 8514. (b) When an involuntary proceeding...
- California Corporations Code Section 8516
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
- California Corporations Code Section 8517
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
- California Corporations Code Section 8518
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 8515 and the determination that the corporation's...
- California Corporations Code Section 8519
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
- California Corporations Code Section 8610
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033), or (2) by...
- California Corporations Code Section 8611
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. A copy of that certificate...
- California Corporations Code Section 8612
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
- California Corporations Code Section 8613
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 8610 by the members, by the board...
- California Corporations Code Section 8614
If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation,...
- California Corporations Code Section 8615
(a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify...
- California Corporations Code Section 8616
Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board...
- California Corporations Code Section 8617
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the...
- California Corporations Code Section 8618
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this...
- California Corporations Code Section 8710
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 8515) and officers after commencement of a dissolution...
- California Corporations Code Section 8711
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 7224.
- California Corporations Code Section 8712
When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or...
- California Corporations Code Section 8713
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
- California Corporations Code Section 8714
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment...
- California Corporations Code Section 8715
After complying with the provisions of Section 8713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
- California Corporations Code Section 8716
After complying with the provisions of Section 8713: (a) Except as provided in Section 8715 those assets held by a corporation in a charitable trust...
- California Corporations Code Section 8717
After complying with the provisions of Section 8713 and except as otherwise provided in Sections 8715 and 8716, assets held by a corporation shall be...
- California Corporations Code Section 8718
Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property...
- California Corporations Code Section 8719
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations...
- California Corporations Code Section 8720
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or...
- California Corporations Code Section 8721
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without...
- California Corporations Code Section 8722
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...
- California Corporations Code Section 8723
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of...
- California Corporations Code Section 8724
Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there...
- California Corporations Code Section 8810
(a) Upon the failure of a corporation to file the statement required by Section 8210, the Secretary of State shall provide a notice of such...
- California Corporations Code Section 8811
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent...
- California Corporations Code Section 8812
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
- California Corporations Code Section 8813
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
- California Corporations Code Section 8814
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
- California Corporations Code Section 8815
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged or altered...
- California Corporations Code Section 8816
Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular...
- California Corporations Code Section 8817
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 8910
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
- California Corporations Code Section 9110
This part shall be known and may be cited as the Nonprofit Religious Corporation Law.
- California Corporations Code Section 9111
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
- California Corporations Code Section 9120
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
- California Corporations Code Section 9121
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
- California Corporations Code Section 9122
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
- California Corporations Code Section 9130
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
- California Corporations Code Section 9131
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- California Corporations Code Section 9132
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 9133
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
- California Corporations Code Section 9134
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
- California Corporations Code Section 9140
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
- California Corporations Code Section 9141
Subject to Section 9142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
- California Corporations Code Section 9142
(a) Notwithstanding Section 9141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of...
- California Corporations Code Section 9143
(a) Notwithstanding any other provision of this part to the contrary, when property, received by a corporation, covered by this part from a person directly...
- California Corporations Code Section 9150
(a) "Bylaws," as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the...
- California Corporations Code Section 9151
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
- California Corporations Code Section 9152
Any corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
- California Corporations Code Section 9153
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
- California Corporations Code Section 9160
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
- California Corporations Code Section 9210
Subject to the provisions of this part and any provision in the articles or bylaws: (a) Each corporation shall have a board of directors. The...
- California Corporations Code Section 9211
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by...
- California Corporations Code Section 9212
(a) Subject to any provision in the articles or bylaws: (i) the board may, by resolution adopted by a majority of the number of directors...
- California Corporations Code Section 9213
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
- California Corporations Code Section 9214
Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in...
- California Corporations Code Section 9215
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 9220
(a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, and resignation of directors. (b) In the absence of any provision...
- California Corporations Code Section 9221
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or...
- California Corporations Code Section 9222
(a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any or all directors may be removed without...
- California Corporations Code Section 9223
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members, remove...
- California Corporations Code Section 9224
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director by the members, vacancies...
- California Corporations Code Section 9226
No director may resign where the corporation would then be left without a duly elected director or directors in charge of its affairs.
- California Corporations Code Section 9230
(a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of this state, and except as the Attorney...
- California Corporations Code Section 9240
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part...
- California Corporations Code Section 9241
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 9242
(a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
- California Corporations Code Section 9243
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a...
- California Corporations Code Section 9244
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its...
- California Corporations Code Section 9245
(a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
- California Corporations Code Section 9246
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
- California Corporations Code Section 9247
(a) There shall be no personal liability for monetary damages to a third party on the part of a volunteer director or volunteer executive officer...
- California Corporations Code Section 9250
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporation's investments, the board shall meet the standards set forth in Section 9241. (b)...
- California Corporations Code Section 9251
Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or permit a corporation to deviate from...
- California Corporations Code Section 9260
Any other provision of law notwithstanding, every corporation, during any period or periods that corporation is deemed to be a "private foundation" as defined in...
- California Corporations Code Section 9310
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it...
- California Corporations Code Section 9311
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
- California Corporations Code Section 9312
No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have...
- California Corporations Code Section 9313
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
- California Corporations Code Section 9320
Subject to Section 9417: (a) No member may transfer for value a membership or any right arising therefrom; and (b) Unless otherwise provided in the...
- California Corporations Code Section 9330
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as authorized by its articles or bylaws.
- California Corporations Code Section 9331
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions, and conditions.
- California Corporations Code Section 9332
(a) A corporation may refer to persons associated with it as "members" even though such persons are not members within the meaning of Section 5056;...
- California Corporations Code Section 9340
(a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred,...
- California Corporations Code Section 9350
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
- California Corporations Code Section 9351
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
- California Corporations Code Section 9352
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
- California Corporations Code Section 9353
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
- California Corporations Code Section 9410
(a) In the absence of a contrary provision in the articles or bylaws, the provisions of this chapter shall apply to any regular or special...
- California Corporations Code Section 9411
(a) Subject to the provisions of this chapter, regular and special meetings of members shall be called, noticed and held as may be ordered by...
- California Corporations Code Section 9412
(a) One-third of the voting power, represented in person, by written ballot, or by proxy, shall constitute a quorum at a meeting of members. If...
- California Corporations Code Section 9413
(a) Any action which may be taken at any regular or special meeting of members may be taken without a meeting if the written ballot...
- California Corporations Code Section 9414
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
- California Corporations Code Section 9415
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate such...
- California Corporations Code Section 9417
(a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited...
- California Corporations Code Section 9418
(a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the...
- California Corporations Code Section 9419
In the absence of fraud, any election, appointment or removal of a director is conclusively presumed valid nine months thereafter if the only defect in...
- California Corporations Code Section 9420
Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent...
- California Corporations Code Section 9421
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in...
- California Corporations Code Section 9510
(a) Each corporation shall keep: (1) Adequate and correct books and records of account. (2) Minutes of the proceedings of its members, board and committees...
- California Corporations Code Section 9511
Except as otherwise provided in the articles or bylaws, a member may inspect and copy the record of all the members' names, addresses and voting...
- California Corporations Code Section 9512
Except as otherwise provided in the articles or bylaws, the accounting books and records and minutes of proceedings of the members and the board and...
- California Corporations Code Section 9513
Every director shall have the right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect...
- California Corporations Code Section 9514
(a) Upon refusal of a lawful demand for inspection under this chapter, the superior court of the proper county, or the county where the books...
- California Corporations Code Section 9610
(a) The provisions of Chapter 4 (commencing with Section 5410) of Part 2 apply to religious corporations except for subdivision (b) of Section 5420. (b)...
- California Corporations Code Section 9620
(a) The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporations except for Section 5813.5, the second sentence of...
- California Corporations Code Section 9621
(a) A religious corporation may amend its articles to change its status to that of (1), a public benefit corporation, by complying with this section...
- California Corporations Code Section 9630
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
- California Corporations Code Section 9631
(a) Subject to the provisions of Section 9142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of...
- California Corporations Code Section 9632
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
- California Corporations Code Section 9633
A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or...
- California Corporations Code Section 9634
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious corporations to the extent provided therein.
- California Corporations Code Section 9640
(a) The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections...
- California Corporations Code Section 9650
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
- California Corporations Code Section 9660
(a) The provisions of Chapter 12 (commencing with Section 6210) of Part 2 apply to religious corporations except for Section 6216. (b) The Attorney General...
- California Corporations Code Section 9670
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
- California Corporations Code Section 9680
(a) Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614,...
- California Corporations Code Section 9690
The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporations. In so providing, the Legislature encourages the criminal courts...
- California Corporations Code Section 9910
As used in Sections 9910 to 9927 of this part: (a) "New public benefit, mutual benefit and religious corporation law" means Part 1 (commencing with...
- California Corporations Code Section 9911
(a) The new public benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 2 of this...
- California Corporations Code Section 9912
(a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some other specific statutory provision) to the prior nonprofit...
- California Corporations Code Section 9913
(a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relating to the contents of articles of incorporation do...
- California Corporations Code Section 9914
Section 5140 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, and Section 7140 of the...
- California Corporations Code Section 9915
(a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subject corporations governed by the public benefit corporation...
- California Corporations Code Section 9916
Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a)...
- California Corporations Code Section 9916.5
Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit public benefit corporation law and subdivisions (a) and (d) of...
- California Corporations Code Section 9917
Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246...
- California Corporations Code Section 9918
Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates...
- California Corporations Code Section 9920
(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply...
- California Corporations Code Section 9921
Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit...
- California Corporations Code Section 9922
Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or...
- California Corporations Code Section 9923
Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution...
- California Corporations Code Section 9924
Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding...
- California Corporations Code Section 9925
When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of...
- California Corporations Code Section 9926
Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not...
- California Corporations Code Section 9927
If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to...
- California Corporations Code Section 9928
(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect...
- California Corporations Code Section 10000
The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before...
- California Corporations Code Section 10001
Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this...
- California Corporations Code Section 10002
A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society,...
- California Corporations Code Section 10003
The articles of incorporation shall state: (a) The name of the corporation. (b) That the officer forming the corporation is duly authorized by the rules,...
- California Corporations Code Section 10004
The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with...
- California Corporations Code Section 10005
The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted...
- California Corporations Code Section 10007
Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever. (b) Contract in...
- California Corporations Code Section 10008
Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof. During the period of any such vacancy,...
- California Corporations Code Section 10009
Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to...
- California Corporations Code Section 10010
The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of...
- California Corporations Code Section 10012
A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed,...
- California Corporations Code Section 10013
The declaration of dissolution shall set forth all of the following: (a) The name of the corporation. (b) The reason for its dissolution or winding...
- California Corporations Code Section 10014
The declaration shall be submitted to the Secretary of State for filing in his office. If it conforms to law he shall file it and...
- California Corporations Code Section 10015
After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed...
- California Corporations Code Section 10200
Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 in effect on December 31, 1979, is subject to and...
- California Corporations Code Section 10250
(a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (commencing with Section 10000) of this division or...
- California Corporations Code Section 10251
(a) "Educational institution," as used in this section, means any nonprofit corporation organized under Chapter 4 (commencing with Section 94400) or Chapter 7 (commencing with...
- California Corporations Code Section 10400
Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110)) by...
- California Corporations Code Section 10403
Every such corporation may take by gift, purchase, devise, or bequest, any property, real or personal, and hold it or dispose thereof at its pleasure;...
- California Corporations Code Section 10404
Any such corporation, or humane officer thereof, may proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of...
- California Corporations Code Section 10405
All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corporation, its officers, members, and agents, in the enforcement of...
- California Corporations Code Section 10406
This part applies to all corporations for the prevention of cruelty to animals, whether formed prior to or after May 20, 1905, but does not...
- California Corporations Code Section 10700
As used in this part, "public agency" includes every port district, river port district, municipal port district, harbor district, harbor improvement district, joint harbor improvement...
- California Corporations Code Section 10701
Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public...
- California Corporations Code Section 10702
For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency...
- California Corporations Code Section 10703
If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of...
- California Corporations Code Section 10810
A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division for the...
- California Corporations Code Section 10811
Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of the costs of refractions or eye appliances shall offer...
- California Corporations Code Section 10812
The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after January 1, 1980, under Part 2 or Part...
- California Corporations Code Section 10820
(a) "Health care service plan," as used in this section means a corporation which is a health care service plan defined in the Knox-Keene Health...
- California Corporations Code Section 10821
Notwithstanding any other provision of this division, as to a health care service plan which is formed under or subject to Part 2 (commencing with...
- California Corporations Code Section 10830
A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division for the purposes of administering a system or systems...
- California Corporations Code Section 10831
The provisions of this article apply to corporations formed on or after January 1, 1980, under Part 3 of this division and pursuant to this...
- California Corporations Code Section 10840
(a) "Hospital service plan," as used in this section means a corporation which is a nonprofit hospital service plan defined in Chapter 11a (commencing with...
- California Corporations Code Section 10841
Notwithstanding any other provision of this division, as to a hospital service plan which is formed under or subject to Part 2 (commencing with Section...
- California Corporations Code Section 12000
Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be...
- California Corporations Code Section 12200
This part shall be known as the Consumer Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of consumer...
- California Corporations Code Section 12201
Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
- California Corporations Code Section 12202
(a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in...
- California Corporations Code Section 12203
Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part.
- California Corporations Code Section 12210
A corporation may be sued as provided in the Code of Civil Procedure.
- California Corporations Code Section 12211
Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
- California Corporations Code Section 12212
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
- California Corporations Code Section 12213
Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact contained...
- California Corporations Code Section 12214
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be...
- California Corporations Code Section 12214.5
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
- California Corporations Code Section 12214.6
(a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement...
- California Corporations Code Section 12215
Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is...
- California Corporations Code Section 12216
If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority...
- California Corporations Code Section 12217
All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis...
- California Corporations Code Section 12218
As used in this part, "independent accountant" means a certified public accountant or public accountant who is independent of the corporation as determined in accordance...
- California Corporations Code Section 12219
Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by...
- California Corporations Code Section 12220
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
- California Corporations Code Section 12221
"Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
- California Corporations Code Section 12222
"Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
- California Corporations Code Section 12223
"Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 12463) of...
- California Corporations Code Section 12224
"Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
- California Corporations Code Section 12225
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
- California Corporations Code Section 12226
"Bylaws" includes amendments thereto and amended bylaws.
- California Corporations Code Section 12227
"Board" means the board of directors of the corporation.
- California Corporations Code Section 12228
"Business corporation" means a corporation as defined in Section 162 of the General Corporation Law.
- California Corporations Code Section 12228.5
The term "chair" includes "chairperson," "chairman," and "chairwoman." For the purposes of this part, all references to "chairman" shall be deemed to refer to "chair."
- California Corporations Code Section 12229
"Chapter" refers to a chapter of this part unless otherwise expressly stated.
- California Corporations Code Section 12230
"Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
- California Corporations Code Section 12231
"Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation.
- California Corporations Code Section 12232
"Corporation" as used in this part means a corporation which is organized under, or subject to this part, including a central organization.
- California Corporations Code Section 12233
"Directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed...
- California Corporations Code Section 12234
"Disappearing corporation" means a constituent corporation which is not the surviving corporation.
- California Corporations Code Section 12235
"Distribution" means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.
- California Corporations Code Section 12236
"Domestic corporation" means a corporation formed under the laws of this state.
- California Corporations Code Section 12237
"Foreign corporation" means a foreign corporation as defined in Section 171.
- California Corporations Code Section 12238
(a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
- California Corporations Code Section 12239
A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this part.
- California Corporations Code Section 12240
"Membership certificate," as used in this part, means a document evidencing a proprietary interest in a corporation.
- California Corporations Code Section 12241
"Officers' certificate" means a certificate signed and verified by the chair of the board, the president, or any vice president, and by the secretary, the...
- California Corporations Code Section 12242
"On the certificate," as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with...
- California Corporations Code Section 12242.5
"Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a...
- California Corporations Code Section 12242.6
"Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
- California Corporations Code Section 12243
If the corporation is organized to provide goods or services to its members, the corporation's "patrons" are those who purchase those types of goods from,...
- California Corporations Code Section 12244
"Patronage distribution" means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron's patronage of...
- California Corporations Code Section 12245
"Person," unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership, domestic or...
- California Corporations Code Section 12246
"Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
- California Corporations Code Section 12247
"Shareholder" shall have the same meaning as "member" as defined in Section 12238.
- California Corporations Code Section 12248
"Share certificate" shall have the same meaning as "membership certificate" as defined in Section 12240.
- California Corporations Code Section 12249
"Surviving corporation" means a corporation into which one or more other corporations are merged.
- California Corporations Code Section 12250
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
- California Corporations Code Section 12251
"Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
- California Corporations Code Section 12252
"Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to...
- California Corporations Code Section 12253
"Voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not...
- California Corporations Code Section 12254
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code.
- California Corporations Code Section 12255
"Written ballot" does not include a ballot distributed at a special or regular meeting of members.
- California Corporations Code Section 12256
A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part.
- California Corporations Code Section 12300
(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) Where initial directors are named...
- California Corporations Code Section 12301
(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
- California Corporations Code Section 12302
(a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
- California Corporations Code Section 12302.1
The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the...
- California Corporations Code Section 12310
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
- California Corporations Code Section 12311
(a) The names of all corporations formed under this part shall include "cooperative." No corporation shall be formed under this part unless there is affixed...
- California Corporations Code Section 12312
The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- California Corporations Code Section 12313
(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
- California Corporations Code Section 12314
The articles of incorporation of a central organization, as defined in Section 12256, organized under or subject to this part may provide for unequal voting...
- California Corporations Code Section 12315
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
- California Corporations Code Section 12316
If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization...
- California Corporations Code Section 12320
Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a...
- California Corporations Code Section 12321
(a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner...
- California Corporations Code Section 12330
(a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board...
- California Corporations Code Section 12331
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
- California Corporations Code Section 12332
A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
- California Corporations Code Section 12333
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
- California Corporations Code Section 12340
Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date,...
- California Corporations Code Section 12350
Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to...
- California Corporations Code Section 12351
(a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board...
- California Corporations Code Section 12352
(a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create...
- California Corporations Code Section 12353
(a) A corporation shall have a chair of the board, who may be given the title chair of the board, chairperson of the board, chairman...
- California Corporations Code Section 12354
Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any...
- California Corporations Code Section 12355
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 12360
(a) Except as provided in subdivision (d), directors shall be elected for such terms, not longer than four years, as are fixed in the articles...
- California Corporations Code Section 12361
The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of...
- California Corporations Code Section 12362
(a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In...
- California Corporations Code Section 12363
The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from...
- California Corporations Code Section 12364
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
- California Corporations Code Section 12355
The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
- California Corporations Code Section 12370
Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation.
- California Corporations Code Section 12371
(a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 12372
(a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b)...
- California Corporations Code Section 12373
(a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any domestic or foreign...
- California Corporations Code Section 12374
Interested or common directors may be counted in determining the presence of a quorum at a meeting of the board or a committee thereof which...
- California Corporations Code Section 12375
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or guarantee the obligation of, any director or officer...
- California Corporations Code Section 12376
(a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the following corporate actions are jointly and severally liable...
- California Corporations Code Section 12377
(a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
- California Corporations Code Section 12400
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the
- California Corporations Code Section 12401
(a) A corporation may issue, but is not required to issue, membership certificates. In the event that membership certificates are issued, the certificates shall state...
- California Corporations Code Section 12402
(a) A corporation may issue a new membership certificate in the place of any certificate theretofore issued by it, alleged to have been lost, stolen...
- California Corporations Code Section 12403
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any person to membership. (b) A corporation may...
- California Corporations Code Section 12404
Except as permitted in Section 12314, the voting power of members having voting rights shall be equal.
- California Corporations Code Section 12405
There shall be no voting by proxy.
- California Corporations Code Section 12410
(a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any right arising therefrom; and (2) Subject to the...
- California Corporations Code Section 12420
A corporation may issue memberships having different rights, privileges, preferences, restrictions, or conditions, as provided in its articles or bylaws.
- California Corporations Code Section 12421
Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
- California Corporations Code Section 12422
(a) Unless the corporation's articles or bylaws so provide, memberships are not redeemable. A corporation may provide in its articles for one or more classes...
- California Corporations Code Section 12430
(a) A member may resign from membership at any time, although the articles or bylaws may require reasonable notice before the resignation is effective. (b)...
- California Corporations Code Section 12431
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or suspended, except according to procedures satisfying the requirements...
- California Corporations Code Section 12440
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is...
- California Corporations Code Section 12441
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may...
- California Corporations Code Section 12442
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not...
- California Corporations Code Section 12443
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to...
- California Corporations Code Section 12444
Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter,...
- California Corporations Code Section 12445
The articles or bylaws shall prescribe: (a) The manner of determining each member's share of the capital of the corporation contributed by the members and,...
