California Corporations Code

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• California Corporations Code Section 1
  This act shall be known as the Corporations Code.
• California Corporations Code Section 2
  The provisions of this code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, shall be construed...
• California Corporations Code Section 3
  All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are...
• California Corporations Code Section 4
  No action or proceeding commenced before this code takes effect, and no right accrued, is affected by the provisions of this code, but all procedure...
• California Corporations Code Section 5
  Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.
• California Corporations Code Section 6
  Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of...
• California Corporations Code Section 7
  Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised...
• California Corporations Code Section 8
  Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or...
• California Corporations Code Section 9
  Whenever reference is made to any portion of this code or of any other law of this State, the reference applies to all amendments and...
• California Corporations Code Section 10
  "Section" means a section of this code unless some other statute is specifically mentioned. "Subdivision" means a subdivision of the section in which the term...
• California Corporations Code Section 11
  The present tense includes the past and future tenses, and the future tense includes the present.
• California Corporations Code Section 12
  The masculine gender includes the feminine and neuter.
• California Corporations Code Section 13
  The singular number includes the plural, and the plural number includes the singular.
• California Corporations Code Section 14
  "County" includes "city and county."
• California Corporations Code Section 15
  "Shall" is mandatory and "may" is permissive.
• California Corporations Code Section 16
  "Oath" includes affirmation.
• California Corporations Code Section 17
  "Signature" includes mark when the signer cannot write, such signer's name being written near the mark by a witness who writes his own name near...
• California Corporations Code Section 17.1
  (a) In addition to the definition set forth in Section 17, the term "signature" includes a signature in a facsimile document filed pursuant to this...
• California Corporations Code Section 18
  "Person" includes a corporation as well as a natural person.
• California Corporations Code Section 19
  If any provision of this code, or the application thereof to any person or circumstance, is held invalid, the remainder of the code, or the...
• California Corporations Code Section 20
  "Electronic transmission by the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic...
• California Corporations Code Section 21
  "Electronic transmission to the corporation" means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic...
• California Corporations Code Section 100
  (a) This division shall be known and may be cited as the General Corporation Law. (b) This title of the Corporations Code, or any division,...
• California Corporations Code Section 101
  Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division.
• California Corporations Code Section 102
  (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations which...
• California Corporations Code Section 103
  Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act...
• California Corporations Code Section 104
  Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as...
• California Corporations Code Section 105
  A corporation or association may be sued as provided in the Code of Civil Procedure.
• California Corporations Code Section 106
  Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of...
• California Corporations Code Section 107
  No corporation, association or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.
• California Corporations Code Section 108
  The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
• California Corporations Code Section 109
  (a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to...
• California Corporations Code Section 109.5
  (a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 202 and subdivision (a) and (b) of Section 204 may be...
• California Corporations Code Section 110
  (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be...
• California Corporations Code Section 110.5
  The Secretary of State may cancel the filing of articles of a domestic corporation or the filing of a statement and designation by a foreign...
• California Corporations Code Section 111
  All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision...
• California Corporations Code Section 112
  If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602...
• California Corporations Code Section 113
  Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered...
• California Corporations Code Section 114
  All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings,...
• California Corporations Code Section 115
  As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance...
• California Corporations Code Section 116
  Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption...
• California Corporations Code Section 117
  Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the...
• California Corporations Code Section 118
  Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following: (a) The...
• California Corporations Code Section 149
  "Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
• California Corporations Code Section 150
  A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
• California Corporations Code Section 151
  "Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
• California Corporations Code Section 152
  "Approved by (or approval of) the outstanding shares" means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such...
• California Corporations Code Section 153
  "Approved by (or approval of) the shareholders" means approved or ratified by the affirmative vote of a majority of the shares represented and voting at...
• California Corporations Code Section 154
  "Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to...
• California Corporations Code Section 155
  "Board" means the board of directors of the corporation.
• California Corporations Code Section 156
  "Certificate of determination" means a certificate executed and filed pursuant to Section 401.
• California Corporations Code Section 156.1
  "Certificated security" means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer...
• California Corporations Code Section 156.5
  "Certificate of Redomestication" is the document by which the appropriate official of another state approves the redomestication of a California insurer.
• California Corporations Code Section 157
  "Chapter" refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.
• California Corporations Code Section 158
  (a) "Close corporation" means a corporation whose articles contain, in addition to the provisions required by Section 202, a provision that all of the corporation's...
• California Corporations Code Section 159
  "Common shares" means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment...
• California Corporations Code Section 160
  (a) Except as provided in subdivision (b), "control" means the possession, direct or indirect, of the power to direct or cause the direction of the...
• California Corporations Code Section 161
  "Constituent corporation" means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes...
• California Corporations Code Section 161.5
  "Constituent limited partnership" means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
• California Corporations Code Section 161.7
  "Constituent other business entity" means an other business entity that is merged with or into one or more corporations and includes the surviving other business
• California Corporations Code Section 161.9
  "Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
• California Corporations Code Section 162
  "Corporation", unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of...
• California Corporations Code Section 163
  "Corporation subject to the Banking Law" (Division 1 (commencing with Section 99) of the Financial Code) means: (a) Any corporation which, with the approval of...
• California Corporations Code Section 163.1
  For purposes of Section 503, "cumulative dividends in arrears" means only cumulative dividends that have not been paid as required on a scheduled payment date...
• California Corporations Code Section 164
  "Directors" means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other...
• California Corporations Code Section 165
  "Disappearing corporation" means a constituent corporation which is not the surviving corporation.
• California Corporations Code Section 165.5
  "Disappearing limited partnership" means a constituent limited partnership which is not the surviving limited partnership.
• California Corporations Code Section 166
  "Distribution to its shareholders" means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or...
• California Corporations Code Section 167
  "Domestic corporation" means a corporation formed under the laws of this state.