- California Corporations Code Section 12446
(a) Subject to the provisions of subdivision (b), the provisions of Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of the...
- California Corporations Code Section 12450
This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing with...
- California Corporations Code Section 12451
Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.
- California Corporations Code Section 12452
A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.
- California Corporations Code Section 12453
Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the...
- California Corporations Code Section 12454
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a...
- California Corporations Code Section 12455
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribution, including a payment in redemption of a membership, prohibited by...
- California Corporations Code Section 12460
(a) Meetings of members may be held at a place within or without this state that is stated in or fixed in accordance with the...
- California Corporations Code Section 12461
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less...
- California Corporations Code Section 12462
(a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitute a quorum at a meeting of members, but,...
- California Corporations Code Section 12463
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws any action which may be taken at any regular or special meeting...
- California Corporations Code Section 12464
(a) Any form of written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on...
- California Corporations Code Section 12465
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates or...
- California Corporations Code Section 12466
(a) If the name signed on a ballot, consent or waiver corresponds to the name of a member, the corporation if acting in good faith...
- California Corporations Code Section 12470
As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and operations of...
- California Corporations Code Section 12473
Where a corporation distributes any material soliciting a vote for any nominee for director in any publication owned or controlled by the corporation, it shall...
- California Corporations Code Section 12474
Upon written request by any nominee for election to the board and the payment of the reasonable costs of mailing (including postage), a corporation shall...
- California Corporations Code Section 12475
(a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, otherwise required to be published or mailed on behalf...
- California Corporations Code Section 12476
Without authorization of the board, no corporation funds may be expended to support a nominee for director after there are more people nominated for director...
- California Corporations Code Section 12477
An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,...
- California Corporations Code Section 12480
Except as provided in Sections 12314 and 12484, each member entitled to vote shall be entitled to one vote on each matter submitted to a...
- California Corporations Code Section 12481
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for...
- California Corporations Code Section 12482
Unless otherwise provided in the articles or bylaws, if a membership stands of record in the names of two or more persons, whether fiduciaries, members...
- California Corporations Code Section 12483
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
- California Corporations Code Section 12484
(a) Except in the case of a central organization, cumulative voting shall not be permitted. In the case of a central organization, if the articles...
- California Corporations Code Section 12485
(a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the...
- California Corporations Code Section 12490
(a) Subdivisions (c) through (f) notwithstanding, no motion to require security shall be granted in an action brought by the lesser of 100 members or...
- California Corporations Code Section 12500
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
- California Corporations Code Section 12501
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators so long as: (a) No directors were...
- California Corporations Code Section 12502
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by the board and approved by the members before...
- California Corporations Code Section 12503
An amendment must also be approved by the members (Section 12224) of a class, whether or not such class is entitled to vote thereon by...
- California Corporations Code Section 12504
(a) A corporation may amend its articles to change its status to that of a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, a...
- California Corporations Code Section 12505
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers' certificate stating: (1) The wording...
- California Corporations Code Section 12506
In the case of amendments adopted by the incorporators under Section 12501, the corporation shall file a certificate of amendment signed and verified by a...
- California Corporations Code Section 12507
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating...
- California Corporations Code Section 12508
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of...
- California Corporations Code Section 12509
A corporation formed for a limited period may at any time subject to the expiration of the term of its corporate existence, extend the term...
- California Corporations Code Section 12510
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate entitled "Restated Articles...
- California Corporations Code Section 12520
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
- California Corporations Code Section 12521
(a) A corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are:...
- California Corporations Code Section 12522
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
- California Corporations Code Section 12530
Any corporation may merge with another domestic corporation, foreign corporation, or other business entity (Section 12242.5). However, a merger with a public benefit corporation or...
- California Corporations Code Section 12531
The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
- California Corporations Code Section 12532
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or...
- California Corporations Code Section 12533
(a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge....
- California Corporations Code Section 12534
Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
- California Corporations Code Section 12535
After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of...
- California Corporations Code Section 12536
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any...
- California Corporations Code Section 12537
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
- California Corporations Code Section 12538
A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
- California Corporations Code Section 12539
(a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business corporations, or...
- California Corporations Code Section 12540
If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533, 12535,...
- California Corporations Code Section 12540.1
(a) Any one or more corporations may merge with one or more other business entities (Section 12242.5). Subject to the provisions of Section 12530, one...
- California Corporations Code Section 12550
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger...
- California Corporations Code Section 12550.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
- California Corporations Code Section 12551
Whenever a domestic or foreign corporation or other business entity (Section 12242.5) having any real property in this state merges with another domestic or foreign...
- California Corporations Code Section 12552
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent...
- California Corporations Code Section 12560
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations...
- California Corporations Code Section 12570
(a) Every corporation shall, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period in each year,...
- California Corporations Code Section 12571
(a) An agent designated for service of process pursuant to Section 12570 may file a signed and acknowledged written statement of resignation as that agent....
- California Corporations Code Section 12572
If a natural person who has been designated agent for service of process pursuant to Section 12570 dies or resigns or no longer resides in...
- California Corporations Code Section 12574
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the...
- California Corporations Code Section 12575
Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
- California Corporations Code Section 12576
The Attorney General, upon complaint of a member, director, or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter...
- California Corporations Code Section 12580
If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
- California Corporations Code Section 12581
Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy...
- California Corporations Code Section 12582
Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
- California Corporations Code Section 12583
The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
- California Corporations Code Section 12590
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board, and committees...
- California Corporations Code Section 12591
(a) A corporation shall notify each member yearly of the member's right to receive a financial report pursuant to this subdivision. Except as provided in...
- California Corporations Code Section 12592
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any transaction or...
- California Corporations Code Section 12593
(a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by...
- California Corporations Code Section 12594
For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from...
- California Corporations Code Section 12600
(a) Subject to Sections 12601 and 12602 and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or...
- California Corporations Code Section 12601
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded by a member or members under Section...
- California Corporations Code Section 12602
(a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in...
- California Corporations Code Section 12603
The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection...
- California Corporations Code Section 12604
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
- California Corporations Code Section 12605
Where the proper purpose of the person or persons making a demand pursuant to Section 12600 is frustrated by (a) any delay by the corporation...
- California Corporations Code Section 12606
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 12600 or Section 12603, the superior...
- California Corporations Code Section 12607
In any action or proceeding under this article, and except as required by Section 12601, if the court finds the failure of the corporation to...
- California Corporations Code Section 12608
(a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or...
- California Corporations Code Section 12610
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
- California Corporations Code Section 12620
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in...
- California Corporations Code Section 12621
(a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the...
- California Corporations Code Section 12622
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of...
- California Corporations Code Section 12623
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
- California Corporations Code Section 12624
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
- California Corporations Code Section 12625
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 12624. (b) When an involuntary proceeding...
- California Corporations Code Section 12626
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
- California Corporations Code Section 12627
(a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
- California Corporations Code Section 12628
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 12625 and the determination that the corporation's...
- California Corporations Code Section 12629
Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a court, a copy of the order, decree or judgment,...
- California Corporations Code Section 12630
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 12223) or (2) by...
- California Corporations Code Section 12631
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed. (b) The certificate shall be...
- California Corporations Code Section 12632
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant...
- California Corporations Code Section 12633
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 12630 by the members or by the...
- California Corporations Code Section 12634
If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation,...
- California Corporations Code Section 12635
(a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify...
- California Corporations Code Section 12636
Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board...
- California Corporations Code Section 12637
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the...
- California Corporations Code Section 12637
(a) A corporation in the process of winding up may dispose of the known claims against it by following the procedure described in this section....
- California Corporations Code Section 12650
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 12625) and officers after commencement of a dissolution...
- California Corporations Code Section 12651
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 12364.
- California Corporations Code Section 12652
When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or...
- California Corporations Code Section 12653
(a) After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided...
- California Corporations Code Section 12654
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment...
- California Corporations Code Section 12655
After complying with the provisions of Section 12653 assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which condition has...
- California Corporations Code Section 12656
After complying with the provisions of Section 12653 and except as otherwise provided in Section 12655, assets held by a corporation shall be disposed of...
- California Corporations Code Section 12657
Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if...
- California Corporations Code Section 12658
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a plan of distribution of the memberships, obligations,...
- California Corporations Code Section 12659
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or...
- California Corporations Code Section 12660
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without...
- California Corporations Code Section 12661
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...
- California Corporations Code Section 12662
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of...
- California Corporations Code Section 12663
Without the approval of 100 percent of the members, any contrary provision in this part or the articles or bylaws notwithstanding, so long as there...
- California Corporations Code Section 12670
(a) Upon the failure of a corporation to file the statement required by Section 12570, the Secretary of State shall provide a notice of that...
- California Corporations Code Section 12671
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents to the issuance of memberships or membership certificates with intent...
- California Corporations Code Section 12672
Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with...
- California Corporations Code Section 12673
(a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either...
- California Corporations Code Section 12674
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in payment...
- California Corporations Code Section 12675
Every director, officer or agent of any corporation, or any person proposing to organize such a corporation who knowingly exhibits any false, forged, or altered...
- California Corporations Code Section 12676
Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular...
- California Corporations Code Section 12677
Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 12678
Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be enjoined from carrying on business outside of the purpose...
- California Corporations Code Section 12679
Any person violating Section 12311, and any corporation carrying on business outside the purpose for which it was formed, is guilty of a misdemeanor punishable...
- California Corporations Code Section 12680
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for...
- California Corporations Code Section 12690
As used in Sections 12690 to 12704, inclusive, of this part: (a) "New law" means Part 2 (commencing with Section 12200) of Division 3 of...
- California Corporations Code Section 12691
(a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, under Part 2 (commencing with Section 12200)...
- California Corporations Code Section 12692
(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject...
- California Corporations Code Section 12693
Section 12320 of the new law shall apply to subject corporations, but any statement in the articles of these corporations prior to an amendment thereof...
- California Corporations Code Section 12694
Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasurer of these corporations shall be deemed to be...
- California Corporations Code Section 12695
Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based occurred before...
- California Corporations Code Section 12696
(a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Section 12480) of the new law shall apply to any...
- California Corporations Code Section 12697
Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with respect to a subject corporation. The prior...
- California Corporations Code Section 12698
Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new law shall apply to transactions consummated by a subject...
- California Corporations Code Section 12699
Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new law shall apply to acts for involuntary dissolution of...
- California Corporations Code Section 12700
Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new law shall apply to any voluntary dissolution proceeding initiated...
- California Corporations Code Section 12701
When any corporate agent has been designated for service of process prior to January 1, 1984, and such designation of an agent included a name...
- California Corporations Code Section 12702
Any subject corporation that existed on the first day of January 1873, was formed under the laws of this state, and which has not already...
- California Corporations Code Section 12704
If the corporate rights, privileges, and powers of a subject corporation have been suspended and are still suspended immediately prior to January 1, 1984 pursuant...
- California Corporations Code Section 13200
This part shall be known as "the Fish Marketing Act."
- California Corporations Code Section 13201
This part is enacted in order to promote, foster, and encourage the intelligent and orderly marketing of fish and fishery products through cooperation; to eliminate...
- California Corporations Code Section 13202
As used in this part: (a) "Fishery products" includes fish, crustaceans, mollusks, and marine products for human consumption. (b) "Member" includes members of associations without...
- California Corporations Code Section 13203
Associations shall be deemed "nonprofit," inasmuch as they are not organized to make profit for themselves, as such, or for their members, as such, but...
- California Corporations Code Section 13204
The provisions of the General Corporation Law and all powers and rights thereunder, apply to associations, except where such provisions are in conflict with or...
- California Corporations Code Section 13205
No association is subject in any manner to the terms of the Corporate Securities Law and all associations may issue their membership certificates or stock...
- California Corporations Code Section 13206
An association shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an illegal monopoly; nor an attempt to...
- California Corporations Code Section 13207
Any provisions of law which are in conflict with this part shall not be construed as applying to associations. Any exemptions under any laws applying...
- California Corporations Code Section 13208
Any two or more associations may be merged into one such constituent association or consolidated into a new association. Such merger or consolidation shall be...
- California Corporations Code Section 13220
Five or more persons, a majority of whom are residents of this State, engaged in the production of fishery products, may form an association, with...
- California Corporations Code Section 13225
Articles of incorporation shall be signed, acknowledged, and filed in the manner prescribed by the General Corporation Law for domestic corporations.
- California Corporations Code Section 13226
The articles of incorporation shall state: (a) The name of the association. (b) The purposes for which it is formed. (c) The county where the...
- California Corporations Code Section 13227
If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares...
- California Corporations Code Section 13228
If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of...
- California Corporations Code Section 13229
If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each...
- California Corporations Code Section 13230
The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed by the General Corporation Law...
- California Corporations Code Section 13240
Each association shall within 30 days after its incorporation, adopt for its government and management, a code of by-laws, not inconsistent with this part. A...
- California Corporations Code Section 13241
The by-laws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the...
- California Corporations Code Section 13242
The by-laws may provide: (a) The number of members constituting a quorum. (b) The right of members to vote by proxy or by mail or...
- California Corporations Code Section 13243
The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and...
- California Corporations Code Section 13244
The by-laws may provide: (a) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock....
- California Corporations Code Section 13245
The by-laws may provide for the time, place, and manner of calling and conducting meetings of the association.
- California Corporations Code Section 13246
The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from...
- California Corporations Code Section 13247
The by-laws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected...
- California Corporations Code Section 13248
The by-laws may provide that primary elections shall be held to nominate directors. Where the by-laws provide that the territory in which the association has...
- California Corporations Code Section 13249
The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by...
- California Corporations Code Section 13250
The by-laws may provide that directors shall be elected for terms of from one to five years; provided, that at each annual election the same...
- California Corporations Code Section 13251
The by-laws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject...
- California Corporations Code Section 13275
The affairs of the association shall be managed by a board of not less than three directors, elected by the members from their own number.
- California Corporations Code Section 13276
Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided...
- California Corporations Code Section 13277
When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote,...
- California Corporations Code Section 13278
The directors shall elect from their number a president and one or more vice presidents. They shall also elect a secretary and a treasurer, who...
- California Corporations Code Section 13279
An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of...
- California Corporations Code Section 13290
Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition...
- California Corporations Code Section 13291
Except as provided in Section 13293, the removal shall be voted upon at the next regular or special meeting of the association and, by a...
- California Corporations Code Section 13292
The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall...
- California Corporations Code Section 13293
If the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be...
- California Corporations Code Section 13300
(a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, or issue common stock to, only such persons as...
- California Corporations Code Section 13301
When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership.
- California Corporations Code Section 13302
No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his...
- California Corporations Code Section 13303
Meetings of members shall be held at the place as provided in the by-laws; and if no provision is made, in the city where the...
- California Corporations Code Section 13304
In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty, the board of directors shall equitably...
- California Corporations Code Section 13310
No association shall issue a certificate for stock to a member until it has been fully paid for. The promissory notes of the members may...
- California Corporations Code Section 13311
One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
- California Corporations Code Section 13312
There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the production of the...
- California Corporations Code Section 13313
Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.
- California Corporations Code Section 13314
If an association issues nonpar value stock the issuance of such stock shall be governed by the terms of the General Corporation Law covering the...
- California Corporations Code Section 13315
An association may, at any time, as specified in the by-laws, except when the debts of the association exceed 50 percent of its assets, buy...
- California Corporations Code Section 13316
Whenever an association, organized with preferred shares of stock, purchases the stock or any property, or any interest in any property of any person, it...
- California Corporations Code Section 13325
An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization...
- California Corporations Code Section 13326
An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
- California Corporations Code Section 13327
An association may act as the agent or representative of any member or members in any of the two next preceding sections.
- California Corporations Code Section 13328
An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the by-laws.
- California Corporations Code Section 13329
An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends...
- California Corporations Code Section 13330
An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the...
- California Corporations Code Section 13331
An association may levy assessments in the manner and in the amount provided in its by-laws.
- California Corporations Code Section 13332
An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of...
- California Corporations Code Section 13333
An association may use or employ any of its facilities for any purpose; provided, the proceeds arising from such use and employment go to reduce...
- California Corporations Code Section 13334
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations,...
- California Corporations Code Section 13335
Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and...
- California Corporations Code Section 13350
An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years,...
- California Corporations Code Section 13351
If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for...
- California Corporations Code Section 13352
The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and...
- California Corporations Code Section 13353
The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of...
- California Corporations Code Section 13354
In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction...
- California Corporations Code Section 13355
In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery...
- California Corporations Code Section 13356
A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member,...
- California Corporations Code Section 13400
This part shall be known and may be cited as the "Moscone-Knox Professional Corporation Act."
- California Corporations Code Section 13401
As used in this part: (a) "Professional services" means any type of professional services that may be lawfully rendered only pursuant to a license, certification,...
- California Corporations Code Section 13401.3
As used in this part, "professional services" also means any type of professional services that may be lawfully rendered only pursuant to a license, certification,...
- California Corporations Code Section 13401.5
Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licensed persons may be shareholders, officers, directors, or professional employees of...
- California Corporations Code Section 13402
(a) This part shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to...
- California Corporations Code Section 13403
The provisions of the General Corporation Law shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions...
- California Corporations Code Section 13404
A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Section 13406 for the purposes of qualifying as a...
- California Corporations Code Section 13404.5
(a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate business in this state in accordance with Chapter 21 (commencing with...
- California Corporations Code Section 13405
(a) Subject to the provisions of Section 13404, a professional corporation may lawfully render professional services in this state, but only through employees who are...
- California Corporations Code Section 13406
(a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or...
- California Corporations Code Section 13407
Shares in a professional corporation or a foreign professional corporation qualified to render professional services in this state may be transferred only to a licensed...
- California Corporations Code Section 13408
The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation or a foreign professional corporation qualified...
- California Corporations Code Section 13408.5
No professional corporation may be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting, kickbacks,...
- California Corporations Code Section 13409
(a) A professional corporation may adopt any name permitted by a law expressly applicable to the profession in which such corporation is engaged or by...
- California Corporations Code Section 13410
(a) A professional corporation or a foreign professional corporation qualified to render professional services in this state shall be subject to the applicable rules and...
- California Corporations Code Section 14000
This chapter shall be known and may be cited as the "California Small Business Financial Development Corporation Law."
- California Corporations Code Section 14001
The Legislature finds that: (a) Unemployment in California is a matter of statewide concern requiring concerted public and private action to develop employment opportunities for...
- California Corporations Code Section 14002
It is the intention of the Legislature in enacting this part to promote the economic development of small businesses by making available capital, general management...
- California Corporations Code Section 14003
If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions...
- California Corporations Code Section 14010
Unless the context otherwise requires, the definitions in this section govern the construction of this part. (a) "Corporation" or "the corporation" means any nonprofit California...
- California Corporations Code Section 14020
There is in the agency the California Small Business Board.
- California Corporations Code Section 14021
The board consists of the following membership: (a) The Secretary of Business, Transportation and Housing or his or her designee. (b) Six members appointed by...
- California Corporations Code Section 14022
The board shall do each of the following: (a) Advise the director on matters regarding this part. (b) Select a vice chairperson of the board...
- California Corporations Code Section 14023
The public members of the board may, at the discretion of the agency, be reimbursed per diem and travel expenses pursuant to state law.
- California Corporations Code Section 14024
The agency shall adopt regulations concerning the implementation of this chapter and direct lending as emergency regulations in accordance with Chapter 3.5 (commencing with Section...
- California Corporations Code Section 14025
The director shall do all of the following: (a) Administer this part. (b) In accordance with program resources, stimulate the formation of corporations and the...
- California Corporations Code Section 14026
The director, following notification to the secretary, may do all of the following: (a) Contract for services entered into pursuant to this chapter. (b) Hold...
- California Corporations Code Section 14027
The director shall have the accounts of each corporation formed under this part audited as of the close of business on June 30, of each...
- California Corporations Code Section 14028
(a) Upon a finding by the director that irreparable harm may occur if guarantee authority is not temporarily withdrawn from a corporation, the director may...
- California Corporations Code Section 14030
(a) There is hereby created in the State Treasury the California Small Business Expansion Fund. All or a portion of the funds in the expansion...
- California Corporations Code Section 14030
(a) There is hereby created in the State Treasury the California Small Business Expansion Fund. All or a portion of the funds in the expansion...
- California Corporations Code Section 14030.1
(a) There is hereby created in the State Treasury the Small Business Disaster Recovery Loan Loss Reserve Account, as part of the expansion fund. This...
- California Corporations Code Section 14030.2
(a) The director may establish accounts within the expansion fund for loan guarantees and surety bond guarantees, including loan loss reserves. Each account is a...
- California Corporations Code Section 14032
All money deposited in the expansion fund is hereby continuously appropriated, without regard to fiscal years, for the purposes of this article.
- California Corporations Code Section 14033
The state shall not be liable or obligated in any way beyond the state money which is allocated in the expansion fund from moneys from...
- California Corporations Code Section 14034
(a) The director at his or her discretion, with the approval of the Director of Finance, may request the trustee to invest those funds in...
- California Corporations Code Section 14036
The expansion fund and trust fund are created solely for the purpose of receiving state, federal, or local government money, and other public or private...
- California Corporations Code Section 14037
(a) The state shall not be liable or obligated in any way beyond the state money that is allocated and deposited in the trust fund...
- California Corporations Code Section 14037
(a) The state shall not be liable or obligated in any way beyond the state money that is allocated and deposited in the trust fund...
- California Corporations Code Section 14037.5
The Director of Finance, with the approval of the Governor, may transfer moneys in the Special Fund for Economic Uncertainties to the Small Business Expansion...
- California Corporations Code Section 14037.7
Within 60 days of the conclusion of the period for guaranteeing loans under any small business disaster loan guarantee program conducted for a disaster as...
- California Corporations Code Section 14038
(a) The funds in the expansion fund shall be paid out to trust fund accounts by the Treasurer on warrants drawn by the Controller and...
- California Corporations Code Section 14039
Pursuant to this section and the regulations, the state has residual interest in the funds deposited by the state to a trust fund account and...
- California Corporations Code Section 14040
Each trust fund account shall consist of a loan guarantee account, and, upon recommendation by the director, a bond guarantee account, each of which is...
- California Corporations Code Section 14041
(a) Except as provided in subdivisions (c) and (d) of Section 14070, the trust fund account, shall be used solely to make loans, guarantee bonds,...
- California Corporations Code Section 14043
The financial institution that is to act as trustee of the trust fund shall be designated after review by the director. The corporation shall not...
- California Corporations Code Section 14044
Upon notification that the state has received an award under the federal Small Business Jobs Act of 2010 (15 U.S.C. Sec. 631 et seq.), the...
- California Corporations Code Section 14045
Upon approval by the director to become a corporation, the entity shall adopt or amend its articles of incorporation to comply with the following: (a)...
- California Corporations Code Section 14046
If the board recommends acceptance upon the basis of the facts disclosed by the investigation provided by subdivision (d) of Section 14022 and finds that...
- California Corporations Code Section 14047
The corporation's existence as a small business development corporation begins upon the filing of the articles with the Secretary of State and continues perpetually, unless...
- California Corporations Code Section 14048
Any request for proposal for selection of a corporation shall require the winning bidder to adopt or amend its bylaws to include provisions governing the...
- California Corporations Code Section 14049
Each corporation shall have provisions establishing a grievance procedure for employees, clients, or potential clients, to appeal a decision or obtain redress of an action...
- California Corporations Code Section 14050
The board may authorize the establishment of a new corporation using a request for proposal process.
- California Corporations Code Section 14051
The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of this title) applies to corporations formed under this chapter,...
- California Corporations Code Section 14052
For six months following the establishment of a corporation, commencing upon filing of the articles of incorporation with the Secretary of State, a corporation shall...
- California Corporations Code Section 14055
The corporate powers of a corporation shall be exercised by the board of directors.
- California Corporations Code Section 14056
A request for proposal for selection of a corporation shall require the winning bidder to adopt or amend its bylaws to state that: (a) A...
- California Corporations Code Section 14057
If any director ceases to meet the qualifications established in Section 14056, he or she shall immediately vacate his or her position as a director...
- California Corporations Code Section 14058
If any vacancy occurs in the elective membership of the board of directors through death, resignation, or otherwise, the remaining directors shall elect a person...
- California Corporations Code Section 14059
Unless delegated to its loan committee, the corporation's board of directors, upon a recommendation from its loan committee: (a) Shall emphasize consideration to applications that...
- California Corporations Code Section 14060
(a) A corporation shall establish one or more loan committees, each of which shall be composed of five or more persons, a majority of whom...
- California Corporations Code Section 14060.5
State funds may not be used to finance an expense incurred by a corporation in a location not approved pursuant to a statewide plan. The...
- California Corporations Code Section 14060.6
(a) The Legislature finds and declares that the Small Business Loan Guarantee Program has enabled participating small businesses that do not qualify for conventional business...
- California Corporations Code Section 14061
Every corporation shall provide for and maintain a central staff to perform all administrative requirements of the corporation including all those functions required of a...
- California Corporations Code Section 14062
Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall be paid to the corporation from state funds including...
- California Corporations Code Section 14064
The use of state funds paid out to the trust fund and the return on those funds from investment pursuant to Section 14038 is conditional...
- California Corporations Code Section 14065
The corporations shall report to the director, or his or her designated representative, all statistical and other reports required by this part, responses to audit...
- California Corporations Code Section 14066
The corporation shall make a report to the director, as of the close of business on June 30, of each year describing the corporation's activities...
- California Corporations Code Section 14067
The office may establish a program through which the corporations may assist small farms and rural and agricultural-related businesses with respect to financing and other
- California Corporations Code Section 14068
To implement its responsibilities, the corporation shall undertake a program that shall include, but not be limited to, the following: (a) Develop and implement a...
- California Corporations Code Section 14069
In all their state-funded programs, the corporations shall, to the extent practicable, be complementary to, and not competitive with, commercial lenders and other state and...
- California Corporations Code Section 14069.6
The Trade and Commerce Agency shall contract with an entity to conduct an independent statewide assessment of capital needs in California, as they pertain to...
- California Corporations Code Section 14070
(a) The corporate guarantee shall be backed by funds on deposit in the corporation's trust fund account, or by receivables due from funds loaned from...
- California Corporations Code Section 14070
(a) The corporate guarantee shall be backed by funds on deposit in the corporation's trust fund account, or by receivables due from funds loaned from...
- California Corporations Code Section 14071
In furtherance of the purposes set forth in Section 14002, a corporation may do any one or more of the following activities, but only to...
- California Corporations Code Section 14071.5
In addition to the authority granted by Section 14071, upon approval of the director, a corporation may act as guarantor on a surety bond for...
- California Corporations Code Section 14072
A corporation may charge the borrower or financial institution a loan fee on all loans made or guaranteed by the corporation to defray the operating...
- California Corporations Code Section 14073
Corporations may grant energy efficiency improvement loans.
- California Corporations Code Section 14074
The agency shall enter into an agreement with the California Energy Extension Service of the Office of Planning and Research to assist small business owners...
- California Corporations Code Section 14075
(a) A corporation may, in an area affected by a state of emergency within the state and declared a disaster by the President of the...
- California Corporations Code Section 14076
(a) It is the intent of the Legislature that the corporations make maximal use of their statutory authority to guarantee loans and surety bonds, including...
- California Corporations Code Section 14076
(a) It is the intent of the Legislature that the corporations make maximal use of their statutory authority to guarantee loans and surety bonds, including...
- California Corporations Code Section 14085
It shall be unlawful for the director or any person who is an officer, director, or employee of a corporation, or who is a member...
- California Corporations Code Section 14086
It shall be unlawful for the director or any person who is an officer or director of a corporation, or who is an employee of...
- California Corporations Code Section 14087
Violation of any provision of this article shall constitute a felony.
- California Corporations Code Section 14090
(a) Corporations shall give high priority to the issuance of loan guarantees to small business incubators, and to businesses that lease space in incubators. (b)...
- California Corporations Code Section 14091
If a firm has received a Phase 1 or Phase 2 Small Business Innovation Research (SBIR) grant awarded by a federal agency. Corporations shall give...
- California Corporations Code Section 14200
The Legislature finds and declares that the formation of employee-owned businesses and the participation of employees in the management of businesses in this state will...
- California Corporations Code Section 14300
(a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes may provide, and any corporation...
- California Corporations Code Section 14300.5
For purposes of this chapter, "public water system" shall have the same meaning as provided in Section 116275 of the Health and Safety Code.
- California Corporations Code Section 14301
A corporation, including a nonprofit corporation organized for or engaged in the business of developing, distributing, supplying, or delivering water for irrigation or domestic use,...
- California Corporations Code Section 14301.1
(a) No later than December 31, 2012, each mutual water company that operates a public water system shall submit to the local agency formation commission...
- California Corporations Code Section 14301.2
Each board member of a mutual water company that operates a public water system shall comply with the training requirements set out in subdivision (a)...
- California Corporations Code Section 14301.3
(a) All construction on public water systems operated by a mutual water company shall be designed and constructed to comply with the applicable California Waterworks...
- California Corporations Code Section 14302
Whenever the owner of real property to which water stock by the terms of the certificate thereof is appurtenant at the time of conveyance, by...
- California Corporations Code Section 14303
A corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes or domestic use, and not as...
- California Corporations Code Section 14310
(a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual water company is formed or is...
- California Corporations Code Section 14311
A mutual water company formed on or after January 1, 1998, in connection with the offering for sale or lease, or with the sale or...
- California Corporations Code Section 14312
(a) Any person who intends to offer for sale or lease lots within a subdivision within this state and to provide water for domestic use...
- California Corporations Code Section 14313
The engineer's report prepared pursuant to the document under Section 14312 shall contain all relevant information pertaining to the proposed water supply, distribution, and fire...
- California Corporations Code Section 14314
The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use pursuant to...
- California Corporations Code Section 14315
(a) The mutual water company described in Section 14311 shall provide at least a minimum level of water service to its customers for fire protection...
- California Corporations Code Section 14316
The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be...
- California Corporations Code Section 14317
The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the following...
- California Corporations Code Section 14318
The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants. A mutual water company shall perform and record...
- California Corporations Code Section 14350
A corporation may not construct, or take tolls on, a bridge, ferry, wharf, chute, or pier until authority is granted therefor by the board of...
- California Corporations Code Section 14351
Every corporation that has heretofore or may hereafter be incorporated may be dissolved under either of the following conditions: (a) If within one year from...
- California Corporations Code Section 14352
The president and secretary of every bridge, ferry, wharf, chute, or pier corporation shall annually, under oath, report to the board of supervisors, or other...
- California Corporations Code Section 14353
When a bridge, ferry, wharf, chute, or pier is constructed, operated, or owned by a natural person, this part is applicable to that person in...
- California Corporations Code Section 14400
Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times...
- California Corporations Code Section 14450
No corporation formed to supply any city, city and county, or town with water shall do so unless previously authorized by an ordinance of the...
- California Corporations Code Section 14451
(a) All corporations formed to supply water to cities or towns shall furnish pure freshwater to the inhabitants thereof, for domestic uses, as long as...
- California Corporations Code Section 14452
Whenever any corporation, organized under the laws of this state, furnishes water to irrigate lands that the corporation has sold, the right to the flow...
- California Corporations Code Section 14500
This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any...
- California Corporations Code Section 14501
Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county,...
- California Corporations Code Section 14502
(a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to...
- California Corporations Code Section 14503
The governing body of a local agency, by ordinance, may authorize employees of public pounds, societies for the prevention of cruelty to animals, and humane...
- California Corporations Code Section 14504
All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on...
- California Corporations Code Section 14505
Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane...
- California Corporations Code Section 14550
In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and waste; to make the...
- California Corporations Code Section 14551
It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial...
- California Corporations Code Section 14600
(a) This part shall be applicable to all benefit corporations. (b) The existence of a provision of this part shall not of itself create any...
- California Corporations Code Section 14601
As used in this part: (a) "Benefit corporation" means a corporation organized under the General Corporation Law that has elected to become subject to this...
- California Corporations Code Section 14602
A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state...
- California Corporations Code Section 14603
(a) A corporation may become a benefit corporation under this part by amending the corporation's articles so that the articles contain a statement that the...
- California Corporations Code Section 14604
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation's articles...
- California Corporations Code Section 14610
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on,...
- California Corporations Code Section 14620
(a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director...
- California Corporations Code Section 14621
(a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a...
- California Corporations Code Section 14622
(a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when...
- California Corporations Code Section 14623
(a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in...
- California Corporations Code Section 14630
(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of...
- California Corporations Code Section 14631
All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing...
- California Corporations Code Section 15800
(a) Every partnership, other than a foreign limited partnership, subject to Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), or...
- California Corporations Code Section 16100
This chapter may be cited as the Uniform Partnership Act of 1994.
- California Corporations Code Section 16101
As used in this chapter, the following terms and phrases have the following meanings: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in...
- California Corporations Code Section 16101
As used in this chapter, the following terms and phrases have the following meanings: (1) "Business" includes every trade, occupation, and profession. (2) "Debtor in...
- California Corporations Code Section 16102
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if any of...
- California Corporations Code Section 16103
(a) Except as otherwise provided in subdivision (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement....
- California Corporations Code Section 16104
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest...
- California Corporations Code Section 16105
(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statement that is filed in an...
- California Corporations Code Section 16106
(a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of the jurisdiction in which a partnership has its...
- California Corporations Code Section 16107
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
- California Corporations Code Section 16108
Except with respect to the provisions of this chapter specifically relating to registered limited liability partnerships and foreign limited liability partnerships, this chapter shall be...
- California Corporations Code Section 16109
The rights and duties of surviving partners, the legal representatives of deceased partners, the creditors of such partners, and the creditors of the partnership created...
- California Corporations Code Section 16110
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
- California Corporations Code Section 16111
(a) Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partnership formed (1) on or after the effective date...
- California Corporations Code Section 16112
This chapter does not affect an action or proceeding commenced or right accrued before this chapter takes effect.
- California Corporations Code Section 16113
(a) The fee for filing a statement of partnership is seventy dollars ($70). (b) Unless another fee is specified by law or the law specifies...
- California Corporations Code Section 16114
Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee for acceptance of copies of...
- California Corporations Code Section 16201
A partnership is an entity distinct from its partners.
- California Corporations Code Section 16202
(a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry on as coowners a business for profit forms...
- California Corporations Code Section 16203
Property acquired by a partnership is property of the partnership and not of the partners individually.
- California Corporations Code Section 16204
(a) Property is partnership property if acquired in the name of either of the following: (1) The partnership. (2) One or more partners with an...
- California Corporations Code Section 16301
Subject to the effect of a statement of partnership authority under Section 16303 both of the following apply: (1) Each partner is an agent of...
- California Corporations Code Section 16302
(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of partnership authority under Section 16303, partnership property held...
- California Corporations Code Section 16303
(a) A partnership may file a statement of partnership authority, which is subject to all of the following: (1) The statement shall include all of...
- California Corporations Code Section 16304
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant...
- California Corporations Code Section 16305
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act...
- California Corporations Code Section 16306
(a) Except as otherwise provided in subdivisions (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise...
- California Corporations Code Section 16307
(a) A partnership may sue and be sued in the name of the partnership. (b) Except as otherwise provided in subdivision (g) of Section 16306,...
- California Corporations Code Section 16308
Except with respect to registered limited liability partnerships and foreign limited liability partnerships: (a) If a person, by words or conduct, purports to be a...
- California Corporations Code Section 16309
(a) The statement of partnership authority may designate an agent for service of process. The agent may be an individual residing in this state or...
- California Corporations Code Section 16310
(a) If a partnership has designated an agent for service of process, process may be served on the partnership as provided in this section and...
- California Corporations Code Section 16401
(a) Each partner is deemed to have an account that is subject to both of the following: (1) Credited with an amount equal to the...
- California Corporations Code Section 16402
A partner has no right to receive, and may not be required to accept, a distribution in kind.
- California Corporations Code Section 16403
(a) A partnership shall keep its books and records, if any, in writing or in any other form capable of being converted into clearly legible...
- California Corporations Code Section 16404
(a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set...
- California Corporations Code Section 16405
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to...
- California Corporations Code Section 16406
(a) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion...
- California Corporations Code Section 16501
A partner is not a coowner of partnership property and has no interest in partnership property that can be transferred, either voluntarily or involuntarily.
- California Corporations Code Section 16502
The only transferable interest of a partner in the partnership is the partner's share of the profits and losses of the partnership and the partner's...
- California Corporations Code Section 16503
(a) A transfer, in whole or in part, of a partner's transferable interest in the partnership is permissible. However, a transfer does not do either...
- California Corporations Code Section 16504
(a) On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of...
- California Corporations Code Section 16601
A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) The partnership's having notice of the partner's express...
- California Corporations Code Section 16602
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to paragraph (1) of Section 16601. (b)...
- California Corporations Code Section 16603
Upon a partner's dissociation, all of the following apply: (1) The partner's right to participate in the management and conduct of the partnership business terminates....
- California Corporations Code Section 16701
Except as provided in Section 16701.5, all of the following shall apply: (a) If a partner is dissociated from a partnership, the partnership shall cause...
- California Corporations Code Section 16701.5
(a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolution under Section 16801. (b) For dissociations occurring...
- California Corporations Code Section 16702
(a) For two years after a partner dissociates, the partnership, including a surviving partnership under Article 9 (commencing with Section 16901), is bound by an...
- California Corporations Code Section 16703
(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable...
- California Corporations Code Section 16704
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership as filed with the Secretary of...
- California Corporations Code Section 16705
Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the...
- California Corporations Code Section 16801
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events: (1) In a partnership...
- California Corporations Code Section 16802
(a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the...
- California Corporations Code Section 16803
(a) After dissolution, a partner who has not dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal...
- California Corporations Code Section 16804
Subject to Section 16805, a partnership is bound by a partner's act after dissolution that is either of the following: (1) Appropriate for winding up...
- California Corporations Code Section 16805
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership as filed with...
- California Corporations Code Section 16806
(a) Except as otherwise provided in subdivision (b) and except for registered limited liability partnerships and foreign limited liability partnerships, after dissolution a partner is...
- California Corporations Code Section 16807
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied...
- California Corporations Code Section 16901
In this article, the following terms have the following meanings: (1) "Constituent other business entity" means any other business entity that is merged with or...
- California Corporations Code Section 16902
(a) A partnership, other than a registered limited liability partnership, may be converted into a domestic other business entity or a foreign other business entity...
- California Corporations Code Section 16903
(a) A partnership that desires to convert to a domestic or foreign other business entity shall approve a plan of conversion. The plan of conversion...
- California Corporations Code Section 16904
(a) A conversion into a domestic other business entity shall become effective upon the earliest date that all of the following shall have occurred: (1)...
- California Corporations Code Section 16905
(a) The conversion of a partnership into a foreign other business entity shall comply with Section 16902. (b) If the partnership is converting into a...
- California Corporations Code Section 16906
(a) If the converting partnership has filed a statement of partnership authority under Section 16303 that is effective at the time of the conversion, then...
- California Corporations Code Section 16907
(a) Whenever a partnership or other business entity having any real property in this state converts into a partnership or an other business entity pursuant...
- California Corporations Code Section 16908
(a) A domestic limited partnership, limited liability company, or corporation, or a foreign other business entity may be converted to a domestic partnership pursuant to...
- California Corporations Code Section 16909
(a) An entity that converts into another entity pursuant to this article is for all purposes the same entity that existed before the conversion. (b)...
- California Corporations Code Section 16910
(a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into one partnership. (2) One or more partnerships and...
- California Corporations Code Section 16911
(a) Each partnership and other business entity which desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by...
- California Corporations Code Section 16912
(a) Unless a future effective date or time is provided in a certificate of merger if a certificate of merger is required to be filed...
- California Corporations Code Section 16913
(a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply...
- California Corporations Code Section 16914
(a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business entities ceases...
- California Corporations Code Section 16915
(a) In a merger involving a domestic partnership, in which another partnership or a foreign other business entity is a party, but in which no...
- California Corporations Code Section 16915.5
(a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability...
- California Corporations Code Section 16916
(a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other business...
- California Corporations Code Section 16917
This article is not exclusive. Partnerships, other than limited liability partnerships, may be converted or merged in any other manner provided by law.
- California Corporations Code Section 16951
For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign...
- California Corporations Code Section 16952
The name of a registered limited liability partnership shall contain the words "Registered Limited Liability Partnership" or "Limited Liability Partnership" or one of the abbreviations...
- California Corporations Code Section 16953
(a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a registration, executed...
- California Corporations Code Section 16954
(a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute...
- California Corporations Code Section 16955
(a) A domestic partnership, other than a limited partnership, may convert to a registered limited liability by the vote of the partners possessing a majority...
- California Corporations Code Section 16956
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case...
- California Corporations Code Section 16956
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case...
- California Corporations Code Section 16957
(a) No distribution shall be made by a registered limited liability partnership if, after giving effect to the distribution: (1) The registered limited liability partnership...
- California Corporations Code Section 16958
(a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and the...
- California Corporations Code Section 16959
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements...
- California Corporations Code Section 16959
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements...
- California Corporations Code Section 16960
(a) The registration of a foreign limited partnership may be amended by an amended registration executed by one or more partners authorized to execute an...