• California Corporations Code Section 167.3
  "Domestic limited liability company" means a limited liability company as defined in subdivision (t) of Section 17000.
• California Corporations Code Section 167.5
  "Domestic limited partnership" means any limited partnership formed under the laws of this state.
• California Corporations Code Section 167.7
  "Domestic other business entity" means an other business entity organized under the laws of this state.
• California Corporations Code Section 167.8
  "Disappearing other business entity" means a constituent other business entity that is not the surviving other business entity.
• California Corporations Code Section 168
  "Equity security" in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership...
• California Corporations Code Section 169
  "Filed", unless otherwise expressly provided, means filed in the office of the Secretary of State.
• California Corporations Code Section 170
  "Foreign association" means a business association organized as a trust under the laws of a foreign jurisdiction.
• California Corporations Code Section 171
  "Foreign corporation" means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259...
• California Corporations Code Section 171.03
  "Foreign limited liability company" means a foreign limited liability company as defined in subdivision (q) of Section 17001.
• California Corporations Code Section 171.05
  "Foreign limited partnership" means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than this state or...
• California Corporations Code Section 171.07
  "Foreign other business entity" means an other business entity organized under the laws of any state, other than this state, or of the District of...
• California Corporations Code Section 171.1
  "Initial transaction statement" means a statement signed by or on behalf of the issuer sent to the new registered owner or registered pledgee, and "written...
• California Corporations Code Section 171.3
  "Limited liability company" means a limited liability company as defined in subdivision (t) of Section 17001.
• California Corporations Code Section 171.5
  "Limited partnership" means a partnership formed by two or more persons and having one or more general partners and one or more limited partners, or...
• California Corporations Code Section 172
  "Liquidation price" or "liquidation preference" means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or distribution of the entire...
• California Corporations Code Section 173
  "Officers' certificate" means a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the...
• California Corporations Code Section 174
  "On the certificate" means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on...
• California Corporations Code Section 174.5
  "Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than...
• California Corporations Code Section 175
  Except as used in Sections 1001, 1101, and 1113, a "parent" of a specified corporation is an affiliate in control (Section 160(a)) of that corporation...
• California Corporations Code Section 176
  "Preferred shares" means shares other than common shares.
• California Corporations Code Section 177
  "Proper county" means the county where the principal executive office of the corporation is located or, if the principal executive office of the corporation is...
• California Corporations Code Section 178
  "Proxy" means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder's attorney in fact giving another person or persons...
• California Corporations Code Section 179
  "Proxyholder" means the person or persons to whom a proxy is given.
• California Corporations Code Section 180
  "Redemption price" means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon...
• California Corporations Code Section 180.5
  "Redomestication" means the transfer of an insurer's place of incorporation from another state to this state or from this state to another state.
• California Corporations Code Section 181
  "Reorganization" means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a "merger reorganization"). (b) The acquisition...
• California Corporations Code Section 182
  "Reverse stock split" means the pro rata combination of all the outstanding shares of a class into a smaller number of shares of the same...
• California Corporations Code Section 183
  "Series" of shares means those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more...
• California Corporations Code Section 183.5
  "Share exchange tender offer" means any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities...
• California Corporations Code Section 184
  "Shares" means the units into which the proprietary interests in a corporation are divided in the articles.
• California Corporations Code Section 185
  "Shareholder" means one who is a holder of record of shares.
• California Corporations Code Section 186
  "Shareholders' agreement" means a written agreement among all of the shareholders of a close corporation, or if a close corporation has only one shareholder between...
• California Corporations Code Section 187
  "Short-form merger" means a merger pursuant to Section 1110.
• California Corporations Code Section 188
  "Stock split" means the pro rata division, otherwise than by a share dividend, of all the outstanding shares of a class into a greater number...
• California Corporations Code Section 189
  (a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation shares of which possessing more than 50 percent of the...
• California Corporations Code Section 190
  "Surviving corporation" means a corporation into which one or more other corporations or one or more other business entities are merged.
• California Corporations Code Section 190.5
  "Surviving limited partnership" means a limited partnership into which one or more other limited partnerships or one or more corporations are merged.
• California Corporations Code Section 190.7
  "Surviving other business entity" means an other business entity into which one or more other business entities or one or more corporations are merged.
• California Corporations Code Section 191
  (a) For the purposes of Chapter 21 (commencing with Section 2100), "transact intrastate business" means entering into repeated and successive transactions of its business in...
• California Corporations Code Section 191.1
  "Uncertificated security" means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102...
• California Corporations Code Section 192
  "Vacancy" when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether...
• California Corporations Code Section 193
  "Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
• California Corporations Code Section 194
  "Vote" includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
• California Corporations Code Section 194.5
  "Voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not...
• California Corporations Code Section 194.7
  "Voting shift" means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one...
• California Corporations Code Section 195
  "Written" or "in writing" includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies...
• California Corporations Code Section 200
  (a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles...
• California Corporations Code Section 200.5
  (a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division...
• California Corporations Code Section 201
  (a) The Secretary of State shall not file articles setting forth a name in which "bank," " trust," "trustee" or related words appear, unless the...
• California Corporations Code Section 201.5
  The Secretary of State shall not file articles in which the business is to be an insurer unless the certificate of the Insurance Commissioner approving...
• California Corporations Code Section 201.6
  The Secretary of State shall file the certificate of redomestication of an insurer for which articles of incorporation have previously been filed if the Insurance...
• California Corporations Code Section 201.7
  Upon receipt of a certified copy of the commissioner's authorization issued pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of...
• California Corporations Code Section 202
  The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, that in order for the corporation to be subject to...
• California Corporations Code Section 203
  Except as specified in the articles or in any shareholders' agreement, no distinction shall exist between classes or series of shares or the holders thereof.
• California Corporations Code Section 203.5
  (a) If the articles include the designation and number of shares of one or more series within a class, the stated number of shares for...
• California Corporations Code Section 204
  The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the...
• California Corporations Code Section 204.5
  (a) If the articles of a corporation include a provision reading substantially as follows: "The liability of the directors of the corporation for monetary damages...
• California Corporations Code Section 205
  Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, all authorized shares of...
• California Corporations Code Section 206
  Subject to any limitation contained in the articles and to compliance with any other applicable laws, any corporation other than a corporation subject to the...
• California Corporations Code Section 207
  Subject to any limitations contained in the articles and to compliance with other provisions of this division and any other applicable laws, a corporation shall...
• California Corporations Code Section 208
  (a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the shareholders, officers or directors, or the manner...
• California Corporations Code Section 209
  For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
• California Corporations Code Section 210
  If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
• California Corporations Code Section 211
  Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152) or by the approval of the board, except as...
• California Corporations Code Section 212
  (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
• California Corporations Code Section 213
  Every corporation shall keep at its principal executive office in this state, or if its principal executive office is not in this state at its...
• California Corporations Code Section 300
  (a) Subject to the provisions of this division and any limitations in the articles relating to action required to be approved by the shareholders (Section...
• California Corporations Code Section 301
  (a) Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be elected to hold office until the next annual meeting....
• California Corporations Code Section 301.5
  (a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the board of directors into two or three classes...
• California Corporations Code Section 301.7
  (a) A listed corporation engaged in business limited to the operation and maintenance of a recreation venture having golf and tennis facilities and ancillary dining...
• California Corporations Code Section 302
  The board may declare vacant the office of a director who has been declared of unsound mind by an order of court or convicted of...
• California Corporations Code Section 303
  (a) Any or all of the directors may be removed without cause if the removal is approved by the outstanding shares (Section 152), subject to...
• California Corporations Code Section 304
  The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of...
• California Corporations Code Section 305
  (a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the removal of a director, vacancies on the board...
• California Corporations Code Section 306
  If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent, or (b) a corporation's initial directors have not...
• California Corporations Code Section 307
  (a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following...
• California Corporations Code Section 307
  (a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Section 204, in the bylaws, all of the following...
• California Corporations Code Section 308
  (a) If a corporation has an even number of directors who are equally divided and cannot agree as to the management of its affairs, so...
• California Corporations Code Section 309
  (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director...
• California Corporations Code Section 310
  (a) No contract or other transaction between a corporation and one or more of its directors, or between a corporation and any corporation, firm or...
• California Corporations Code Section 311
  The board may, by resolution adopted by a majority of the authorized number of directors, designate one or more committees, each consisting of two or...
• California Corporations Code Section 312
  (a) A corporation shall have a chairman of the board or a president or both, a secretary, a chief financial officer and such other officers...
• California Corporations Code Section 313
  Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction statement or written statement,...
• California Corporations Code Section 314
  The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or...
• California Corporations Code Section 315
  (a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, any director or officer of the corporation...
• California Corporations Code Section 316
  (a) Subject to the provisions of Section 309, directors of a corporation who approve any of the following corporate actions shall be jointly and severally...
• California Corporations Code Section 317
  (a) For the purposes of this section, "agent" means any person who is or was a director, officer, employee or other agent of the corporation,...
• California Corporations Code Section 318
  (a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of...
• California Corporations Code Section 400
  (a) A corporation may issue one or more classes or series of shares or both, with full, limited or no voting rights and with such...
• California Corporations Code Section 401
  (a) Before any corporation issues any shares of any class or series of which the rights, preferences, privileges, and restrictions, or any of them, or...
• California Corporations Code Section 402
  (a) A corporation may provide in its articles for one or more classes or series of shares which are redeemable, in whole or in part,...
• California Corporations Code Section 402.5
  The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series of preferred shares (Section 176) the designation of which includes...
• California Corporations Code Section 403
  (a) When so provided in the articles, a corporation may issue shares convertible within the time or upon the happening of one or more specified...
• California Corporations Code Section 404
  Either in connection with the issue, subscription or sale of any of its shares, bonds, debentures, notes or other securities or independently thereof, a corporation...
• California Corporations Code Section 405
  (a) If at the time of granting option or conversion rights or at any later time the corporation is not authorized by its articles to...
• California Corporations Code Section 406
  Unless the articles provide otherwise, the board may issue shares, options or securities having conversion or option rights without first offering them to shareholders of...
• California Corporations Code Section 407
  A corporation may, but is not required to, issue fractions of a share originally or upon transfer. If it does not issue fractions of a...
• California Corporations Code Section 408
  (a) A corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and...
• California Corporations Code Section 409
  (a) Shares may be issued: (1) For such consideration as is determined from time to time by the board, or by the shareholders if the...
• California Corporations Code Section 410
  (a) Every subscriber to shares and every person to whom shares are originally issued is liable to the corporation for the full consideration agreed to...
• California Corporations Code Section 411
  A transferee of shares for which the full agreed consideration has not been paid to the issuing corporation, who acquired them in good faith, without...
• California Corporations Code Section 412
  Every transferee of partly paid shares who acquired them under a certificate or initial transaction statement showing the fact of part payment, and every transferee...
• California Corporations Code Section 413
  A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any...
• California Corporations Code Section 414
  (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a shareholder to...
• California Corporations Code Section 415
  Nothing in this division shall be construed as a derogation of any rights or remedies which any creditor or shareholder may have against any promoter,...
• California Corporations Code Section 416
  (a) Every holder of shares in a corporation shall be entitled to have a certificate signed in the name of the corporation by the chairman...
• California Corporations Code Section 417
  If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate...
• California Corporations Code Section 418
  (a) There shall also appear on the certificate, the initial transaction statement, and written statements (unless stated or summarized under subdivision (a) or (b) of...