- California Corporations Code Section 16961
The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it unnecessary for all purposes for the registered...
- California Corporations Code Section 16962
(a) Each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under Section 16959 shall...
- California Corporations Code Section 15900
This chapter may be cited as the Uniform Limited Partnership Act of 2008.
- California Corporations Code Section 15901.02
In this chapter, the following terms have the following meanings: (a) "Acknowledged" means that an instrument is either of the following: (1) Formally acknowledged as...
- California Corporations Code Section 15901.03
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person:...
- California Corporations Code Section 15901.04
(a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be organized under this chapter for any lawful purpose....
- California Corporations Code Section 15901.05
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued,...
- California Corporations Code Section 15901.06
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability...
- California Corporations Code Section 15901.07
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest...
- California Corporations Code Section 15901.08
(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership must contain the phrase...
- California Corporations Code Section 15901.09
(a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by: (1) a person intending to organize...
- California Corporations Code Section 15901.10
(a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the...
- California Corporations Code Section 15901.11
A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and...
- California Corporations Code Section 15901.12
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the...
- California Corporations Code Section 15901.13
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights,...
- California Corporations Code Section 15901.14
(a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in...
- California Corporations Code Section 15901.15
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or...
- California Corporations Code Section 15901.16
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be...
- California Corporations Code Section 15901.17
(a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a...
- California Corporations Code Section 15902.01
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by...
- California Corporations Code Section 15902.02
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of...
- California Corporations Code Section 15902.03
A dissolved limited partnership that has completed winding up shall deliver to and on a form prescribed by the Secretary of State for filing a...
- California Corporations Code Section 15902.04
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be signed in the following manner: (1) An initial...
- California Corporations Code Section 15902.05
(a) If a person required by this chapter to sign a record or deliver a record to the Secretary of State for filing does not...
- California Corporations Code Section 15902.06
(a) A record authorized or required to be delivered to the Secretary of State for filing under this chapter must be completed on a form...
- California Corporations Code Section 15902.07
(a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by the Secretary of State for filing a certificate...
- California Corporations Code Section 15902.08
(a) If a record delivered to the Secretary of State for filing under this chapter and filed by the Secretary of State contains false information,...
- California Corporations Code Section 15902.09
(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursuant to Section 15902.03 may be revived by filing with, and on...
- California Corporations Code Section 15903.01
A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result of a conversion or merger under Article 11...
- California Corporations Code Section 15903.02
A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership.
- California Corporations Code Section 15903.03
(a) A limited partner is not liable for any obligation of a limited partnership unless named as a general partner in the certificate or, in...
- California Corporations Code Section 15903.04
(a) On 10 days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy any information required to...
- California Corporations Code Section 15903.05
(a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a...
- California Corporations Code Section 15903.06
(a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes...
- California Corporations Code Section 15903.07
(a) The partnership agreement may provide for the creation of classes of limited partners. The partnership agreement shall define the rights, powers, and duties of...
- California Corporations Code Section 15904.01
A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragraph (2) of subdivision (c) of Section 15908.01 following the...
- California Corporations Code Section 15904.02
(a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the...
- California Corporations Code Section 15904.03
(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful...
- California Corporations Code Section 15904.04
(a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise...
- California Corporations Code Section 15904.05
(a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an action against the limited partnership or named in...
- California Corporations Code Section 15904.06
(a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any...
- California Corporations Code Section 15904.07
(a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited...
- California Corporations Code Section 15904.08
(a) The fiduciary duties that a general partner owes to the limited partnership and the other partners are the duties of loyalty and care under...
- California Corporations Code Section 15904.09
(a) A partnership agreement may provide for the creation of classes of general partners. The partnership agreement shall define the rights, powers, and duties of...
- California Corporations Code Section 15905.01
A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes,...
- California Corporations Code Section 15905.02
(a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused...
- California Corporations Code Section 15905.03
A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required records when...
- California Corporations Code Section 15905.035
The profits and losses of a limited partnership shall be allocated among the partners in the manner provided in the partnership agreement. If the partnership...
- California Corporations Code Section 15905.04
A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides...
- California Corporations Code Section 15905.05
A person does not have a right to receive a distribution on account of dissociation.
- California Corporations Code Section 15905.06
A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to...
- California Corporations Code Section 15905.07
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies...
- California Corporations Code Section 15905.08
(a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if...
- California Corporations Code Section 15905.09
(a) A general partner that consents to a distribution made in violation of Section 15905.08 is personally liable to the limited partnership for the amount...
- California Corporations Code Section 15906.01
(a) A person does not have a right to dissociate as a limited partner before the termination of the limited partnership. (b) A person is...
- California Corporations Code Section 15906.02
(a) Upon a person's dissociation as a limited partner: (1) subject to Section 15907.04, the person does not have further rights as a limited partner;...
- California Corporations Code Section 15906.03
A person is dissociated from a limited partnership as a general partner upon the occurrence of any of the following events: (a) the limited partnership's...
- California Corporations Code Section 15906.04
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully, by express will pursuant to subdivision (a)...
- California Corporations Code Section 15906.05
(a) Upon a person's dissociation as a general partner: (1) the person's right to participate as a general partner in the management and conduct of...
- California Corporations Code Section 15906.06
(a) After a person is dissociated as a general partner and before the limited partnership is dissolved, converted under Article 11 (commencing with Section 15911.01),...
- California Corporations Code Section 15906.07
(a) A person's dissociation as a general partner does not of itself discharge the person's liability as a general partner for an obligation of the...
- California Corporations Code Section 15907.01
The only interest of a partner which is transferable is the partner's transferable interest. A transferable interest is personal property.
- California Corporations Code Section 15907.02
(a) A transfer, in whole or in part, of a partner's transferable interest: (1) is permissible; (2) does not by itself cause the partner's dissociation...
- California Corporations Code Section 15907.03
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest...
- California Corporations Code Section 15907.04
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in Section 15907.02...
- California Corporations Code Section 15908.01
Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any...
- California Corporations Code Section 15908.02
(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limited partnership if it is not reasonably practicable to...
- California Corporations Code Section 15908.03
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities. (b) In winding up its activities, the limited partnership:...
- California Corporations Code Section 15908.04
(a) A limited partnership is bound by a general partner's act after dissolution which: (1) is appropriate for winding up the limited partnership's activities; or...
- California Corporations Code Section 15908.05
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under subdivision (a) of Section 15908.04 by...
- California Corporations Code Section 15908.06
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subdivision (b). (b) A dissolved limited...
- California Corporations Code Section 15908.07
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance...
- California Corporations Code Section 15908.08
If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any corresponding claim under Section 15904.04 is also barred.
- California Corporations Code Section 15908.09
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to...
- California Corporations Code Section 15909.01
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign...
- California Corporations Code Section 15909.02
(a) A foreign limited partnership may apply for a certificate of registration to transact business in this state by delivering an application signed and acknowledged...
- California Corporations Code Section 15909.03
(a) Activities of a foreign limited partnership that do not constitute transacting business in this state for registration purposes within the meaning of this article...
- California Corporations Code Section 15909.04
Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this chapter, the...
- California Corporations Code Section 15909.05
(a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a certificate of registration until it adopts, for the...
- California Corporations Code Section 15909.06
If any statement in the application for registration of a foreign limited partnership was false when made or any statements made have become erroneous, the...
- California Corporations Code Section 15909.07
(a) In order to cancel its certificate of registration to transact business in this state, a foreign limited partnership must deliver to and on a...
- California Corporations Code Section 15909.08
The Attorney General may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
- California Corporations Code Section 15910.01
(a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with...
- California Corporations Code Section 15910.02
A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the...
- California Corporations Code Section 15910.03
(a) A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that...
- California Corporations Code Section 15910.04
In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the...
- California Corporations Code Section 15910.05
(a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong...
- California Corporations Code Section 15910.06
(a) In any derivative action, at any time within 30 days after service of summons upon the limited partnership or the general partner, the limited...
- California Corporations Code Section 15911.01
For purposes of this article, the following definitions apply: (a) "Converted entity" means the other business entity or foreign other business entity or foreign limited...
- California Corporations Code Section 15911.02
(a) A limited partnership may be converted into another business entity or a foreign other business entity or a foreign limited partnership pursuant to this...
- California Corporations Code Section 15911.03
(a) A limited partnership that desires to convert to an other business entity or a foreign other business entity or a foreign limited partnership shall...
- California Corporations Code Section 15911.04
(a) A conversion into an other business entity or a foreign other business entity or a foreign limited partnership shall become effective upon the earliest...
- California Corporations Code Section 15911.05
(a) The conversion of a limited partnership into a foreign limited partnership or foreign other business entity shall be required to comply with Section 15911.02....
- California Corporations Code Section 15911.06
(a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partnership is converting into a domestic limited liability company,...
- California Corporations Code Section 15911.07
(a) Whenever a limited partnership or other business entity having any real property in this state converts into a limited partnership or an other business...
- California Corporations Code Section 15911.08
(a) An other business entity or a foreign other business entity or a foreign limited partnership may be converted to a domestic limited partnership pursuant...
- California Corporations Code Section 15911.09
(a) An entity that converts into another entity pursuant to this article is, for all purposes, other than for the purposes of Part 10 (commencing...
- California Corporations Code Section 15911.10
Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.
- California Corporations Code Section 15911.11
The following entities may be merged pursuant to this article: (a) Two or more limited partnerships into one limited partnership. (b) One or more limited...
- California Corporations Code Section 15911.12
(a) Each limited partnership and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved...
- California Corporations Code Section 15911.13
Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the...
- California Corporations Code Section 15911.14
(a) If the surviving entity is a limited partnership or an other business entity, other than a corporation in a merger in which a domestic...
- California Corporations Code Section 15911.15
(a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger...
- California Corporations Code Section 15911.16
(a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the disappearing limited...
- California Corporations Code Section 15911.17
(a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be required...
- California Corporations Code Section 15911.18
Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or other...
- California Corporations Code Section 15911.19
Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive...
- California Corporations Code Section 15911.20
(a) For purposes of this article, "reorganization" refers to any of the following: (1) A conversion pursuant to Article 11 (commencing with Section 15911.01). (2)...
- California Corporations Code Section 15911.21
(a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership...
- California Corporations Code Section 15911.22
(a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the...
- California Corporations Code Section 15911.23
Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited...
- California Corporations Code Section 15911.24
(a) If the limited partnership and the dissenting limited partner agree that such limited partner's interest is a dissenting interest and agree upon the price...
- California Corporations Code Section 15911.25
(a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail...
- California Corporations Code Section 15911.26
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited...
- California Corporations Code Section 15911.27
To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners...
- California Corporations Code Section 15911.28
Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any...
- California Corporations Code Section 15911.29
Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior...
- California Corporations Code Section 15911.30
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be...
- California Corporations Code Section 15911.31
If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings...
- California Corporations Code Section 15911.32
(a) This article applies to the following: (1) A domestic limited partnership formed on or after January 1, 1991. (2) A foreign limited partnership if...
- California Corporations Code Section 15911.33
(a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by...
- California Corporations Code Section 15912.01
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter...
- California Corporations Code Section 15912.02
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or...
- California Corporations Code Section 15912.03
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter...
- California Corporations Code Section 15912.04
This chapter shall become operative on January 1, 2008.
- California Corporations Code Section 15912.06
(a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise...
- California Corporations Code Section 15912.07
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.
- California Corporations Code Section 17000
This title shall be known and may be cited as the Beverly-Killea Limited Liability Company Act.
- California Corporations Code Section 17001
Unless the context otherwise indicates, the following definitions govern the construction of this title: (a) "Acknowledged" means that an instrument is either of the following:...
- California Corporations Code Section 17002
(a) Subject to any limitations contained in the articles of organization and to compliance with any other applicable laws, a limited liability company may engage...
- California Corporations Code Section 17003
Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability company...
- California Corporations Code Section 17004
(a) A member may lend money to and transact other business with the limited liability company and, subject to other applicable law, has the same...
- California Corporations Code Section 17005
(a) Except as provided in subdivisions (b) and (c), relations among members and between the members and the limited liability company are governed by the...
- California Corporations Code Section 17050
(a) In order to form a limited liability company, one or more persons shall execute and file articles of organization with, and on a form...
- California Corporations Code Section 17051
(a) The articles of organization shall set forth: (1) The name of the limited liability company. (2) The following statement: The purpose of the limited...
- California Corporations Code Section 17052
The name of each limited liability company as set forth in its articles of organization: (a) Shall contain either the words "limited liability company" or...
- California Corporations Code Section 17053
Any applicant may, upon payment of the fee prescribed in subdivision (a) of Section 17701, obtain from the Secretary of State a certificate of reservation...
- California Corporations Code Section 17054
(a) Subject to subdivision (b) of Section 17103, the articles of organization may be amended at any time and in any manner as the members...
- California Corporations Code Section 17055
(a) If any document filed with the Secretary of State under this title contains any typographical error, error of transcription, or other technical error, or...
- California Corporations Code Section 17056
(a) Unless otherwise specified in any other section of this title, any document required by this title to be executed and filed with the Secretary...
- California Corporations Code Section 17057
Each limited liability company shall continuously maintain in this state each of the following: (a) An office at which shall be maintained the records required...
- California Corporations Code Section 17058
(a) Each limited liability company shall maintain in writing or in any other form capable of being converted into clearly legible tangible form at the...
- California Corporations Code Section 17059
The power to adopt, alter, amend, or repeal the operating agreement of a limited liability company shall be vested in the members. The articles of...
- California Corporations Code Section 17060
(a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall file within 90 days after...
- California Corporations Code Section 17061
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process may be...
- California Corporations Code Section 17062
An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by...
- California Corporations Code Section 17100
(a) After formation of a limited liability company, a person may become a member: (1) In the case of a person acquiring a membership interest...
- California Corporations Code Section 17101
(a) Except as otherwise provided in Section 17254 or in subdivision (e), no member of a limited liability company shall be personally liable under any...
- California Corporations Code Section 17102
The articles of organization or the operating agreement may provide for the creation of classes of members having those relative rights, powers, and duties as...
- California Corporations Code Section 17103
(a) The articles of organization or a written operating agreement may provide to all or certain identified members or a specified class or group of...
- California Corporations Code Section 17104
(a) Meetings of members may be held at any place, by electronic video screen communication or by electronic transmission by and to the limited liability...
- California Corporations Code Section 17105
(a) The operating agreement may provide that the interest of a member or assignee in a limited liability company may be evidenced by a certificate...
- California Corporations Code Section 17106
(a) Upon the request of a member or a holder of an economic interest, for purposes reasonably related to the interest of that person as...
- California Corporations Code Section 17107
(a) Upon complaint that a limited liability company is failing to comply with the provisions of Section 17106, or to afford to the members rights...
- California Corporations Code Section 17150
Unless the articles of organization include the statement referred to in subdivision (b) of Section 17151 vesting management of the limited liability company in a...
- California Corporations Code Section 17151
(a) The articles of organization may provide that the business and affairs of the limited liability company shall be managed by or under the authority...
- California Corporations Code Section 17152
If management of the limited liability company is vested in one or more managers pursuant to a statement in the articles of organization: (a) Election...
- California Corporations Code Section 17153
The fiduciary duties a manager owes to the limited liability company and to its members are those of a partner to a partnership and to...
- California Corporations Code Section 17154
(a) A written operating agreement may provide for the appointment of officers, including, without limitation, a chairperson or a president, or both, a secretary, a...
- California Corporations Code Section 17155
(a) Except for a breach of the duty set forth in Section 17153, the articles of organization or written operating agreement of a limited liability...
- California Corporations Code Section 17156
Except as otherwise provided in the articles of organization or the operating agreement, if the members have appointed more than one manager, decisions of the...
- California Corporations Code Section 17157
(a) Unless the statement referred to in subdivision (b) of Section 17151 is included in the articles of organization, every member is an agent of...
- California Corporations Code Section 17158
(a) No person who is a manager or officer or both a manager and officer of a limited liability company shall be personally liable under...
- California Corporations Code Section 17200
(a) The articles of organization or the operating agreement may provide for capital contributions of members. The contribution of a person may be in money,...
- California Corporations Code Section 17201
(a) (1) Subject to the terms of the articles of organization or the operating agreement, a member is not excused from an obligation to the...
- California Corporations Code Section 17202
The profits and losses of a limited liability company shall be allocated among the members, and among classes of members, in the manner provided in...
- California Corporations Code Section 17250
Distributions of the money or property of a limited liability company shall be made to the members and to any classes of members in the...
- California Corporations Code Section 17251
Except as provided in this chapter, a member is entitled to receive distributions from a limited liability company before the withdrawal of that member from...
- California Corporations Code Section 17252
(a) The articles of organization or a written operating agreement may provide that a member may withdraw, resign, or retire from a limited liability company...
- California Corporations Code Section 17253
(a) A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company...
- California Corporations Code Section 17254
(a) No distribution shall be made if, after giving effect to the distribution, either of the following occurs: (1) The limited liability company would not...
- California Corporations Code Section 17255
(a) A member or manager who votes for a distribution in violation of the operating agreement or Section 17254 or 17353 is personally liable to...
- California Corporations Code Section 17300
A membership interest and an economic interest in a limited liability company constitute personal property of the member or assignee. A member or assignee has...
- California Corporations Code Section 17301
(a) Except as provided in the articles of organization or the operating agreement: (1) A membership interest or an economic interest is assignable in whole...
- California Corporations Code Section 17302
(a) On application by a judgment creditor of a member or of a member's assignee, a court having jurisdiction may charge the assignable membership interest...
- California Corporations Code Section 17303
(a) Except as otherwise provided in the articles of organization or the operating agreement, an assignee of an interest in a limited liability company may...
- California Corporations Code Section 17304
(a) If a member who is an individual dies or is adjudged by a court of competent jurisdiction to be incompetent to manage the member's...
- California Corporations Code Section 17350
A limited liability company shall be dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:...
- California Corporations Code Section 17350.5
(a) Notwithstanding any other provision of this division, if a domestic limited liability company has not conducted any business, only a majority of the members,...
- California Corporations Code Section 17351
(a) Pursuant to an action filed by any manager or by any member or members, a court of competent jurisdiction may decree the dissolution of...
- California Corporations Code Section 17352
In the event of a dissolution of a limited liability company: (a) The managers who have not wrongfully dissolved the limited liability company or, if...
- California Corporations Code Section 17353
(a) Except as otherwise provided in the articles of organization or the written operating agreement, after determining that all the known debts and liabilities of...
- California Corporations Code Section 17354
(a) A limited liability company that is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by...
- California Corporations Code Section 17355
(a) (1) Causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be...
- California Corporations Code Section 17356
(a) (1) The managers shall cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate...
- California Corporations Code Section 17357
(a) Notwithstanding the filing of a certificate of dissolution, a majority in interest of the members may cause to be filed, in the office of,...
- California Corporations Code Section 17375
Nothing in this title shall be construed to permit a domestic or foreign limited liability company to render professional services, as defined in subdivision (a)...
- California Corporations Code Section 17450
Subject to the provisions of Section 17453: (a) The laws of the state or foreign country under which a foreign limited liability company is organized...
- California Corporations Code Section 17451
(a) Before transacting intrastate business in this state, a foreign limited liability company shall register with the Secretary of State. In order to register, a...
- California Corporations Code Section 17452
(a) If the Secretary of State finds that an application for registration conforms to law and all requisite fees have been paid, the Secretary of...
- California Corporations Code Section 17453
If the members of a foreign limited liability company residing in this state represent 25 percent or more of the voting interests of members of...
- California Corporations Code Section 17454
If any statement in the application for registration of a foreign limited liability company was false when made or any statements made have become erroneous,...
- California Corporations Code Section 17455
A foreign limited liability company may cancel its registration by filing with the Secretary of State a certificate of cancellation signed by a person with...
- California Corporations Code Section 17456
(a) A foreign limited liability company transacting intrastate business in this state shall not maintain any action, suit, or proceeding in any court of this...
- California Corporations Code Section 17457
The Attorney General may bring an action to restrain a foreign limited liability company from transacting intrastate business in this state in violation of this
- California Corporations Code Section 17500
Any member of a foreign or domestic limited liability company may bring a class action on behalf of all or a class of members to...
- California Corporations Code Section 17501
(a) No action shall be instituted or maintained in right of any domestic or foreign limited liability company by any member of the limited liability...
- California Corporations Code Section 17540.1
For purposes of this chapter, the following definitions shall apply: (a) "Converted entity" means the other business entity or foreign other business entity or foreign...
- California Corporations Code Section 17540.2
(a) A limited liability company may be converted into an other business entity or a foreign other business entity or a foreign limited liability company...