• California Corporations Code Section 419
  (a) A domestic or foreign corporation may issue a new share certificate or a new certificate for any other security in the place of any...
• California Corporations Code Section 420
  Neither a domestic nor foreign corporation nor its transfer agent or registrar is liable: (a) For transferring or causing to be transferred on the books...
• California Corporations Code Section 421
  Each holder of shares of a close corporation, whether original or subsequent, by accepting the certificates for the shares which contain the legend required by...
• California Corporations Code Section 422
  (a) When the articles are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any...
• California Corporations Code Section 423
  (a) Shares are not assessable except as provided in this section or as otherwise provided by a statute other than this division. If the articles...
• California Corporations Code Section 500
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) except as follows: (a) The distribution may...
• California Corporations Code Section 501
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) if the corporation or the subsidiary making...
• California Corporations Code Section 502
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) on any shares of its stock of...
• California Corporations Code Section 503
  Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation's shareholders (Section 166) on any shares of its stock of...
• California Corporations Code Section 503.1
  The provisions of Sections 500, 501, 502 and 503 shall not apply to a purchase or redemption of shares of a deceased shareholder from the...
• California Corporations Code Section 503.2
  The provisions of Sections 500, 501, 502, and 503 shall not apply to the purchase or redemption of shares of a disabled shareholder from the...
• California Corporations Code Section 504
  (a) The provisions of Section 500 do not apply to a dividend declared by either of the following: (1) A regulated investment company, as defined...
• California Corporations Code Section 505
  Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the purchase or redemption of a corporation's own shares by provision in...
• California Corporations Code Section 506
  (a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts indicating the impropriety thereof is liable to the corporation for...
• California Corporations Code Section 507
  Each dividend other than one chargeable to retained earnings shall be identified in a notice to shareholders as being made from a source other than...
• California Corporations Code Section 508
  This chapter does not apply in connection with any proceeding for winding up and dissolution under Chapter 18 or 19.
• California Corporations Code Section 509
  (a) A corporation may redeem any or all shares which are redeemable at its option by (1) giving notice of redemption, and (2) payment or...
• California Corporations Code Section 510
  (a) When a corporation reacquires its own shares, those shares are restored to the status of authorized but unissued shares, unless the articles prohibit the...
• California Corporations Code Section 511
  Notwithstanding the provisions of this chapter, a negotiable instrument issued by a corporation for the purchase or redemption of shares shall be enforceable by a...
• California Corporations Code Section 600
  (a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with...
• California Corporations Code Section 601
  (a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less...
• California Corporations Code Section 602
  (a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum...
• California Corporations Code Section 603
  (a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without...
• California Corporations Code Section 604
  (a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100...
• California Corporations Code Section 605
  (a) For the purpose of determining whether a corporation has outstanding shares held of record by 100 or more persons, shares shall be deemed to...
• California Corporations Code Section 700
  (a) Except as provided in Section 708 and except as may be otherwise provided in the articles, each outstanding share, regardless of class, shall be...
• California Corporations Code Section 701
  (a) In order that the corporation may determine the shareholders entitled to notice of any meeting or to vote or entitled to receive payment of...
• California Corporations Code Section 702
  (a) Subject to subdivision (c) of Section 703, shares held by an administrator, executor, guardian, conservator or custodian may be voted by such holder either...
• California Corporations Code Section 703
  (a) Shares standing in the name of another corporation, domestic or foreign, may be voted by an officer, agent, or proxyholder as the bylaws of...
• California Corporations Code Section 704
  If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband...
• California Corporations Code Section 705
  (a) Every person entitled to vote shares may authorize another person or persons to act by proxy with respect to such shares. Any proxy purporting...
• California Corporations Code Section 706
  (a) Notwithstanding any other provision of this division, an agreement between two or more shareholders of a corporation, if in writing and signed by the...
• California Corporations Code Section 707
  (a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If...
• California Corporations Code Section 708
  (a) Except as provided in Sections 301.5 and 708.5, every shareholder complying with subdivision (b) and entitled to vote at any election of directors may...
• California Corporations Code Section 708.5
  (a) For purposes of this section,the following definitions shall apply: (1) "Uncontested election" means an election of directors in which, at the expiration of the...
• California Corporations Code Section 709
  (a) Upon the filing of an action therefor by any shareholder or by any person who claims to have been denied the right to vote,...
• California Corporations Code Section 710
  (a) This section applies to a corporation with outstanding shares held of record by 100 or more persons (determined as provided in Section 605) that...
• California Corporations Code Section 711
  (a) The Legislature finds and declares that: Many of the residents of this state are the legal and beneficial owners or otherwise the ultimate beneficiaries...
• California Corporations Code Section 800
  (a) As used in this section, "corporation" includes an unincorporated association; "board" includes the managing body of an unincorporated association; "shareholder" includes a member of...
• California Corporations Code Section 900
  (a) By complying with the provisions of this chapter, a corporation may amend its articles from time to time, in any and as many respects...
• California Corporations Code Section 901
  Before any shares have been issued, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, if...
• California Corporations Code Section 902
  (a) After any shares have been issued, amendments may be adopted if approved by the board and approved by the outstanding shares (Section 152), either...
• California Corporations Code Section 903
  (a) A proposed amendment must be approved by the outstanding shares (Section 152) of a class, whether or not such class is entitled to vote...
• California Corporations Code Section 904
  (a) Except as provided in subdivision (b), if any amendment of the articles would make shares assessable or would authorize remedy by action for the...
• California Corporations Code Section 905
  In the case of amendments adopted after the corporation has issued any shares, the corporation shall file a certificate of amendment, which shall consist of...
• California Corporations Code Section 906
  In the case of amendments adopted by the incorporators or the board under Section 901, the corporation shall file a certificate of amendment signed and...