- California Corporations Code Section 17540.3
(a) A limited liability company that desires to convert to an other business entity or a foreign other business entity or a foreign limited liability...
- California Corporations Code Section 17540.4
(a) A conversion into an other business entity or a foreign other business entity or a foreign limited liability company shall become effective upon the...
- California Corporations Code Section 17540.5
(a) The conversion of a limited liability company into a foreign other business entity or a foreign limited liability company shall be required in order...
- California Corporations Code Section 17540.6
(a) Upon conversion of a limited liability company: (1) If the limited liability company is converting into a domestic limited partnership, a statement of conversion...
- California Corporations Code Section 17540.7
(a) Whenever a limited liability company or other business entity having any real property in this state converts into a limited liability company or an...
- California Corporations Code Section 17540.8
(a) An other business entity or a foreign other business entity or a foreign limited liability company may be converted to a domestic limited liability...
- California Corporations Code Section 17540.9
(a) An entity that converts into another entity pursuant to this chapter is for all purposes the same entity that existed before the conversion. (b)...
- California Corporations Code Section 17550
(a) The following entities may be merged pursuant to this chapter: (1) Two or more limited liability companies into one limited liability company. (2) One...
- California Corporations Code Section 17551
(a) Each limited liability company and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be...
- California Corporations Code Section 17552
(a) If the surviving entity is a limited liability company or an other business entity (other than a corporation in a merger in which a...
- California Corporations Code Section 17553
(a) Unless a future effective date or time is provided in the certificate of merger or in any agreement of merger required to be filed...
- California Corporations Code Section 17554
(a) Upon a merger of limited liability companies or limited liability companies and other business entities pursuant to this chapter, the separate existence of the...
- California Corporations Code Section 17554.5
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign limited liability company or other business entity shall be deemed to have assumed...
- California Corporations Code Section 17555
(a) The merger of any number of domestic limited liability companies with any number of foreign limited liability companies or foreign other business entities shall...
- California Corporations Code Section 17556
Whenever a domestic or foreign limited liability company or other business entity having any real property in this state merges with another limited liability company...
- California Corporations Code Section 17600
(a) For purposes of this chapter, "reorganization" refers to any of the following: (1) A conversion pursuant to Chapter 11.5 (commencing with Section 17540.1). (2)...
- California Corporations Code Section 17601
(a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the operating agreement...
- California Corporations Code Section 17602
(a) If members have a right under Section 17601, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited...
- California Corporations Code Section 17603
Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the...
- California Corporations Code Section 17604
(a) If the limited liability company and the dissenting member agree that the member's interest is a dissenting interest and agree upon the price to...
- California Corporations Code Section 17605
(a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail...
- California Corporations Code Section 17606
(a) If the court appoints an appraiser or appraisers, they shall determine the fair market value per interest of the outstanding membership interests of the...
- California Corporations Code Section 17607
To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return...
- California Corporations Code Section 17608
Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any...
- California Corporations Code Section 17609
Except as expressly limited by this chapter, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to...
- California Corporations Code Section 17610
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled...
- California Corporations Code Section 17611
If litigation is instituted to test the sufficiency or regularity of the vote of the members in authorizing a reorganization, any proceedings under Sections 17605...
- California Corporations Code Section 17612
(a) Subject to subdivisions (b) and (c), this chapter applies to the following: (1) A domestic limited liability company. (2) A foreign limited liability company...
- California Corporations Code Section 17613
(a) No member of a limited liability company who has a right under this chapter to demand payment of cash for the interest owned by...
- California Corporations Code Section 17650
(a) If a manager or member required by this title to execute or file any document fails, after demand, to do so within a reasonable...
- California Corporations Code Section 17651
(a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required...
- California Corporations Code Section 17652
Any penalty prescribed by Section 17651 shall be in addition to any remedy by injunction or action for damages or by writ of mandate for...
- California Corporations Code Section 17653
(a) Upon the failure of a limited liability company to file the statement required by Section 17060, the Secretary of State shall provide a notice...
- California Corporations Code Section 17654
(a) A limited liability company that (1) fails to file a statement pursuant to Section 17060 for an applicable filing period, (2) has not filed...
- California Corporations Code Section 17655
(a) Sections 17653 and 17654 apply to foreign limited liability companies with respect to the statements required to be filed by Section 17060. For this...
- California Corporations Code Section 17656
(a) A limited liability company is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the limited liability company...
- California Corporations Code Section 18000
Unless the provision or context otherwise requires, the definitions in this chapter govern the construction of this title.
- California Corporations Code Section 18003
"Board" means the board of directors or other governing body of an unincorporated association.
- California Corporations Code Section 18005
"Director" means a natural person serving as a member of the board or other governing body of the unincorporated association.
- California Corporations Code Section 18008
"Governing document" means a constitution, articles of association, bylaws, or other writing that governs the purpose or operation of an unincorporated association or the rights...
- California Corporations Code Section 18010
"Governing principles" means the principles stated in an unincorporated association's governing documents. If an association has no governing documents or the governing documents do not...
- California Corporations Code Section 18015
(a) If the governing principles of an unincorporated association define the membership of the association, "member" has the meaning provided by the governing principles. (b)...
- California Corporations Code Section 18020
(a) "Nonprofit association" means an unincorporated association with a primary common purpose other than to operate a business for profit. (b) A nonprofit association may...
- California Corporations Code Section 18025
"Officer" means a natural person serving as an unincorporated association's chair, president, secretary, chief financial officer, or other position of authority that is established pursuant...
- California Corporations Code Section 18030
"Person" includes a natural person, corporation, partnership, or other unincorporated organization, government, or governmental subdivision or agency, or any other entity.
- California Corporations Code Section 18035
(a) "Unincorporated association" means an unincorporated group of two or more persons joined by mutual consent for a common lawful purpose, whether organized for profit...
- California Corporations Code Section 18055
This title does not apply to any of the following persons: (a) A corporation. (b) A government or governmental subdivision or agency. (c) A partnership...
- California Corporations Code Section 18060
If a statute specific to a particular type of unincorporated association is inconsistent with a general provision of this title, the specific statute prevails to...
- California Corporations Code Section 18065
Except to the extent this title provides a specific rule, the general law of agency, including Article 2 (commencing with Section 2019) of Chapter 2...
- California Corporations Code Section 18070
A provision of this title, insofar as it is substantially the same as a previously existing provision relating to the same subject matter, shall be...
- California Corporations Code Section 18100
The interest of a member in an unincorporated association is personal property.
- California Corporations Code Section 18105
An unincorporated association may, in its name, acquire, hold, manage, encumber, or transfer an interest in real or personal property.
- California Corporations Code Section 18110
Property acquired by or for an unincorporated association is property of the unincorporated association and not of the members individually.
- California Corporations Code Section 18115
The acquisition, transfer, or encumbrance of an interest in real property by an unincorporated association shall be executed by its president and secretary or other...
- California Corporations Code Section 18120
(a) An unincorporated association may record in a county in which it has an interest in real property a verified and acknowledged statement of authority...
- California Corporations Code Section 18122
An unincorporated association holding property for charitable purposes shall comply with the Supervision of Trustees and Fundraisers for Charitable Purposes Act, Article 7 (commencing with...
- California Corporations Code Section 18125
No limitation on the power of an unincorporated association to acquire, hold, manage, pledge, encumber, or transfer an interest in real or personal property, or...
- California Corporations Code Section 18130
After all of the known debts and liabilities of an unincorporated association in the process of winding up its affairs have been paid or adequately...
- California Corporations Code Section 18135
(a) Notwithstanding Section 18260, a cause of action against an unincorporated association may be enforced against a person who received assets distributed under Section 18130....
- California Corporations Code Section 18200
(a) An unincorporated association may file with the Secretary of State, on a form prescribed by the Secretary of State, a statement containing either of...
- California Corporations Code Section 18205
(a) The Secretary of State shall mark each statement filed under Section 18200 with a consecutive file number and the date of filing. In lieu...
- California Corporations Code Section 18210
(a) An agent designated by an unincorporated association for the service of process may file with the Secretary of State a signed and acknowledged written...
- California Corporations Code Section 18215
Between the first day of October and the first day of December immediately preceding the expiration date of a statement filed under Section 18200, the...
- California Corporations Code Section 18220
If designation of an agent for the purpose of service of process has not been made as provided in Section 18200, or if the agent...
- California Corporations Code Section 18250
Except as otherwise provided by law, an unincorporated association is liable for its act or omission and for the act or omission of its director,...
- California Corporations Code Section 18260
A money judgment against an unincorporated association, whether organized for profit or not, may be enforced only against the property of the association.
- California Corporations Code Section 18270
(a) A judgment creditor of a member, director, officer, or agent of an unincorporated association may not levy execution against the assets of the member,...
- California Corporations Code Section 18300
It is the intent of the Legislature to enact legislation relating to the governance of unincorporated associations.
- California Corporations Code Section 18310
(a) Unless otherwise provided by an unincorporated association's governing principles, membership in the unincorporated association is terminated by any of the following events: (1) Resignation...
- California Corporations Code Section 18320
(a) This section only applies if membership in an unincorporated association includes a property right or if expulsion or suspension of a member would affect...
- California Corporations Code Section 18330
Except as otherwise provided by statute or by an unincorporated association's governing principles, the following rules govern a member vote conducted pursuant to this chapter:...
- California Corporations Code Section 18340
If an unincorporated association's governing principles do not provide a procedure to amend the association's governing documents, the governing documents may be amended by a...
- California Corporations Code Section 18350
The following definitions govern the construction of this article: (a) "Constituent entity" means an entity that is merged with one or more other entities and...
- California Corporations Code Section 18360
An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign limited partnership, domestic or foreign general partnership, or domestic or foreign...
- California Corporations Code Section 18370
A merger involving an unincorporated association is subject to the following requirements: (a) Each party to the merger shall approve an agreement of merger. The...
- California Corporations Code Section 18380
(a) A merger pursuant to this article has the following effect: (1) The separate existence of the disappearing entity ceases. (2) The surviving entity succeeds,...
- California Corporations Code Section 18390
If, as a consequence of merger, a surviving entity succeeds to ownership of real property located in this state, the surviving entity's record ownership of...
- California Corporations Code Section 18400
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing...
- California Corporations Code Section 18410
An unincorporated association may be dissolved by any of the following methods: (a) If the association's governing documents provide a method for dissolution, by that...
- California Corporations Code Section 18420
Promptly after commencement of dissolution of an unincorporated association, the board or, if none, the members shall promptly wind up the affairs of the association,...
- California Corporations Code Section 18605
A member, director, or agent of a nonprofit association is not liable for a debt, obligation, or liability of the association solely by reason of...
- California Corporations Code Section 18610
A member of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a)...
- California Corporations Code Section 18615
A director, officer, or agent of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions...
- California Corporations Code Section 18620
(a) A member, director, officer, or agent of a nonprofit association shall be liable for injury, damage, or harm caused by an act or omission...
- California Corporations Code Section 18630
Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt,...
- California Corporations Code Section 18640
Nothing in this chapter limits application of the Uniform Fraudulent Transfer Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of...
- California Corporations Code Section 21200
Any unincorporated association that is an organized medical society limiting its membership to licensed physicians and surgeons and that has as members at least 25...
- California Corporations Code Section 21300
As used in this chapter, the following terms have the meanings set forth in this section, unless the context otherwise requires: (a) "Association" includes any...
- California Corporations Code Section 21301
Any association, the principles and activities of which are not repugnant to the Constitution or laws of the United States or of this State, may...
- California Corporations Code Section 21302
An association shall not be permitted to register any name or insignia similar to or so nearly resembling another name or insignia already registered as...
- California Corporations Code Section 21303
Application for such registration, alteration, or cancellation shall be made by the chief officer or officers of the association, upon blanks to be provided by...
- California Corporations Code Section 21304
The Secretary of State shall charge and collect a fee as set forth in paragraph (2) of subdivision (b) of Section 12191 of the Government...
- California Corporations Code Section 21305
Upon the registration, the Secretary of State shall issue his certificate setting forth the fact of the registration.
- California Corporations Code Section 21306
The Secretary of State shall keep a properly indexed record of the registrations provided for by this chapter, which record shall also show any altered...
- California Corporations Code Section 21307
Any person who willfully wears, exhibits, or uses for any purpose a name or insignia registered under this chapter, unless he is entitled to use,...
- California Corporations Code Section 21308
Any court of competent jurisdiction may restrain by injunction: 1. The wearing or use of the insignia of any association, unless the person wearing or...
- California Corporations Code Section 21309
In any action under Section 21308 it is not necessary to allege or prove actual damages or the threat thereof, or actual injury or the...
- California Corporations Code Section 21310
The use of the name or insignia of any association by any person not entitled to use the same under the constitution, by-laws, rules or...
- California Corporations Code Section 21400
Whenever any fraternal society or lodge, other than a society subject to supervision by the Insurance Commissioner, pays benefits contingent on the death of a...
- California Corporations Code Section 21401
Any fraternal society or lodge which makes any payment in violation of this chapter is liable for the expense of burial of the member to...
- California Corporations Code Section 22000
Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular,...
- California Corporations Code Section 22001
Every director, officer, or agent of any joint stock association is guilty of a felony who knowingly concurs in making, publishing, or posting either generally...
- California Corporations Code Section 22002
(a) Every director, officer, or agent of any joint stock association, who knowingly receives or possesses himself of any property of the association, otherwise than...
- California Corporations Code Section 22003
For the purposes of this part every director of a joint stock association is deemed to possess such knowledge of the affairs of his association...
- California Corporations Code Section 23000
"Real estate investment trust" as used in this part means any unincorporated association or trust formed to engage in business and managed by, or under...
- California Corporations Code Section 23001
No shareowner of a real estate investment trust shall be personally liable as such for any liabilities, debts or obligations of, or claims against, the...
- California Corporations Code Section 23002
Section 23001 shall apply to any real estate investment trust organized under the laws of this state with respect to liabilities, debts, obligations and claims...
- California Corporations Code Section 23003
A real estate investment trust shall not issue any security redeemable at the option of the holder of the security.
- California Corporations Code Section 23004
Section 23001 shall apply with respect to all liabilities, debts, obligations of, and claims against, a real estate investment trust arising after the effective date...
- California Corporations Code Section 23005
The provisions of Sections 1400 and 1402 governing bankruptcy reorganizations for corporations also apply to real estate investment trusts. For that purpose where the term...
- California Corporations Code Section 23006
(a) The following entities may be merged pursuant to this article: (1) Any two or more real estate investment trusts into one real estate investment...
- California Corporations Code Section 24001.5
(a) The Legislature finds and declares that the services of directors or officers of nonprofit medical associations, as defined in Section 21200, who serve without...
- California Corporations Code Section 25000
This division may be known as the "Corporate Securities Law of 1968." References herein to "this law" refer to the applicable provisions of this division.
- California Corporations Code Section 25001
Unless the context otherwise requires, the definitions in this part apply throughout this division.
- California Corporations Code Section 25002
"Advertisement" means any written or printed communication or any communication by means of recorded telephone messages or spoken on radio, television, or similar communications media,...
- California Corporations Code Section 25003
(a) "Agent" means any individual, other than a broker-dealer or a partner of a licensed broker-dealer, who represents a broker-dealer or who for compensation represents...
- California Corporations Code Section 25003.5
"Business days" are all days other than every Saturday, every Sunday, and such other days as are specified or provided for as holidays in the...
- California Corporations Code Section 25004
(a) "Broker-dealer" means any person engaged in the business of effecting transactions in securities in this state for the account of others or for his...
- California Corporations Code Section 25005
"Commissioner" means the Commissioner of Corporations.
- California Corporations Code Section 25005.1
"Entity conversion transaction" means a conversion pursuant to Section 1151, 1157, 15677.2, 15677.8, 15911.02, 15911.08, 16902, 16908, 17540.2, 17540.8, or a conversion that occurs entirely...
- California Corporations Code Section 25006
"Fraud," "deceit," and "defraud" are not limited to common law fraud or deceit.
- California Corporations Code Section 25007
"Guaranteed" means guaranteed as to payment of principal, interest, dividends, or call premium.
- California Corporations Code Section 25008
(a) An offer or sale of a security is made in this state when an offer to sell is made in this state, or an...
- California Corporations Code Section 25009
(a) "Investment adviser" means any person who, for compensation, engages in the business of advising others, either directly or through publications or writings, as to...
- California Corporations Code Section 25009.1
"Investment adviser" does not include persons excepted from the definition of "investment adviser" by Section 202(a)(11) of the Investment Advisers Act of 1940 (15 U.S.C....
- California Corporations Code Section 25009.5
(a) "Investment adviser representative" or "associated person of an investment adviser" means any partner, officer, director of (or a person occupying a similar status or...
- California Corporations Code Section 25010
"Issuer" means any person who issues or proposes to issue any security, except that: (a) With respect to certificates of deposit, voting trust certificates or...
- California Corporations Code Section 25011
"Nonissuer transaction" means any transaction not directly or indirectly for the benefit of the issuer. A transaction is indirectly for the benefit of the issuer...
- California Corporations Code Section 25012
"Owners' association" means a nonprofit corporation or association created to own or lease the commonly owned lots, parcels or areas referred to in clause (a)...
- California Corporations Code Section 25013
"Person" means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust, an unincorporated...
- California Corporations Code Section 25014
"Publish" means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public.
- California Corporations Code Section 25014.5
"Rollup participant" means a finite-life limited partnership. (a) Except as provided in subdivision (b) of Section 25014.6, a limited partnership has "finite-life" if both of...
- California Corporations Code Section 25014.6
"Rollup transaction" means any transaction or series of transactions that directly or indirectly through acquisition or otherwise involves the combination or reorganization of one or...
- California Corporations Code Section 25014.7
(a) "Eligible rollup transaction" means a rollup transaction in which the new securities issued are listed or approved for listing on a national securities exchange...
- California Corporations Code Section 25015
"Real estate development" means a development (a) which consists or will consist of separately owned lots, parcels or areas with either or both of the...
- California Corporations Code Section 25016
"Rule" means any published regulation or standard of general application issued by the commissioner. "Order" means a consent, authorization, approval, permit, or requirement applicable to...
- California Corporations Code Section 25017
(a) "Sale" or "sell" includes every contract of sale of, contract to sell, or disposition of, a security or interest in a security for value....
- California Corporations Code Section 25018
"Securities Act of 1933," "Securities Exchange Act of 1934," "Public Utility Holding Company Act of 1935," "Investment Advisers Act of 1940," and "Investment Company Act...
- California Corporations Code Section 25019
"Security" means any note; stock; treasury stock; membership in an incorporated or unincorporated association; bond; debenture; evidence of indebtedness; certificate of interest or participation in...
- California Corporations Code Section 25020
"State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico.
- California Corporations Code Section 25021
"Subdivided lands" and "subdivision" have the meanings prescribed in Sections 11000, 11004.5, and 11218 of the Business and Professions Code.
- California Corporations Code Section 25022
"Underwriter" means a person who has agreed with an issuer or other person on whose behalf a distribution is to be made (a) to purchase...
- California Corporations Code Section 25023
(a) Except as provided in subdivision (b), "viatical settlement contract" means an agreement as defined in paragraph (1) of subdivision (a) of Section 10113.1 of...
- California Corporations Code Section 25100
The following securities are exempted from Sections 25110, 25120, and 25130: (a) Any security (including a revenue obligation) issued or guaranteed by the United States,...
- California Corporations Code Section 25100.1
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security defined as a "covered security" pursuant to Section 18(b)(1) of...
- California Corporations Code Section 25101
The following securities are exempt from the provisions of Section 25130: (a) Any security issued by a person that is the issuer of any security...
- California Corporations Code Section 25101.1
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security that is offered or sold in a transaction that is...
- California Corporations Code Section 25102
The following transactions are exempted from the provisions of Section 25110: (a) Any offer (but not a sale) not involving any public offering and the...
- California Corporations Code Section 25102.1
The following transactions are not subject to Sections 25110, 25120, and 25130: (a) Any offer or sale of a security to a "qualified purchaser" as...
- California Corporations Code Section 25102.5
There shall be exempted from Section 25110 a transaction that is the sale of a series of notes secured directly by an interest in the...
- California Corporations Code Section 25103
The following transactions are exempted from the provisions of Section 25110 and Section 25120: (a) Any negotiations or agreements prior to general solicitation of approval...
- California Corporations Code Section 25104
The following transactions are exempted from the provisions of Section 25130: (a) Any offer or sale of a security by the bona fide owner thereof...
- California Corporations Code Section 25105
There shall be exempted from the provisions of Section 25110, 25120 or 25130 any other transaction which the commissioner by rule exempts as not being...