• California Corporations Code Section 907
  (a) The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (1) By...
• California Corporations Code Section 908
  Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any stock split, reverse stock split,...
• California Corporations Code Section 909
  A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, if it has...
• California Corporations Code Section 910
  (a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers' certificate or, in circumstances...
• California Corporations Code Section 911
  (a) A corporation may, by amendment of its articles pursuant to this section, convert to a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit...
• California Corporations Code Section 1000
  Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation's property, real or personal, for the purpose of...
• California Corporations Code Section 1001
  (a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are...
• California Corporations Code Section 1002
  Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an...
• California Corporations Code Section 1100
  Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167),...
• California Corporations Code Section 1101
  The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of...
• California Corporations Code Section 1101.1
  Subdivision (c) of Section 1113 and the last two sentences of Section 1101 do not apply to any transaction if the Commissioner of Corporations, the...
• California Corporations Code Section 1102
  Each corporation shall sign the agreement by its chairman of the board, president or a vice president and secretary or an assistant secretary acting on...
• California Corporations Code Section 1103
  After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200),...
• California Corporations Code Section 1104
  Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of...
• California Corporations Code Section 1105
  The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further...
• California Corporations Code Section 1106
  A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in...
• California Corporations Code Section 1107
  (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to...
• California Corporations Code Section 1107.5
  (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability...
• California Corporations Code Section 1108
  (a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by...
• California Corporations Code Section 1109
  Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another...
• California Corporations Code Section 1110
  (a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the...
• California Corporations Code Section 1111
  If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved...
• California Corporations Code Section 1112
  If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a...
• California Corporations Code Section 1113
  (a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not...
• California Corporations Code Section 1150
  For purposes of this chapter, the following definitions shall apply: (a) "Converted corporation" means a corporation that results from a conversion of an other business...
• California Corporations Code Section 1151
  (a) A corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, (1) each share...
• California Corporations Code Section 1152
  (a) A corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion shall state...
• California Corporations Code Section 1153
  (a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation converting...
• California Corporations Code Section 1155
  (a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the...
• California Corporations Code Section 1156
  (a) Whenever a corporation or other business entity having any real property in this state converts into a corporation or an other business entity pursuant...
• California Corporations Code Section 1157
  (a) An other business entity or a foreign other business entity or a foreign corporation may be converted into a corporation pursuant to this chapter...
• California Corporations Code Section 1158
  (a) An entity that converts into another entity pursuant to this chapter is for all purposes other than for the purposes of Part 10 (commencing...
• California Corporations Code Section 1159
  The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation...
• California Corporations Code Section 1160
  (a) Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150)...
• California Corporations Code Section 1200
  A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by the board of: (a) Each constituent corporation in a...
• California Corporations Code Section 1201
  (a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of each class of each corporation the approval of...
• California Corporations Code Section 1201.5
  (a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the outstanding shares (Section 152) of each class...
• California Corporations Code Section 1202
  (a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of...
• California Corporations Code Section 1203
  (a) If a tender offer, including a share exchange tender offer (Section 183.5), or a written proposal for approval of a reorganization subject to Section...
• California Corporations Code Section 1300
  (a) If the approval of the outstanding shares (Section 152) of a corporation is required for a reorganization under subdivisions (a) and (b) or subdivision...
• California Corporations Code Section 1301
  (a) If, in the case of a reorganization, any shareholders of a corporation have a right under Section 1300, subject to compliance with paragraphs (3)...
• California Corporations Code Section 1302
  Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (i) of Section...
• California Corporations Code Section 1303
  (a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder...
• California Corporations Code Section 1304
  (a) If the corporation denies that the shares are dissenting shares, or the corporation and the shareholder fail to agree upon the fair market value...
• California Corporations Code Section 1305
  (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per share. Within the time fixed...
• California Corporations Code Section 1306
  To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shares of their fair market value, they shall...
• California Corporations Code Section 1307
  Cash dividends declared and paid by the corporation upon the dissenting shares after the date of approval of the reorganization by the outstanding shares (Section...
• California Corporations Code Section 1308
  Except as expressly limited in this chapter, holders of dissenting shares continue to have all the rights and privileges incident to their shares, until the...
• California Corporations Code Section 1309
  Dissenting shares lose their status as dissenting shares and the holders thereof cease to be dissenting shareholders and cease to be entitled to require the...
• California Corporations Code Section 1310
  If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders in authorizing a reorganization, any proceedings under Sections 1304...
• California Corporations Code Section 1311
  This chapter, except Section 1312, does not apply to classes of shares whose terms and provisions specifically set forth the amount to be paid in...
• California Corporations Code Section 1312
  (a) No shareholder of a corporation who has a right under this chapter to demand payment of cash for the shares held by the shareholder...
• California Corporations Code Section 1313
  A conversion pursuant to Chapter 11.5 (commencing with Section 1150) shall be deemed to constitute a reorganization for purposes of applying the provisions of this...
• California Corporations Code Section 1400
  (a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or...
• California Corporations Code Section 1401
  (a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by such corporation pursuant to Section 1400...
• California Corporations Code Section 1402
  The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization or arrangement proceeding...
• California Corporations Code Section 1403
  For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as...
• California Corporations Code Section 1500
  Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees...
• California Corporations Code Section 1501
  (a) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal...
• California Corporations Code Section 1502
  (a) Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a...
• California Corporations Code Section 1502.1
  (a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall file annually, within 150 days after the end of...
• California Corporations Code Section 1502.5
  The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fund shall be administered by the Secretary of State who...
• California Corporations Code Section 1503
  (a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may file a signed and acknowledged written statement of...
• California Corporations Code Section 1504
  If a natural person who has been designated agent for service of process pursuant to Section 202, 1502, 2105, or 2117 dies or resigns or...
• California Corporations Code Section 1505
  (a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant...
• California Corporations Code Section 1506
  Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make...
• California Corporations Code Section 1507
  Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting...
• California Corporations Code Section 1508
  The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or Chapter 6 (commencing...
• California Corporations Code Section 1509
  For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation shall, upon written request from...
• California Corporations Code Section 1510
  (a) Any foreign corporation qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a...
• California Corporations Code Section 1511
  Any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or...
• California Corporations Code Section 1512
  (a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named in a share certificate as a shareholder or...
• California Corporations Code Section 1600
  (a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at...
• California Corporations Code Section 1601
  (a) The accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation,...
• California Corporations Code Section 1602
  Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to...
• California Corporations Code Section 1603
  (a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enforce the right of inspection with just and...
• California Corporations Code Section 1604
  In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of the corporation to comply with a proper...
• California Corporations Code Section 1605
  If any record subject to inspection pursuant to this chapter is not maintained in written form, a request for inspection is not complied with unless...
• California Corporations Code Section 1700
  In addition to the provisions of Chapter 4 (commencing with Section 413. 10) of Title 5 of Part 2 of the Code of Civil Procedure,...
• California Corporations Code Section 1701
  Delivery by hand of a copy of any process against the corporation (a) to any natural person designated by it as agent or (b), if...
• California Corporations Code Section 1702
  (a) If an agent for the purpose of service of process has resigned and has not been replaced or if the agent designated cannot with...
• California Corporations Code Section 1800
  (a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed...
• California Corporations Code Section 1801
  (a) The Attorney General may bring an action against any domestic corporation or purported domestic corporation in the name of the people of this state,...
• California Corporations Code Section 1802
  If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in subdivision (b)(2) of...
• California Corporations Code Section 1803
  If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe...
• California Corporations Code Section 1804
  After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up...
• California Corporations Code Section 1805
  (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 1804. (b) When an involuntary proceeding...
• California Corporations Code Section 1806
  When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims...
• California Corporations Code Section 1807
  (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims...
• California Corporations Code Section 1808
  (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 1805 and the determination that the corporation's...
• California Corporations Code Section 1809
  Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment,...
• California Corporations Code Section 1900
  (a) Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holding shares representing 50 percent or more of the...
• California Corporations Code Section 1900.5
  (a) Notwithstanding any other provision of this division, when a corporation has not issued shares, a majority of the directors, or, if no directors have...
• California Corporations Code Section 1901
  (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing such election shall forthwith be filed. (b) The certificate shall be...
• California Corporations Code Section 1902
  (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets by the vote of shareholders holding shares...
• California Corporations Code Section 1903
  (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind...
• California Corporations Code Section 1904
  If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation,...
• California Corporations Code Section 1905
  (a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify...
• California Corporations Code Section 1905.1
  If a corporation has filed a certificate of dissolution with the Secretary of State on or after January 1, 1992, and before the effective date...
• California Corporations Code Section 1906
  Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board...
• California Corporations Code Section 1907
  (a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the...
• California Corporations Code Section 2000
  (a) Subject to any contrary provision in the articles, in any suit for involuntary dissolution, or in any proceeding for voluntary dissolution initiated by the...
• California Corporations Code Section 2001
  The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution...
• California Corporations Code Section 2002
  A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.
• California Corporations Code Section 2003
  When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or...
• California Corporations Code Section 2004
  After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for,...
• California Corporations Code Section 2005
  The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment...
• California Corporations Code Section 2006
  Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if...
• California Corporations Code Section 2007
  (a) If the corporation in process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or...
• California Corporations Code Section 2008
  (a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend, or distribution in cash or property or their...
• California Corporations Code Section 2009
  (a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without...
• California Corporations Code Section 2010
  (a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against...
• California Corporations Code Section 2011
  (a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of...
• California Corporations Code Section 2100
  This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.
• California Corporations Code Section 2101
  (a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State, provided its...
• California Corporations Code Section 2102
  A foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to...
• California Corporations Code Section 2103
  Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1607, inclusive, of the Insurance Code or prevents any foreign insurance...
• California Corporations Code Section 2104
  Any foreign lending institution which has not qualified to do business in this state and which engages in any of the activities set forth in...
• California Corporations Code Section 2105
  (a) A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To obtain that...
• California Corporations Code Section 2106
  (a) Subject to the provisions of subdivision (b), upon payment of the fees required by law the Secretary of State shall file the statement and...
• California Corporations Code Section 2106.5
  The Secretary of State shall not file any statement and designation pursuant to Section 2106 or any amended statement and designation pursuant to Section 2107,...
• California Corporations Code Section 2107
  (a) If any foreign corporation (but not a foreign association) qualified to transact intrastate business shall change its name or make a change affecting an...
• California Corporations Code Section 2110
  Delivery by hand of a copy of any process against a foreign corporation (a) to any officer of the corporation or its general manager in...
• California Corporations Code Section 2110.1
  In addition to the provisions of Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Civil Procedure, process...
• California Corporations Code Section 2111
  (a) If the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated...
• California Corporations Code Section 2112
  (a) Subject to Section 2113, a foreign corporation which has qualified to transact intrastate business may surrender its right to engage in that business within...
• California Corporations Code Section 2113
  (a) The filing of an agreement of merger of a foreign disappearing corporation qualified to transact intrastate business in this state pursuant to Section 1103,...
• California Corporations Code Section 2114
  (a) A foreign corporation that has transacted intrastate business and has thereafter withdrawn from business in this state may be served with process in the...
• California Corporations Code Section 2115
  (a) A foreign corporation (other than a foreign association or foreign nonprofit corporation but including a foreign parent corporation even though it does not itself...
• California Corporations Code Section 2116
  The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the...