- California Corporations Code Section 25110
It is unlawful for any person to offer or sell in this state any security in an issuer transaction (other than in a transaction subject...
- California Corporations Code Section 25111
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 in connection with the same offering may be...
- California Corporations Code Section 25112
(a) Any security issued by a person which is the issuer of any security registered under Section 12 of the Securities Exchange Act of 1934...
- California Corporations Code Section 25113
(a) All securities, whether or not eligible for qualification by coordination under Section 25111 or qualification by notification under Section 25112, may be qualified by...
- California Corporations Code Section 25114
Every qualification under this chapter is effective for 12 months from its effective date, unless the commissioner by order or rule specifies a different period,...
- California Corporations Code Section 25115
Every application for qualification of an issuer transaction under this chapter shall be signed and verified by the issuer; every application for qualification of a...
- California Corporations Code Section 25116
(a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (commencing with Section 25120), and the purchasers or holders...
- California Corporations Code Section 25117
(a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usury provisions of Section 1 of Article XV of...
- California Corporations Code Section 25118
(a) An evidence of indebtedness issued by an entity or guaranteed by an entity that is an affiliate (as defined in Section 150) of the...
- California Corporations Code Section 25120
(a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this state any security in any of...
- California Corporations Code Section 25121
The securities qualified for sale under this chapter shall be qualified by permit under this section. The application for the permit shall be signed and...
- California Corporations Code Section 25122
Qualification of securities under this chapter becomes effective upon the commissioner issuing a permit authorizing the issuance of such securities.
- California Corporations Code Section 25130
It is unlawful for any person to offer or sell any security in this state in any nonissuer transaction unless it is qualified for such...
- California Corporations Code Section 25131
(a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qualification under Section 25111, shall be qualified by...
- California Corporations Code Section 25132
Every qualification under this chapter and every qualification of a nonissuer transaction under Section 25111 is effective for 12 months from its effective date, except...
- California Corporations Code Section 25133
It is unlawful for any person without the written consent of the commissioner to consummate the sale or transfer of any securities heretofore or hereafter...
- California Corporations Code Section 25134
Every applicant seeking qualification for the sale of securities shall, upon request of the commissioner, furnish to the commissioner an authorization for examination of the...
- California Corporations Code Section 25140
(a) (1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking the effectiveness of, any qualification of an underwritten offering...
- California Corporations Code Section 25141
The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section 25110) or Chapter 3 (commencing with Section 25120) of this...
- California Corporations Code Section 25142
When application is made for a permit to issue securities or to deliver other consideration (whether or not the security or transaction is exempt from...
- California Corporations Code Section 25143
(a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualification pending final determination of any proceeding under this chapter. Upon...
- California Corporations Code Section 25144
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is...
- California Corporations Code Section 25145
Every issuer qualifying securities for sale in this state shall at all times keep and maintain a complete set of books, records, and accounts of...
- California Corporations Code Section 25146
For a period of 18 months after the qualification is effective, the commissioner may by rule or order require an issuer who has filed an...
- California Corporations Code Section 25147
The commissioner may by rule or order require as a condition of qualification that any security qualified under Section 25113 be sold only on a...
- California Corporations Code Section 25148
Except in cases where the delivery of a prospectus or proxy statement is required under the Securities Act of 1933 or the Securities Exchange Act...
- California Corporations Code Section 25149
The commissioner may act as escrow holder for securities required to be deposited in escrow by his order.
- California Corporations Code Section 25150
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an...
- California Corporations Code Section 25151
(a) Upon the filing of a written request for the consent to transfer securities referred to in Section 25133, accompanied by such information and documents...
- California Corporations Code Section 25160
Every application for qualification shall state (1) the maximum amount of securities proposed to be offered in this state; and (2) any adverse order, judgment,...
- California Corporations Code Section 25161
Any document filed under this law or a predecessor statute may be incorporated by reference in a subsequent application or notice filing if it was...
- California Corporations Code Section 25162
An amendment to an application filed after the effective date of the qualification of the sale of securities, if such amendment is approved by the...
- California Corporations Code Section 25163
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
- California Corporations Code Section 25164
(a) Neither (1) the fact that an application for qualification under this law has been filed nor (2) the fact that such qualification has become...
- California Corporations Code Section 25165
Every applicant for qualification of the sale of securities under this law or every person filing an application or a notice under Sections 25100.1, 25101.1,...
- California Corporations Code Section 25166
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the...
- California Corporations Code Section 25200
A broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any certificate denied or revoked under this law or any...
- California Corporations Code Section 25202
(a) An investment adviser shall not be subject to Section 25230 if (1) the investment adviser does not have a place of business in this...
- California Corporations Code Section 25203
A person whose only clients are insurance companies shall be exempted from the provisions of Section 25230.
- California Corporations Code Section 25204
The commissioner may by such rules as he deems necessary or appropriate in the public interest or for the protection of investors, either unconditionally or...
- California Corporations Code Section 25206
A broker licensed by the Real Estate Commissioner is exempt from the provisions of Section 25210 when engaged in transactions in any interest in any...
- California Corporations Code Section 25207
A financial institution that undertakes activities with respect to an investment company pursuant to the provisions of Section 1338, 6524, 14652.5, or 18022.5 of the...
- California Corporations Code Section 25208
A person licensed as a capital access company under Division 3 (commencing with Section 28000) of Title 4 is exempt from the provisions of Section...
- California Corporations Code Section 25209
Section 25210 shall not apply to an agent of an issuer when engaged in transactions exempted by subdivision (q) of Section 25102, provided that the...
- California Corporations Code Section 25210
(a) Unless exempted under the provisions of Chapter 1 (commencing with Section 25200) of this part, no broker-dealer shall effect any transaction in, or induce...
- California Corporations Code Section 25211
(a) The application for a certificate as a broker-dealer shall be accompanied by the consent to service of process specified in Section 25240 and, unless...
- California Corporations Code Section 25211.5
A broker-dealer acting pursuant to a certificate which is then in effect and which is issued pursuant to Section 25211, shall be exempt from the...
- California Corporations Code Section 25212
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a certificate to, suspend for a period not exceeding 12 months...
- California Corporations Code Section 25212.1
The commissioner may immediately revoke by order the certificate of any broker-dealer if the broker-dealer fails to comply with any currently effective order of the...
- California Corporations Code Section 25213
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or suspend for a period not exceeding 12 months, or deny or...
- California Corporations Code Section 25213.3
The commissioner shall, after appropriate notices and opportunity for hearing, by order suspend, for a period not exceeding 12 months, or bar from any position...
- California Corporations Code Section 25214
(a) It is unlawful for any person, as to whom an order suspending or barring employment or control is in effect pursuant to Section 25213...
- California Corporations Code Section 25215
No order may be entered under Section 25212, 25213, 25213.3, or 25252 except after notice to any person affected thereby (and, in the case of...
- California Corporations Code Section 25216
(a) No broker-dealer or agent shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in this...
- California Corporations Code Section 25217
(a) No broker-dealer licensed under this chapter shall, effect any transaction in, or induce or attempt to induce the purchase or sale of, any security...
- California Corporations Code Section 25218
No broker-dealer licensed under this chapter shall effect any transaction in, or induce or attempt to induce the purchase or sale of, any security in...
- California Corporations Code Section 25219
Notwithstanding any other provision of this division, if in his or her opinion the public interest and the protection of investors so require, the commissioner...
- California Corporations Code Section 25220
At any time after the issuance of an order under Section 25219, any interested person (including, but not limited to, the issuer of the security...
- California Corporations Code Section 25221
(a) Notwithstanding any other provision of law, a broker-dealer, or any affiliate thereof, licensed under this chapter, or any officer or employee thereof, may submit...
- California Corporations Code Section 25230
(a) It is unlawful for any investment adviser to conduct business as an investment adviser in this state unless the investment adviser has first applied...
- California Corporations Code Section 25230.1
(a) A person that is registered under Section 203 of the Investment Advisers Act of 1940 as an investment adviser is not subject to the...
- California Corporations Code Section 25231
(a) Any investment adviser, or any person who contemplates becoming an investment adviser, may apply for a certificate to act as an investment adviser by...
- California Corporations Code Section 25232
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a certificate to, or suspend for a period not exceeding 12...
- California Corporations Code Section 25232.1
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or suspend for a period not exceeding 12 months, or bar from...
- California Corporations Code Section 25232.2
(a) It is unlawful for any person, as to whom an order suspending or revoking the person's certificate as an investment adviser is in effect...
- California Corporations Code Section 25232.3
The commissioner may immediately revoke the certificate of any investment adviser if the investment adviser fails to comply with any currently effective order of the...
- California Corporations Code Section 25233
No order may be entered under Section 25232, 25232.1, or 25252 except after notice to the person affected thereby of the intention of the commissioner...
- California Corporations Code Section 25234
(a) No investment adviser licensed under this chapter shall in this state enter into, extend or renew any investment advisory contract, or in any way...
- California Corporations Code Section 25235
It is unlawful for any investment adviser, directly or indirectly, in this state: (a) To employ any device, scheme, or artifice to defraud any client...
- California Corporations Code Section 25236
(a) No investment adviser licensed under this chapter shall conduct any business as such investment adviser in this state unless the investment adviser and all...
- California Corporations Code Section 25237
The commissioner shall prescribe rules with respect to investment advisers licensed under this chapter who have custody of their clients' securities or funds or who...
- California Corporations Code Section 25238
No investment adviser licensed under this chapter and no natural person associated with the investment adviser shall engage in investment advisory activities, or attempt to...
- California Corporations Code Section 25240
Every applicant for a certificate as a broker-dealer or an investment adviser (other than a California corporation), and every investment adviser subject to Section 25230.1,...
- California Corporations Code Section 25241
(a) Every broker-dealer and every investment adviser licensed under Section 25230 shall make and keep accounts, correspondence, memorandums, papers, books, and other records and shall...
- California Corporations Code Section 25242
(a) Surrender of a certificate as a broker-dealer or investment adviser becomes effective 30 days after receipt of an application to surrender that certificate or...
- California Corporations Code Section 25243
It is unlawful for any person holding a certificate as a broker-dealer or investment adviser under this part to represent or imply in any manner...
- California Corporations Code Section 25243.5
(a) A broker-dealer or investment adviser, or an agent or representative thereof, shall not use a senior-specific certification, credential, or professional designation in connection with...
- California Corporations Code Section 25244
Any person whose certificate as a broker-dealer or investment adviser has been suspended or revoked shall immediately surrender such certificate to the commissioner.
- California Corporations Code Section 25245
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the...
- California Corporations Code Section 25246
It is unlawful for any agent or broker-dealer to require, as a condition to the purchase or sale of securities for and in the name...
- California Corporations Code Section 25247
(a) Upon written or oral request, the commissioner shall make available to any person the information specified in Section 6254.12 of the Government Code and...
- California Corporations Code Section 25248
(a) If the commissioner finds, as a result of any examination or investigation or from any report made to the commissioner, that any person subject...
- California Corporations Code Section 25249
If, after examination or investigation, the commissioner has reasonable grounds to believe that any broker-dealer or investment adviser has violated any law or rule binding...
- California Corporations Code Section 25250
If, after examination or investigation, the commissioner has reasonable grounds to believe that any broker-dealer or investment adviser, other than an investment adviser subject to...
- California Corporations Code Section 25251
(a) No order issued pursuant to Section 25249 or 25250 may become final except after notice to the affected broker-dealer or investment adviser of the...
- California Corporations Code Section 25252
The commissioner may, after appropriate notice and opportunity for hearing, by orders, levy administrative penalties as follows: (a) Any person subject to this division, other...
- California Corporations Code Section 25253
(a) Whenever it appears to the commissioner that any of the conditions specified in subdivision (b) has occurred with respect to any broker-dealer or investment...
- California Corporations Code Section 25254
(a) If the commissioner determines it is in the public interest, the commissioner may include in any administrative action brought under this part a claim...
- California Corporations Code Section 25255
The civil, criminal, and administrative remedies available to the commissioner pursuant to this division are not exclusive, and may be sought and employed in any...
- California Corporations Code Section 25256
(a) For any broker-dealer or investment adviser, a disciplinary action taken by the State of California, another state, an agency of the federal government, or...
- California Corporations Code Section 25300
(a) No person shall publish any advertisement in this state concerning any security sold or offered for sale in this state unless a true copy...
- California Corporations Code Section 25301
All advertisements published by any broker-dealer that are exempted from filing by paragraph (1) or paragraph (6) of subdivision (b) of Section 25300 shall be...
- California Corporations Code Section 25302
(a) No person shall publish any advertisement concerning any security in this state after the commissioner finds that the advertisement contains any statement that is...
- California Corporations Code Section 25400
It is unlawful for any person, directly or indirectly, in this state: (a) For the purpose of creating a false or misleading appearance of active...
- California Corporations Code Section 25401
It is unlawful for any person to offer or sell a security in this state or buy or offer to buy a security in this...
- California Corporations Code Section 25402
It is unlawful for an issuer or any person who is an officer, director or controlling person of an issuer or any other person whose...
- California Corporations Code Section 25403
(a) Every person who with knowledge directly or indirectly controls and induces any person to violate any provision of this division or any rule or...
- California Corporations Code Section 25404
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
- California Corporations Code Section 25500
Any person who willfully participates in any act or transaction in violation of Section 25400 shall be liable to any other person who purchases or...
- California Corporations Code Section 25501
Any person who violates Section 25401 shall be liable to the person who purchases a security from him or sells a security to him, who...
- California Corporations Code Section 25501.5
(a) (1) A person who purchases a security from or sells a security to a broker-dealer that is required to be licensed and has not,...
- California Corporations Code Section 25502
Any person who violates Section 25402 shall be liable to the person who purchases a security from him or sells a security to him, for...
- California Corporations Code Section 25502.5
(a) Any person other than the issuer who violates Section 25402 shall be liable to the issuer of the security purchased or sold in violation...
- California Corporations Code Section 25503
Any person who violates Section 25110, 25130 or 25133, or a condition of qualification under Chapter 2 (commencing with Section 25110) of this part, imposed...
- California Corporations Code Section 25504
Every person who directly or indirectly controls a person liable under Section 25501 or 25503, every partner in a firm so liable, every principal executive...
- California Corporations Code Section 25504.1
Any person who materially assists in any violation of Section 25110, 25120, 25130, 25133, or 25401, or a condition of qualification under Chapter 2 (commencing...
- California Corporations Code Section 25504.2
(a) Any accountant, engineer, appraiser, or other person whose profession gives authority to a statement made by such person, who pursuant to rule of the...
- California Corporations Code Section 25505
A corporation which is liable under this chapter shall have a right of indemnification against any of its principal executive officers, directors, and controlling persons...
- California Corporations Code Section 25506
(a) For proceedings commencing before January 1, 2005, no action shall be maintained to enforce any liability created under Section 25500, 25501, or 25502 (or...
- California Corporations Code Section 25506.1
No action shall be maintained to enforce any liability created under Section 25504.2 unless brought within one year after the discovery of the facts constituting...
- California Corporations Code Section 25507
(a) No action shall be maintained to enforce any liability created under Section 25503 (or Section 25504 or Section 25504.1 insofar as they relate to...
- California Corporations Code Section 25508
No action shall be maintained to enforce any right of indemnification or contribution created by Section 25505 unless brought before the expiration of one year...
- California Corporations Code Section 25508.5
In addition to any other rights provided for under this division, including, but not limited to, Sections 25501 and 25506, or otherwise, a person who...
- California Corporations Code Section 25509
Every cause of action under this chapter survives the death of any person who might have been a plaintiff or defendant.
- California Corporations Code Section 25510
Except as explicitly provided in this chapter, no civil liability in favor of any private party shall arise against any person by implication from or...
- California Corporations Code Section 25530
(a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation...
- California Corporations Code Section 25530.1
In any proceeding under Section 25530, the court may prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine,...
- California Corporations Code Section 25531
(a) The commissioner in his discretion (1) may make such public or private investigations within or outside of this state as he deems necessary to...
- California Corporations Code Section 25532
(a) If, in the opinion of the commissioner, (1) the sale of a security is subject to qualification under this law and it is being...
- California Corporations Code Section 25533
The commissioner may refer any evidence available concerning any violation of this law or of any rule or order hereunder to the Attorney General or...
- California Corporations Code Section 25533.5
The commissioner shall send a copy of a desist and refrain order issued under this law to the Attorney General and the district attorney of...
- California Corporations Code Section 25534
Whenever any securities are issued which the commissioner determines were offered or sold in violation of Section 25110, 25120, or 25130, the commissioner may, by...
- California Corporations Code Section 25535
(a) Any person who violates any provision of this law, or who violates any rule or order under this law, shall be liable for a...
- California Corporations Code Section 25536
(a) The commissioner may take such actions as are authorized by Section 6d of the federal Commodity Exchange Act (7 U.S.C. Sec. 1 et seq.)...
- California Corporations Code Section 25540
(a) Except as provided for in subdivision (b), any person who willfully violates any provision of this division, or who willfully violates any rule or...
- California Corporations Code Section 25541
(a) Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud in connection with the offer, purchase, or sale of...
- California Corporations Code Section 25542
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 25550
When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this law or any rule or order hereunder,...
- California Corporations Code Section 25600
There is in the state government, in the Business and Transportation Agency a Department of Corporations, which shall administer the provisions of this division. The...
- California Corporations Code Section 25601
The commissioner shall have his principal office in the City of Sacramento, and may establish branch offices in the City and County of San Francisco,...
- California Corporations Code Section 25602
In accordance with the laws governing the state civil service, the commissioner shall employ and, with the approval of the Department of Finance, fix the...
- California Corporations Code Section 25603
The commissioner shall adopt a seal bearing the inscription: "Commissioner of Corporations, State of California." The seal shall be affixed to or imprinted on all...
- California Corporations Code Section 25604
The administration and enforcement of, and the education of the public relative to, the laws and programs of the Department of Corporations shall be supported...
- California Corporations Code Section 25605
(a) The commissioner may publish any information filed with him or obtained by him, if, in the judgment of the commissioner, such action is in...
- California Corporations Code Section 25606
(a) The Attorney General shall render to the commissioner opinions upon all questions of law, relating to the construction or interpretation of any law under...
- California Corporations Code Section 25607
(a) Neither the commissioner nor any of the commissioner's assistants, clerks, or deputies shall be interested as a director, officer, shareholder, member (other than a...
- California Corporations Code Section 25608
(a) The commissioner shall charge and collect the fees fixed in this section and Section 25608.1. All fees charged and collected under this section and...
- California Corporations Code Section 25608.1
(a) The fee for an investment company filing a notice pursuant to subdivision (b) of Section 25100.1 is two hundred dollars ($200) plus one-fifth of...
- California Corporations Code Section 25608.2
Commencing July 1, 2000, the fee provisions of subdivision (c) of Section 25608, as they apply to the fee for filing a notice pursuant to...
- California Corporations Code Section 25608.3
(a) Notwithstanding Sections 25608 and 25608.1, the commissioner may set any fee under those sections at an amount below the maximum fee set forth in...
- California Corporations Code Section 25609
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
- California Corporations Code Section 25610
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are necessary to carry out the provisions of...
- California Corporations Code Section 25611
The commissioner may prepare and make available to interested persons lists of persons whose securities are qualified for trading purposes in this state, are exempt...
- California Corporations Code Section 25612
No rule, form or order may be made, amended, or rescinded unless the commissioner finds that the action is necessary or appropriate in the public...
- California Corporations Code Section 25612.3
Unless otherwise provided by rule, the commissioner shall require the use of the following forms: (a) Form BD (Uniform Application for Broker-Dealer Registration) for a...
- California Corporations Code Section 25612.5
(a) To encourage uniform interpretation and administration of this law and the Franchise Investment Law (Division 5 (commencing with Section 31000)) and effective securities and...
- California Corporations Code Section 25613
The commissioner may by rule or order prescribe (1) the form and content of financial statements required under this law, (2) the circumstances under which...
- California Corporations Code Section 25614
All rules of the commissioner (other than those relating solely to the internal administration of the Department of Corporations) shall be made, amended or rescinded...
- California Corporations Code Section 25615
A document is filed when it is received by the commissioner; but no qualification of the sale of securities shall become effective until the appropriate...
- California Corporations Code Section 25616
The commissioner shall keep an index of all qualifications which are or have ever been effective, all denial, suspension, or revocation orders which have been...
- California Corporations Code Section 25617
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified under...
- California Corporations Code Section 25618
The commissioner in his discretion may honor requests from interested persons for interpretive opinions.
- California Corporations Code Section 25619
(a) The commissioner may destroy any applications, notices, orders, permits, and revoked or surrendered certificates, together with the files and folders, as useless or obsolete,...