• California Corporations Code Section 2117
  (a) Every foreign corporation (other than a foreign association) qualified to transact intrastate business shall file, annually during the applicable filing period, on a form...
• California Corporations Code Section 2117.1
  (a) In addition to the statement required pursuant to Section 2117, every publicly traded foreign corporation shall file annually, within 150 days after the end...
• California Corporations Code Section 2200
  Every corporation that neglects, fails, or refuses: (a) to keep or cause to be kept or maintained the record of shareholders or books of account...
• California Corporations Code Section 2201
  Any officer of a corporation charged with the duty of entering a transfer of shares upon the books of the corporation and issuing a share...
• California Corporations Code Section 2202
  Any penalty prescribed by Section 2200 or Section 2201 shall be in addition to any remedy by injunction or action for damages or by writ...
• California Corporations Code Section 2203
  (a) Any foreign corporation which transacts intrastate business and which does not hold a valid certificate from the Secretary of State may be subject to...
• California Corporations Code Section 2204
  (a) Upon the failure of a corporation to file the statement required by Section 1502, the Secretary of State shall mail a notice of that...
• California Corporations Code Section 2205
  (a) A corporation that (1) fails to file a statement pursuant to Section 1502 for an applicable filing period, (2) has not filed a statement...
• California Corporations Code Section 2206
  (a) Sections 2204 and 2205 apply to foreign corporations with respect to the statements required to be filed by Section 2117. For this purpose, the...
• California Corporations Code Section 2207
  (a) A corporation is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the corporation does both of the...
• California Corporations Code Section 2251
  Any promoter, director or officer of a corporation who knowingly and willfully issues or consents to the issuance of certificates for certificated securities, or initial...
• California Corporations Code Section 2252
  Every person (a) who signs the name of a fictitious person to any subscription for or agreement to take stock in any domestic or foreign...
• California Corporations Code Section 2253
  Any director of a stock corporation, domestic or foreign, who concurs in any vote or act of the directors of the corporation or any of...
• California Corporations Code Section 2254
  Every director, officer or agent of any corporation, domestic or foreign, is guilty of a felony (a) who knowingly concurs in making, publishing or posting...
• California Corporations Code Section 2255
  (a) Every director, officer or agent of any corporation, domestic or foreign, who knowingly receives or acquires possession of any property of the corporation, otherwise...
• California Corporations Code Section 2256
  Every officer, agent or clerk of any corporation, domestic or foreign, or any person proposing to organize such a corporation or to increase the capital...
• California Corporations Code Section 2257
  Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular...
• California Corporations Code Section 2258
  Any foreign corporation subject to the provisions of Chapter 21 which transacts intrastate business without complying therewith is guilty of a misdemeanor, punishable by fine...
• California Corporations Code Section 2259
  Any person who transacts intrastate business on behalf of a foreign corporation which is not authorized to transact such business in this state, knowing that...
• California Corporations Code Section 2260
  In a prosecution for a violation of Section 2252, 2253, 2254, 2255, 2256 or 2257, the fact that the corporation was a foreign corporation is...
• California Corporations Code Section 2300
  As used in this chapter, the term "new law" means this division of the Corporations Code as amended by act of the California Legislature, 1975...
• California Corporations Code Section 2301
  (a) Except as otherwise expressly provided in this chapter, the provisions of the new law apply on and after the effective date to all corporations...
• California Corporations Code Section 2302
  The provisions of Sections 202, 204 (other than subdivision (a) thereof) and 205 of the new law relating to the contents of articles do not...
• California Corporations Code Section 2302.1
  The provisions of subdivision (a) of Section 204, insofar as they require the inclusion of certain provisions in the articles, do not apply to the...
• California Corporations Code Section 2302.5
  The absence of any reference to par value in the articles of a corporation which is subject to the prior law relating to the contents...
• California Corporations Code Section 2303
  Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any statement in the articles of such corporation,...
• California Corporations Code Section 2304
  The effect of a difference between the articles and bylaws in the statement of the number of directors shall not be governed by subdivision (a)...
• California Corporations Code Section 2305
  Subdivision (a) of Section 312 of the new law applies to a corporation existing on the effective date, but the "treasurer" of such corporation shall...
• California Corporations Code Section 2306
  Section 317 of the new law governs any proposed indemnification by a corporation after the effective date, whether the events upon which the indemnification is...
• California Corporations Code Section 2307
  Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificated representing shares of corporations existing on...
• California Corporations Code Section 2308
  Chapter 5 of the new law applies to any distribution to its shareholders made after the effective date by a corporation existing on the effective...
• California Corporations Code Section 2309
  Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.
• California Corporations Code Section 2310
  The provisions of Chapter 6 (commencing with Section 600) and Chapter 7 (commencing with Section 700) (other than Section 706) of the new law apply...
• California Corporations Code Section 2311
  Section 706 of the new law applies to agreements and voting trusts entered into after the effective date and prior law governs such agreements or...
• California Corporations Code Section 2312
  Section 800 of the new law applies to actions commenced after the effective date and prior law governs actions pending on the effective date.
• California Corporations Code Section 2313
  Chapters 10 (commencing with Section 1000), 11 (commencing with Section 1100), 12 (commencing with Section 1200) and 13 (commencing with Section 1300) of the new...
• California Corporations Code Section 2314
  Chapters 18 (commencing with Section 1800) and 20 (commencing with Section 2000) of the new law apply to actions for involuntary dissolution commenced after the...
• California Corporations Code Section 2315
  Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000) of the new law apply to any voluntary dissolution proceeding initiated by the...
• California Corporations Code Section 2316
  A foreign association which has transacted intrastate business in this state prior to the effective date and which is required by Section 2105 of the...
• California Corporations Code Section 2317
  When any corporate agent for service of process has been designated prior to the effective date and such designation of agent included a name of...