- California Corporations Code Section 25620
(a) Notwithstanding any other provision of law, the commissioner may by rule or order prescribe circumstances under which to accept electronic records or electronic signatures....
- California Corporations Code Section 25700
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
- California Corporations Code Section 25701
Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of this law or any rule...
- California Corporations Code Section 25702
Whenever a person is entitled under this law to a hearing in accordance with the provisions of the Administrative Procedure Act, Chapter 5 (commencing with...
- California Corporations Code Section 25703
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
- California Corporations Code Section 25704
(a) Except as expressly provided in this section, prior law exclusively governs all suits, actions, prosecutions or proceedings which are pending or may be initiated...
- California Corporations Code Section 25705
All references to "the Corporate Securities Law" in any code or statute of the State of California shall hereafter be deemed to be references to...
- California Corporations Code Section 25706
(a) All effective permits, orders, and consents under the Real Estate Syndicate Act, all administrative orders relating to the Real Estate Syndicate Act, and all...
- California Corporations Code Section 25707
(a) All permits and orders issued under Article 6 (commencing with Section 10237) of Chapter 3 of Part 1 of Division 4 of the Business...
- California Corporations Code Section 27000
Unless the provision or the context otherwise indicates, and except as expressly otherwise provided in this chapter, words used in this division have the meanings...
- California Corporations Code Section 27001
As used in this division "security" includes all of the things enumerated in Section 25019 and also includes shares, stock, and investment certificates as defined...
- California Corporations Code Section 27002
(a) As used in this division, "individual" includes every natural person, domestic or foreign private corporation, nonprofit corporation, unincorporated association, company, partnership of whatever kind,...
- California Corporations Code Section 27003
If any provision of this division, or the application thereof to any person or circumstance, is held invalid, the remainder of this division, or the...
- California Corporations Code Section 27100
Any individual who, within this state, solicits, receives, collects, or solicits any subscription or contract to pay, any contributions, fees, funds, or compensation of any...
- California Corporations Code Section 27101
It is unlawful for any individual, directly or indirectly, in connection with the solicitation, receipt, or collection of, or solicitation of any subscription or contract...
- California Corporations Code Section 27200
Every individual who solicits, receives, collects, or contracts for the payment of, any contributions, fees, funds, or compensation of any kind, in violation of this...
- California Corporations Code Section 27201
No action shall be maintained to enforce any liability created under Section 27200 unless brought before the expiration of two years after the violation upon...
- California Corporations Code Section 27202
Every individual who willfully violates Section 27101 is guilty of a public offense punishable by a fine not exceeding two hundred fifty thousand dollars ($250,000),...
- California Corporations Code Section 28000
This division shall be known and may be cited as the "Capital Access Company Law."
- California Corporations Code Section 28001
This division shall be liberally construed to accomplish its purposes.
- California Corporations Code Section 28002
The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4) shall apply to licensees.
- California Corporations Code Section 28003
The Legislature finds all of the following: (a) It is necessary to increase job opportunities in the state. (b) Promoting the establishment, growth, and expansion...
- California Corporations Code Section 28004
(a) The purpose of this division is to provide for the licensure and regulation of capital access companies that will provide risk capital and management...
- California Corporations Code Section 28030
Subject to additional definitions contained in this division which are applicable to specific provisions of this division, and unless the context otherwise requires, the definitions...
- California Corporations Code Section 28031
"Accredited investor" means a person who is defined in Section 2(a)(15) of the Securities Act of 1933, or any other person that the Securities and...
- California Corporations Code Section 28032
"Affiliate" means any person or persons controlling, controlled by, or under common control with, other specified persons.
- California Corporations Code Section 28033
"Commissioner" means the Commissioner of Corporations or his or her designee with respect to a particular matter.
- California Corporations Code Section 28034
"Company" means a corporation, limited partnership, limited liability company, or other form of business entity, which is organized under the laws of the State of
- California Corporations Code Section 28035
"Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a specified person.
- California Corporations Code Section 28036
"Controlling person," when used with respect to a specified person, means any person who controls the specified person, directly or indirectly, through one or more
- California Corporations Code Section 28037
"Insolvent," when used with respect to any person, means a person who has ceased to pay his or her debts in the ordinary course of...
- California Corporations Code Section 28038
"License" means a license issued under this division authorizing a licensee to transact business as a capital access company.
- California Corporations Code Section 28039
"Licensee" means a company that is licensed under this division.
- California Corporations Code Section 28040
"Officer" means either of the following: (a) When used with respect to a corporation, any person appointed or designated as an officer of the corporation...
- California Corporations Code Section 28041
"Order" means any approval, consent, authorization, exemption, denial, prohibition, or requirement applicable to a specific case issued by the commissioner. "Order" includes any condition of...
- California Corporations Code Section 28042
"Parent," when used with respect to a specified person other than a natural person, means any person other than a natural person that controls the...
- California Corporations Code Section 28043
"Person" means any natural person, proprietorship, joint venture, partnership, trust, business trust, syndicate, association, joint stock company, corporation, limited liability company, government, agency of any...
- California Corporations Code Section 28044
"Principal security holder," means any person who owns, directly or indirectly, of record or beneficially, securities representing 10 percent or more of the voting power...
- California Corporations Code Section 28045
"To provide financing assistance to a person" means to purchase securities issued by the person, either directly from the person, or indirectly through a securities
- California Corporations Code Section 28046
"Security" has the meaning set forth in Section 25019.
- California Corporations Code Section 28047
"Small business firm" means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its...
- California Corporations Code Section 28047.1
"Smaller business firm" means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its...
- California Corporations Code Section 28048
"Subsidiary," when used with respect to a specified person other than a natural person, means any person other than a natural person controlled by the...
- California Corporations Code Section 28049
"Voting power" has the meaning set forth in Section 194.5.
- California Corporations Code Section 28100
The commissioner shall administer and enforce the provisions of this division in a manner that facilitates the legislative purposes set forth in Section 28004, consistent...
- California Corporations Code Section 28101
Whenever the commissioner issues an order or license under this division, the commissioner may impose any conditions that are in his or her opinion necessary...
- California Corporations Code Section 28102
Any application filed with the commissioner under this division or under any regulation or order issued under this division shall be in a form, shall...
- California Corporations Code Section 28103
In determining whether to approve any application filed under this division or under any regulation or order issued under this division, the commissioner may consider...
- California Corporations Code Section 28104
(a) The commissioner may do both of the following: (1) Make public or private investigations within or outside this state that he or she deems...
- California Corporations Code Section 28105
The commissioner may provide information relating to a licensee or any parent or subsidiary of the licensee to, or receive information relating to a licensee...
- California Corporations Code Section 28106
If the commissioner permits any licensee, any affiliate of the licensee, or any governmental agency to inspect or make copies of any record relating to...
- California Corporations Code Section 28107
The commissioner may refer any evidence available concerning any violation of this division or of any regulation or order issued under this division that constitutes...
- California Corporations Code Section 28108
Before any applicant for a license is issued a license, the applicant and each parent and subsidiary of the applicant shall file, and each person...
- California Corporations Code Section 28109
Whenever any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this division or by any regulation or order...
- California Corporations Code Section 28110
(a) Fees shall be paid to, and collected by, the commissioner, as follows: (1) The fee for filing with the commissioner an application for a...
- California Corporations Code Section 28111
(a) If a licensee becomes licensed as a small business investment company and is subject to regulation by the Small Business Administration under the federal...
- California Corporations Code Section 28150
(a) Except as provided in subdivision (b), no person proposing to transact or transacting business in this state, other than a licensee, shall use any...
- California Corporations Code Section 28151
No person other than a person who meets the definition of a licensee may be issued a license under this division.
- California Corporations Code Section 28152
If the commissioner finds all of the following with respect to an application for a license, the commissioner shall approve the application: (a) That the...
- California Corporations Code Section 28153
(a) For purposes of Section 28152, the commissioner may find: (1) That a director, officer, or controlling person of an applicant is not of good...
- California Corporations Code Section 28154
Except pursuant to Section 28551, no license shall be transferable or assignable.
- California Corporations Code Section 28155
No licensee shall represent that it is sponsored, recommended, or approved by, or that its abilities or qualifications have in any respect been passed upon...
- California Corporations Code Section 28200
The organizational documents of the licensee shall include the following statement: (a) The activities of the licensee are limited to the promotion of economic, business,...
- California Corporations Code Section 28201
No licensee shall, except by prior written notice to the commissioner, transact business under any name other than its corporate name.
- California Corporations Code Section 28210
Each licensee shall have a board of directors, executive committee, or other policy body, which shall consist of not less than three members.
- California Corporations Code Section 28211
The board of directors, executive committee, or other policy body of each licensee shall hold a meeting not less frequently than once each calendar year.
- California Corporations Code Section 28212
The board of directors, executive committee, or other policy body of each licensee shall approve the contract to be entered into between the licensee and...
- California Corporations Code Section 28320
(a) No licensee shall relocate its head office without prior written notice to the commissioner. (b) No licensee shall establish, relocate, or close any office...
- California Corporations Code Section 28400
No licensee shall engage in any business other than the following: (a) The business of providing financing assistance through the purchase of securities of small...
- California Corporations Code Section 28404
No licensee shall provide financing assistance to any small business firm for the purpose of evading the requirements of this division.
- California Corporations Code Section 28405
This section creates and authorizes an exempt class of persons pursuant to Section 1 of Article XV of the California Constitution. The restrictions upon rates...
- California Corporations Code Section 28500
Each licensee shall make and keep books, accounts, and other records in the form and in the manner that the commissioner may by regulation or...
- California Corporations Code Section 28501
Each licensee shall, not more than 90 days after the close of each of its fiscal years or within a longer period that the commissioner...
- California Corporations Code Section 28502
Each licensee, director, officer, and employee of a licensee, and each parent and subsidiary of a licensee shall file with the commissioner all reports that...
- California Corporations Code Section 28503
(a) The commissioner shall examine each licensee not less frequently than once each calendar year. (b) (1) The commissioner may at any time examine any...
- California Corporations Code Section 28504
(a) A licensee may, after the approval of the board of directors, executive committee, or other policy body of the licensee, cause or permit any...
- California Corporations Code Section 28505
Subject to the provisions of Rules 250.10 and 250.10.5 of the Commissioner of Corporations (10 C.C.R. Secs. 250.10 and 250.10.5), the commissioner may make available...
- California Corporations Code Section 28550
No person shall, except with the prior written approval of the commissioner, acquire control of a licensee.
- California Corporations Code Section 28551
The commissioner shall approve an application for approval to acquire control of a licensee only if, after notice and a hearing, the commissioner finds all...
- California Corporations Code Section 28552
(a) For purposes of Section 28551, the commissioner may find: (1) That an applicant or a director or officer of an applicant is not of...
- California Corporations Code Section 28600
For purposes of this chapter: (a) "Acquiring licensee" means either of the following: (1) In the case of a merger, the licensee that is the...
- California Corporations Code Section 28601
No licensee shall merge with any other company unless either of the following apply: (a) If the licensee is to be the surviving company, the...
- California Corporations Code Section 28602
No licensee shall purchase all or substantially all of the business of any other person unless the purchase is first approved by the commissioner.
- California Corporations Code Section 28603
No licensee shall sell all or substantially all of its business to any other person unless the other person is a licensee and the sale...
- California Corporations Code Section 28604
The commissioner shall approve an application for approval of a merger, purchase, or sale, only if, after notice and a hearing, the commissioner finds all...
- California Corporations Code Section 28650
Any licensee may offer to surrender its license by filing with the commissioner the license and a report, which shall (a) be in a form,...
- California Corporations Code Section 28651
(a) Except as otherwise provided in subdivision (b), a voluntary surrender of a license shall be effective upon the issuance of an order by the...
- California Corporations Code Section 28700
For purposes of this chapter, unless the context otherwise requires: (a) "Office with a licensee" means the position of director, officer, or employee of the...
- California Corporations Code Section 28701
Whenever it appears to the commissioner that any person has violated, or that there is reasonable cause to believe that any person may violate, any...
- California Corporations Code Section 28702
(a) If the commissioner finds that any person has violated, or that there is reasonable cause to believe that any person may violate, Section 28150,...
- California Corporations Code Section 28703
The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if, after notice and a hearing, the commissioner...
- California Corporations Code Section 28704
(a) The commissioner may issue a cease and desist order, including an order to take appropriate corrective action, if the commissioner finds both of the...
- California Corporations Code Section 28705
The commissioner may issue an order removing a subject person from that person's office with the licensee, if any, and prohibiting that person from further...
- California Corporations Code Section 28706
The commissioner may issue an order removing a subject person from his or her office, if any, with the licensee and prohibiting him or her...
- California Corporations Code Section 28707
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or...
- California Corporations Code Section 28708
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, with the licensee and prohibiting him or...
- California Corporations Code Section 28709
Any person to whom an order is issued under Section 28705, 28706, 28707, or 28708 may apply to the commissioner to modify or rescind the...
- California Corporations Code Section 28710
The commissioner may issue an order suspending or revoking the license of a licensee, if, after notice and a hearing, the commissioner finds any of...
- California Corporations Code Section 28711
(a) If the commissioner finds that any of the factors set forth in Section 28710 is true with respect to any licensee and that it...
- California Corporations Code Section 28712
Any person whose license is suspended or revoked shall immediately deliver the license to the commissioner.
- California Corporations Code Section 28713
Any person to whom an order is issued under Section 28709 or 28710 may apply to the commissioner to modify or rescind the order. The...
- California Corporations Code Section 28714
(a) If the commissioner finds that any of the factors set forth in Section 28709 is true with respect to any licensee and that it...
- California Corporations Code Section 28715
Sections 11041, 11042, and 11043 of the Government Code do not apply to the Commissioner of Corporations.
- California Corporations Code Section 28716
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
- California Corporations Code Section 28800
It shall be unlawful for any person willfully to make any untrue statement of a material fact in any application, report, or other document filed...
- California Corporations Code Section 28801
It shall be unlawful for any person having custody of any of the books, accounts, or other records of a licensee willfully to refuse to...
- California Corporations Code Section 28802
It shall be unlawful for any person, with intent to deceive any director, officer, employee, auditor, or attorney of a licensee, the commissioner or any...
- California Corporations Code Section 28820
In this article, unless the context otherwise requires: (a) (1) "Associate," when used with respect to a licensee, means all of the following: (A) Any...
- California Corporations Code Section 28821
(a) A licensee shall not provide financial or managerial assistance to, or for the benefit of, any person to the detriment of a small business...
- California Corporations Code Section 28880
Any person who willfully violates any provision under this chapter shall upon conviction be fined not more than two hundred fifty thousand dollars ($250,000) or...
- California Corporations Code Section 28881
Nothing in this division limits the power of the state to punish any person for any act which constitutes a crime under any statute.
- California Corporations Code Section 28900
If, after notice and a hearing, the commissioner finds that any person has violated any provision of this division or of any regulation or order...
- California Corporations Code Section 28901
The provisions of Section 28900 are additional to, and not alternative to, other provisions of this division which authorize the commissioner to issue orders or...
- California Corporations Code Section 28950
No provision of this division imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
- California Corporations Code Section 28951
(a) The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that are necessary to carry out this law,...
- California Corporations Code Section 28952
The commissioner may honor requests from interested persons for interpretive opinions.
- California Corporations Code Section 28953
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
- California Corporations Code Section 28954
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
- California Corporations Code Section 28955
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the commissioner under the Corporate Securities Law of 1968 (Part...
- California Corporations Code Section 28956
If any provision of this division , or the application thereof to any person or circumstance, is held invalid, the invalidity shall not affect other...
- California Corporations Code Section 28957
Neither the commissioner nor any employee of the commissioner shall use any information which is filed with or obtained by the commissioner which is not...
- California Corporations Code Section 28958
(a) The program established by this division shall be supported from funds appropriated by the Legislature from the State Corporations Fund. (b) The funds appropriated...
- California Corporations Code Section 29000
Unless the provision or the context otherwise requires, the definitions set forth in this chapter govern the construction of this division.
- California Corporations Code Section 29001
"Person" means an individual, partnership, corporation, limited liability company, or association, either domestic or foreign, whether acting in his or her own right or as...
- California Corporations Code Section 29002
(a) "Trustee" means a person executing a trust, as defined in this section. (b) "Trust" means any voluntary trust expressly created by or declared in...
- California Corporations Code Section 29003
"Contract" includes any agreement, trade, or transaction.
- California Corporations Code Section 29004
"Securities" means all shares in any corporation or association or of trustees, bonds, coupons, scrip, rights, choses in action, and other evidences of debt or...
- California Corporations Code Section 29005
"Commodities" means anything movable that is bought and sold.
- California Corporations Code Section 29006
"Bucket shop" means any room, office, store, building, or other place where any bucketing or bucket shopping contract is made or offered to be made.
- California Corporations Code Section 29007
"Keeper" means any person owning, keeping, managing, operating, or promoting a bucket shop, or assisting to keep, manage, operate, or promote a bucket shop.
- California Corporations Code Section 29008
"Bucketing" or "bucket shopping" means any of the following: (a) Making or offering to make any contract respecting the purchase or sale of any securities...
- California Corporations Code Section 29100
Any person who makes or offers to make any contract constituting bucketing under Section 29008, or who makes any sale constituting bucketing under Section 29008,...
- California Corporations Code Section 29101
Any person who communicates, receives, exhibits, or displays in any manner any statement of quotations of prices of any securities or commodities, with an intent...
- California Corporations Code Section 29102
The felonies specified in this chapter are punishable, for each offense, if the offender is a corporation, by a fine of not less than one...
- California Corporations Code Section 29103
The prosecution, conviction, and punishment of a corporation under any provision of this chapter shall not be deemed to be a prosecution, conviction, or punishment...
- California Corporations Code Section 29104
All contracts for the purchase or sale of shares of the capital stock of any corporation or association without any intention on the part of...
- California Corporations Code Section 29105
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
- California Corporations Code Section 29200
Every person doing business as a broker or making contracts as a broker or agent for the purchase or sale of any securities or commodities...
- California Corporations Code Section 29201
Every person shall, upon written demand therefor, furnish to any customer or principal for whom he has executed any order for the actual purchase or...
- California Corporations Code Section 29500
This division shall be known and may be cited as the "California Commodity Law of 1990." References herein to "this law" refer to the applicable...
- California Corporations Code Section 29501
"Board of trade" means any person or group of persons engaged in buying or selling any commodity or receiving the same for sale on consignment,...
- California Corporations Code Section 29502
"Business days" are all days other than every Saturday, every Sunday and such other days as are specified or provided for as holidays in the...
- California Corporations Code Section 29503
"Commissioner" means the Commissioner of Corporations.
- California Corporations Code Section 29504
"Commodity" means, except as otherwise specified by the commissioner by rule or order, any agricultural, grain, or livestock product or byproduct, any metal or mineral...
- California Corporations Code Section 29505
(a) "Commodity contract" means any account, agreement, or contract for the purchase or sale, primarily for speculation or investment purposes and not for use or...
- California Corporations Code Section 29506
"Commodity Exchange Act" means the federal statute so named, as amended before or after January 1, 1991.
- California Corporations Code Section 29507
"Commodity Futures Trading Commission" means the independent regulatory agency established by Congress to administer the Commodity Exchange Act.
- California Corporations Code Section 29508
"CFTC Rule" means any rule, regulation, or order of the Commodity Futures Trading Commission in effect on January 1, 1991, and all subsequent amendments, additions,...
- California Corporations Code Section 29509
"Commodity merchant" means any of the following, as defined or described in the Commodity Exchange Act or by CFTC Rule: (a) Futures commission merchant. (b)...
- California Corporations Code Section 29510
"Commodity option" means any account, agreement, or contract giving a party thereto the right but not the obligation to purchase or sell one or more...
- California Corporations Code Section 29511
"Financial institution" means (a) a national bank or a bank or trust company incorporated under the laws of this state, (b) a federal savings and...
- California Corporations Code Section 29512
"Good funds" means the verified receipt of immediately available funds according to the applicable requirements of federal Regulation CC.
- California Corporations Code Section 29513
"Offer" includes every offer to sell, offer to purchase, or offer to enter into a commodity contract or commodity option.
- California Corporations Code Section 29514
"Person" means an individual, a corporation, a partnership, a limited liability company, an association, a joint stock company, a trust, an unincorporated organization, a government,...
- California Corporations Code Section 29515
"Precious metal" means the following in either coin, bullion, or other form: (a) Silver. (b) Gold. (c) Platinum. (d) Palladium. (e) Copper. (f) Other items...
- California Corporations Code Section 29515.5
"Purchase price" means all funds paid by or on behalf of a purchaser to a seller of a commodity contract or a commodity option (or...
- California Corporations Code Section 29516
"Sale" or "sell" includes every sale, contract of sale, contract to sell, or disposition, for value.
- California Corporations Code Section 29520
Except as otherwise provided in Section 29530, 29531, or 29532, no person shall sell or purchase or offer to sell or purchase any commodity under...
- California Corporations Code Section 29530
(a) The prohibitions in Section 29520 shall not apply to any transaction offered by and in which any of the following persons (or any employee,...
- California Corporations Code Section 29531
The prohibitions in Section 29520 shall not apply to the following: (a) An account, agreement, or transaction within the exclusive regulatory jurisdiction of the Commodity...
- California Corporations Code Section 29532
The commissioner may by rule or order prescribe the terms and conditions of all transactions and contracts covered by this law and exempt any person...
- California Corporations Code Section 29535
(a) No person shall engage in a trade or business or otherwise act as a commodity merchant unless the person (1) is registered or temporarily...
- California Corporations Code Section 29536
It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of, the offer to sell, the offer to purchase,...
- California Corporations Code Section 29537
(a) Sections 29520, 29535, and 29536 apply to persons who sell or offer to sell when either of the following occur: (1) An offer to...
- California Corporations Code Section 29538
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
- California Corporations Code Section 29540
(a) Whenever it appears to the commissioner that any person has engaged, or is about to engage, in any act or practice constituting a violation...
- California Corporations Code Section 29541
(a) The commissioner in his or her discretion (1) may make public or private investigations within or outside of this state that the commissioner deems...
- California Corporations Code Section 29542
(a) If, in the opinion of the commissioner, any person is engaging in any activity in violation of any provision of this law, or rule...
- California Corporations Code Section 29543
The commissioner may refer the evidence that is available concerning any violation of this law, or of any rule or order under this law, to...
- California Corporations Code Section 29544
(a) Any person who willfully violates any provision of this law, or who willfully violates any rule or order under this law, shall be liable...
- California Corporations Code Section 29545
(a) The commissioner may take actions that are authorized by Section 9a of Title 7 of the United States Code (Section 6d of the federal...
- California Corporations Code Section 29546
The commissioner in his or her discretion may honor requests from interested parties for interpretive opinions.
- California Corporations Code Section 29550
(a) Except as provided in subdivision (b), any person who willfully violates any provision of this law, or who willfully violates any rule or order...
- California Corporations Code Section 29551
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 29552
Any person who materially assists in any violation of this law, or any rule or order of the commissioner under this law, is jointly and...
- California Corporations Code Section 29553
No action shall be maintained to enforce any liability under Section 29552 unless brought before the expiration of four years after the act or transaction...
- California Corporations Code Section 29554
Every cause of action under this law survives the death of any person who might have been a plaintiff or defendant.
- California Corporations Code Section 29555
Except as explicitly provided in this law, no civil liability in favor of any private party shall arise against any person by implication from, or...
- California Corporations Code Section 29560
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, permit,...
- California Corporations Code Section 29561
The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that are necessary to carry out this law, and...
- California Corporations Code Section 29562
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
- California Corporations Code Section 29563
Every final order, decision, certificate, registration, or other official act of the commissioner is subject to judicial review in accordance with law.
- California Corporations Code Section 29564
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the commissioner under the Corporate Securities Law of 1968 (Part...
- California Corporations Code Section 29565
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
- California Corporations Code Section 29566
Neither the commissioner nor any employee of the commissioner shall use any information which is filed with or obtained by the commissioner which is not...
- California Corporations Code Section 29567
(a) The program established by this division shall be supported from funds appropriated by the Legislature from the State Corporations Fund. (b) The funds appropriated...
- California Corporations Code Section 31000
This division may be known as the "Franchise Investment Law." References in this division to "this law" refer to the applicable provisions of this division.
- California Corporations Code Section 31001
The Legislature hereby finds and declares that the widespread sale of franchises is a relatively new form of business which has created numerous problems both...
- California Corporations Code Section 31001.1
(a) To enhance the uniform and efficient administration, and the effective enforcement, of this division, it is the intent of the Legislature that the commissioner...
- California Corporations Code Section 31002
Unless the context otherwise requires, the definitions in this part apply throughout this division.
- California Corporations Code Section 31003
"Advertisement" means any written or printed communication or any communication by means of recorded telephone messages or spoken on radio, television, or similar communications media,...
- California Corporations Code Section 31003.5
"Business days" are all days other than every Saturday, every Sunday, and such other days as are specified or provided for as holidays in the...
- California Corporations Code Section 31004
"Commissioner" means the Commissioner of Corporations.
- California Corporations Code Section 31005
(a) "Franchise" means a contract or agreement, either expressed or implied, whether oral or written, between two or more persons by which: (1) A franchisee...
- California Corporations Code Section 31005.5
For the purposes of this division and in respect only to a franchise as defined in subdivision (b) of Section 31005, the following terms shall...
- California Corporations Code Section 31006
A "franchisee" is a person to whom a franchise is granted.
- California Corporations Code Section 31007
A "franchisor" is a person who grants a franchise.
- California Corporations Code Section 31008
"Area franchise" means any franchise between a franchisor and a franchisee whereby the franchisee is granted the right to operate more than one unit within...
- California Corporations Code Section 31008.5
"Subfranchise" means any contract or agreement between a franchisor and a subfranchisor whereby the subfranchisor is granted the right, for consideration given in whole or...
- California Corporations Code Section 31009
A "subfranchisor" is a person to whom a subfranchise is granted.
- California Corporations Code Section 31010
Where used in this law, unless specifically stated otherwise, "franchise" includes "area franchise" and "subfranchise."
- California Corporations Code Section 31011
"Franchise fee" means any fee or charge that a franchisee or subfranchisor is required to pay or agrees to pay for the right to enter...
- California Corporations Code Section 31012
"Fraud" and "deceit" are not limited to common law fraud or deceit.
- California Corporations Code Section 31013
(a) An offer or sale of a franchise is made in this state when an offer to sell is made in this state, or an...
- California Corporations Code Section 31014
"Order" means a consent, authorization, approval, prohibition or requirement applicable to a specific case issued by the commissioner.
- California Corporations Code Section 31015
"Person" means an individual, a corporation, a partnership, a limited liability company, a joint venture, an association, a joint stock company, a trust or an...
- California Corporations Code Section 31016
"Publish" means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise to disseminate to the public.
- California Corporations Code Section 31017
"Rule" means any published regulation or standard of general application issued by the commissioner.
- California Corporations Code Section 31018
(a) "Sale" or "sell" includes every contract or agreement of sale of, a contract to sell, or disposition of, a franchise or interest in a...
- California Corporations Code Section 31019
"State" means any state, territory, or possession of the United States, the District of Columbia and Puerto Rico.
- California Corporations Code Section 31100
There shall be exempted from any or all of the provisions of Chapter 2 (commencing with Section 31110) any other transaction which the commissioner by...
- California Corporations Code Section 31101
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part the offer and sale of a franchise if...
- California Corporations Code Section 31102
The offer or sale of a franchise by a franchisee for his own account or the offer or sale of the entire area franchise owned...
- California Corporations Code Section 31103
This division shall not be applicable to any transaction relating to a bank credit card plan. "Bank credit card plan" means a credit card plan...
- California Corporations Code Section 31104
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part the offer and sale of a franchise if...
- California Corporations Code Section 31105
Any offer, sale, or other transfer of a franchise, or any interest in a franchise, to a resident of another state or any territory or...
- California Corporations Code Section 31106
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part, any offer, sale, or other transfer of a...
- California Corporations Code Section 31107
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this part, any offer (but not the sale) by a...
- California Corporations Code Section 31108
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110), any offer or sale of a franchise if the franchise involves...
- California Corporations Code Section 31109
Any offer or sale of a franchise that meets all of the following requirements shall be exempt from Chapter 2 (commencing with Section 31110): (a)...
- California Corporations Code Section 31109.1
(a) There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) the offer and sale of a franchise registered under Section...
- California Corporations Code Section 31110
On and after April 15, 1971, it shall be unlawful for any person to offer or sell any franchise in this state unless the offer...
- California Corporations Code Section 31111
(a) The application for registration of an offer shall be filed with the commissioner upon the Uniform Franchise Registration Application, as identified, modified, and supplemented...
- California Corporations Code Section 31112
Any application or amendment under this law shall be signed and verified by the franchisor or by the subfranchisor. Such verification shall be in the...
- California Corporations Code Section 31113
If the commissioner finds that it is necessary and appropriate for the protection of prospective franchisees or subfranchisors because the applicant has failed to demonstrate...
- California Corporations Code Section 31114
The application for registration shall be accompanied by a proposed offering circular, which shall contain the material information set forth in the application for registration,...
- California Corporations Code Section 31115
The commissioner may summarily issue a stop order denying the effectiveness of or suspending or revoking effectiveness of any registration if the commissioner finds: (a)...
- California Corporations Code Section 31116
(a) Except as provided in subdivision (b), if no stop order under Section 31115 is in effect under this law, registration of the offer of...
- California Corporations Code Section 31117
Upon the entry of a stop order under Section 31115 the commissioner shall promptly notify the applicant that it has been entered and of the...
- California Corporations Code Section 31118
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its entry have changed or that it is...
- California Corporations Code Section 31119
(a) It is unlawful to sell any franchise in this state that is subject to registration under this law without first providing to the prospective...
- California Corporations Code Section 31120
A franchise offering shall be deemed duly registered for a period of one year from the effective date of the registration, unless the commissioner by...
- California Corporations Code Section 31121
The registration may be renewed for additional periods of one year each, unless the commissioner by rule or order specifies a different period, by submitting...
- California Corporations Code Section 31122
The registration renewal statement shall be in the form and content prescribed by the commissioner, and shall be accompanied by a proposed offering prospectus. Each...
- California Corporations Code Section 31123
A franchisor shall promptly notify the commissioner in writing, by an application to amend the registration, of any material change in the information contained in...
- California Corporations Code Section 31124
An amendment to an application filed after the effective date of the registration of the sale of franchises, if such amendment is approved by the...
- California Corporations Code Section 31125
(a) An application for registration of a material modification of an existing franchise or of existing franchises shall be in a form and contain information...
- California Corporations Code Section 31150
Every franchisor or subfranchisor offering franchises for sale in this state shall at all times keep and maintain a complete set of books, records, and...
- California Corporations Code Section 31151
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, appraisers, or other experts which may be presented by an...
- California Corporations Code Section 31152
Any document filed under this law or under the Corporate Securities Law of 1968 or a predecessor statute thereto may be incorporated by reference in...
- California Corporations Code Section 31153
In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it.
- California Corporations Code Section 31154
(a) Neither (1) the fact that an application for registration under this law has been filed, nor (2) the fact that such registration has become...
- California Corporations Code Section 31155
Every applicant for registration of an offer to sell franchises under this law, by other than a California corporation, California limited partnership, or California limited...
- California Corporations Code Section 31156
No person shall publish in this state any advertisement offering a franchise subject to the registration requirements of this law unless a true copy of...
- California Corporations Code Section 31157
No person shall publish any advertisement concerning any franchise in this state after the commissioner finds that the advertisement contains any statement that is false...
- California Corporations Code Section 31200
It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice or report filed with the...
- California Corporations Code Section 31201
It is unlawful for any person to offer or sell a franchise in this state by means of any written or oral communication not enumerated...
- California Corporations Code Section 31202
It is unlawful for any person willfully to make any untrue statement of a material fact in any statement required to be disclosed in writing...
- California Corporations Code Section 31203
It is unlawful for any person to violate any order of the commissioner or condition to the effectiveness of the registration of the offer or...
- California Corporations Code Section 31204
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify, or make a false entry in any record, document,...
- California Corporations Code Section 31210
It is unlawful for any person to effect or attempt to effect a sale of a franchise in this state, except in transactions exempted under...
- California Corporations Code Section 31211
If in the opinion of the commissioner any person is acting in violation of Section 31210, the commissioner may order such person to desist and...
- California Corporations Code Section 31220
It shall be a violation of this division for any franchisor, directly or indirectly, through any officer, agent or employee, to restrict or inhibit the...
- California Corporations Code Section 31300
Any person who offers or sells a franchise in violation of Section 31101, 31110, 31119, 31200, or 31202, or in violation of any provision of...
- California Corporations Code Section 31301
Any person who violates Section 31201 shall be liable to any person (not knowing or having cause to believe that such statement was false or...
- California Corporations Code Section 31302
Every person who directly or indirectly controls a person liable under Section 31300 or 31301, every partner in a firm so liable, every principal executive...
- California Corporations Code Section 31302.5
(a) Any person who violates Section 31220 may be sued in the superior court in the county in which the defendant resides or where a...
- California Corporations Code Section 31303
No action shall be maintained to enforce any liability created under Section 31300 unless brought before the expiration of four years after the act or...
- California Corporations Code Section 31304
No action shall be maintained to enforce any liability created under Section 31301 unless brought before the expiration of two years after the violation upon...
- California Corporations Code Section 31305
Every cause of action under this chapter survives the death of any person who might have been a plaintiff or defendant.
- California Corporations Code Section 31306
Except as explicitly provided in this chapter, no civil liability in favor of any private party shall arise against any person by implication from or...
- California Corporations Code Section 31400
(a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any act or practice constituting a violation...
- California Corporations Code Section 31400.1
In any proceeding under Section 31400, the court may prohibit, conditionally or unconditionally, and permanently or for such period of time as it shall determine,...
- California Corporations Code Section 31401
(a) The commissioner may in his discretion (1) make such public or private investigations within or outside of this state as he deems necessary to...
- California Corporations Code Section 31402
If, in the opinion of the commissioner, the offer of any franchise is subject to registration under this law and it is being, or it...
- California Corporations Code Section 31403
If, in the opinion of the commissioner, the offer of any franchise exempt from registration under this law is being or has been offered for...
- California Corporations Code Section 31404
The commissioner may refer evidence that is available concerning any violation of this law or of any rule or order hereunder to the district attorney...
- California Corporations Code Section 31405
(a) Any person who violates any provision of this law, or who violates any rule or order made under this law, shall be liable for...
- California Corporations Code Section 31406
(a) If, upon inspection or investigation, based upon a complaint or otherwise, the commissioner has cause to believe that a person is violating any provision...
- California Corporations Code Section 31407
(a) If, after examination or investigation, the commissioner has reasonable grounds to believe that any person is conducting business in violation of any provision of...
- California Corporations Code Section 31408
(a) If the commissioner determines it is in the public interest, the commissioner may include in any administrative action brought under this division, including a...
- California Corporations Code Section 31410
Any person who willfully violates any provision of this law, or who willfully violates any rule or order under this law, shall upon conviction be...
- California Corporations Code Section 31411
Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud in connection with the offer or sale of any franchise...
- California Corporations Code Section 31412
Nothing in this law limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
- California Corporations Code Section 31420
When any person, including any nonresident of this state, engages in conduct prohibited or made actionable by this law or any rule or order hereunder,...
- California Corporations Code Section 31500
(a) The commissioner shall charge and collect the fees fixed by this section. All fees and charges collected under this section shall be transmitted to...
- California Corporations Code Section 31501
Every final order, decision, license, or other official act of the commissioner is subject to judicial review in accordance with law.
- California Corporations Code Section 31502
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are necessary to carry out the provisions of...
- California Corporations Code Section 31503
All rules of the commissioner, other than those relating solely to the internal administration of the Department of Corporations, shall be made, amended or rescinded...
- California Corporations Code Section 31504
(a) All applications, reports and other papers and documents filed with the commissioner under this law shall be open to public inspection, except that the...
- California Corporations Code Section 31505
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish to any person photostatic or other copies (certified under...
- California Corporations Code Section 31506
(a) The commissioner may destroy any applications or orders, together with the files and folders, as useless or obsolete, four years after the date of...
- California Corporations Code Section 31510
The commissioner in his discretion may honor requests from interested persons for interpretive opinions.
- California Corporations Code Section 31511
No provision of this law imposing any liability applies to any act done or omitted in good faith in conformity with any rule, form, order,...
- California Corporations Code Section 31512
Any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with any provision of this law or any rule...
- California Corporations Code Section 31513
Whenever a person is entitled under this law to a hearing in accordance with the provisions of Chapter 5 (commencing with Section 11500) of Part...
- California Corporations Code Section 31514
If any provision of this law or the application thereof to any person or circumstance is held invalid, the invalidity shall not affect other provisions...
- California Corporations Code Section 31515
Prior law exclusively governs all suits, actions, prosecutions or proceedings which are pending or may be initiated on the basis of facts or circumstances occurring...
- California Corporations Code Section 31516
Nothing in this law is intended to preclude the applicability of the Real Estate Law, Part 1 (commencing with Section 10000), Division 4 of the...
- California Corporations Code Section 35000
This title may be cited as the Subversive Organization Registration Law.
- California Corporations Code Section 35001
This title is enacted in the exercise of the police power of this State for the protection of the public peace and safety by requiring...
- California Corporations Code Section 35002
As used in this title, "subversive organization" means every corporation, association, society, camp, group, bund, political party, assembly, and every body or organization composed of...
- California Corporations Code Section 35003
An organization is "subject to foreign control" if it comes within either of the following descriptions: (a) It solicits or accepts financial contributions, loans, or...
- California Corporations Code Section 35004
"Subversive organization" does not include any labor union or religious, fraternal, or patriotic organization, society, or association whose objectives and aims do not contemplate the...
- California Corporations Code Section 35005
This title imposes additional requirements upon corporations, associations, or organizations which are subversive organizations. Neither the fact that such a corporation, association, or organization was...
- California Corporations Code Section 35006
The Secretary of State may adopt and promulgate such rules and regulations as may be necessary to carry out the provisions of this title, and...
- California Corporations Code Section 35007
If any provision of this title, or the application thereof to any person, corporation, association, organization, or circumstances, is for any reason held invalid, ineffective,...
- California Corporations Code Section 35100
Every subversive organization in existence on September 13, 1941, shall within 30 days after that date, and every subversive organization thereafter organized shall within 10...
- California Corporations Code Section 35101
Every subversive organization shall within 10 days after any revision or amendment of, or other change with respect to, its charter, articles of association, constitution,...
- California Corporations Code Section 35102
Every subversive organization shall within 10 days after a change has been made in its officers, or in its aims, purposes, activities, property holdings, or...
- California Corporations Code Section 35103
Every subversive organization shall at least once in each period of six months file with the Secretary of State a statement subscribed under oath by...
- California Corporations Code Section 35104
Every subversive organization shall within 10 days after the adoption thereof file with the Secretary of State, on such form and in such detail as...
- California Corporations Code Section 35105
All statements or documents filed with the Secretary of State under this title are public records and shall be open to public examination and inspection...
- California Corporations Code Section 35200
Any subversive organization shall not send, deliver, mail, or transmit, or suffer or permit to be sent, delivered, mailed, or transmitted, to any person in...
- California Corporations Code Section 35300
Any subversive organization which violates any provision of this title is guilty of a felony punishable by fine of not less than one thousand dollars...
- California Corporations Code Section 35301
Any officer or member of the board of directors, board of trustees, executive committee, or other similar governing body of a subversive organization who violates...
- California Corporations Code Section 35302
Any person who becomes or remains a member of any subversive organization, or attends a meeting thereof, with knowledge that the organization has failed to...
- California Corporations Code Section 100000
The following acts and sections are repealed: GENERAL LAWS Year: Ch: Page Year: Ch: Page Year: Ch: Page Secs. 1-32, 1858 :298:264 1865- 6:478:620 incl....
- California Corporations Code Section 100001
The following acts and sections are repealed: GENERAL LAWS Year:Ch:Page Year:Ch:Page Year: Ch: Page 1871-2:566:826 1877-8:450:695 1915:190: 422 1873-4:216:320 1877-8:561:883 1931:862:1762 Secs. 1, 2, 3,...
- California Corporations Code Section 100002
The following acts and code sections are repealed: GENERAL LAWS Yea Ch: Page r 186 129 123 9- 70 CIVIL CODE Sections Sections Sections 2395...
- California Corporations Code Section 100003
The following acts and code sections are repealed: GENERAL LAWS Year: Ch: Page 1911 :572 :1093 1933 :409 :1037 1933 :869 :2249 1945 :144 :...
- California Corporations Code Section 100004
Chapter 183 of the Statutes of 1941 is repealed.
- California Corporations Code Section 100005
The Corporate Securities Act (Chapter 532 of the Statutes of 1917) is repealed.
- California Corporations Code Section 100006
Chapter 784 of the Statutes of 1937 is repealed.
- California Corporations Code Section 100007
Chapter 1035 of the Statutes of 1945 is repealed.
- California Corporations Code Section 100008
Chapter 226 of the Statutes of 1923 is repealed.
Last modified: February 13, 2012
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