• California Corporations Code Section 2318
  Any corporation existing on the first day of January, 1873, formed under the laws of this state, and still existing, which has not already elected...
• California Corporations Code Section 2319
  If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to the effective date pursuant to...
• California Corporations Code Section 5000
  This division shall be known and may be cited as the Nonprofit Corporation Law.
• California Corporations Code Section 5001
  This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
• California Corporations Code Section 5000
  This division shall be known and may be cited as the Nonprofit Corporation Law.
• California Corporations Code Section 5001
  This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.
• California Corporations Code Section 5002
  Unless the provisions or the context otherwise requires, the general provisions and definitions set forth in this part govern the construction of this part and...
• California Corporations Code Section 5003
  (a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part 4 of this division; (2) Corporations expressly...
• California Corporations Code Section 5004
  A corporation may be sued as provided in the Code of Civil Procedure.
• California Corporations Code Section 5005
  Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
• California Corporations Code Section 5005.1
  (a) Except for a liability which may be insured against pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an authorized corporation...
• California Corporations Code Section 5006
  The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180)...
• California Corporations Code Section 5007
  Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corporation, or a foreign business corporation filed pursuant to the provisions of...
• California Corporations Code Section 5008
  (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part...
• California Corporations Code Section 5008.5
  The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
• California Corporations Code Section 5008.6
  (a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not...
• California Corporations Code Section 5009
  Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-, or third-class...
• California Corporations Code Section 5010
  If the articles or bylaws provide for more or less than one vote for any membership on any matter, the references in Sections 5033 and...
• California Corporations Code Section 5011
  All references in Part 3 (commencing with Section 7110) to the voting of memberships include the voting of securities given voting rights in the articles...
• California Corporations Code Section 5012
  All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) to...
• California Corporations Code Section 5013
  As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110), "independent...
• California Corporations Code Section 5014
  Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means such a vote regardless of limitations or...
• California Corporations Code Section 5015
  Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110), or Part...
• California Corporations Code Section 5016
  A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
• California Corporations Code Section 5030
  "Acknowledged" means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4...
• California Corporations Code Section 5031
  A corporation is an "affiliate" of, or a corporation is "affiliated" with, another specified corporation if it directly, or indirectly through one or more intermediaries,...
• California Corporations Code Section 5032
  "Approved by (or approval of) the board" means approved or ratified by the vote of the board or by the vote of a committee authorized...
• California Corporations Code Section 5033
  "Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section...
• California Corporations Code Section 5034
  "Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
• California Corporations Code Section 5035
  "Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
• California Corporations Code Section 5036
  (a) Except as provided in subdivision (b) or (c), "authorized number" means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative...
• California Corporations Code Section 5037
  "Bylaws" includes amendments thereto and amended bylaws.
• California Corporations Code Section 5038
  "Board" means the board of directors of the corporation.
• California Corporations Code Section 5039
  "Business corporation" means a corporation as defined in Section 162 of the General Corporation Law.
• California Corporations Code Section 5040
  "Chapter" refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110)...
• California Corporations Code Section 5041
  "Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
• California Corporations Code Section 5043
  "Common shares," as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution...
• California Corporations Code Section 5044
  "Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation.
• California Corporations Code Section 5045
  "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
• California Corporations Code Section 5046
  (a) "Corporation" as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b)...
• California Corporations Code Section 5047
  Except where otherwise expressly provided, "directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural...
• California Corporations Code Section 5047.5
  (a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the efficient...
• California Corporations Code Section 5048
  "Disappearing corporation" means a constituent corporation which is not the surviving corporation.
• California Corporations Code Section 5049
  "Distribution" means the distribution of any gains, profits or dividends to any member as such. As used in this section, "member" means any person who...
• California Corporations Code Section 5050
  "Domestic corporation" means a corporation formed under the laws of this state.
• California Corporations Code Section 5051
  "Filed," unless otherwise expressly provided, means filed in the office of the Secretary of State.
• California Corporations Code Section 5052
  "Foreign business corporation," as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does...
• California Corporations Code Section 5053
  "Foreign corporation" means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction's law for the incorporation of nonprofit corporations; except that...
• California Corporations Code Section 5054
  "Incentive and benefit plans," as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or...
• California Corporations Code Section 5055
  "Liquidating price" or "liquidation preference," as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or...
• California Corporations Code Section 5056
  (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
• California Corporations Code Section 5057
  A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this division.
• California Corporations Code Section 5058
  "Membership certificate," as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation.
• California Corporations Code Section 5059
  "Nonprofit mutual benefit corporation" or "mutual benefit corporation" means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part...
• California Corporations Code Section 5060
  "Nonprofit public benefit corporation" or "public benefit corporation" means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part...
• California Corporations Code Section 5061
  "Nonprofit religious corporation" or "religious corporation" means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant...
• California Corporations Code Section 5062
  "Officers' certificate" means a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the...
• California Corporations Code Section 5063
  "On the certificate," as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on...
• California Corporations Code Section 5063.5
  "Other business entity" means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than...
• California Corporations Code Section 5064
  A "parent" of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries.
• California Corporations Code Section 5064.5
  "Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
• California Corporations Code Section 5065
  "Person," in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic...
• California Corporations Code Section 5067
  "Preferred shares," as used in Part 3 (commencing with Section 7110), means shares other than common shares.
• California Corporations Code Section 5068
  "Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
• California Corporations Code Section 5069
  "Proxy" means a written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf...
• California Corporations Code Section 5070
  "Proxyholder" means the person or persons to whom a proxy is given.
• California Corporations Code Section 5071
  "Shareholder," as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares.
• California Corporations Code Section 5072
  "Shares," as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business...
• California Corporations Code Section 5073
  (a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation more than 50 percent of the voting power of which...
• California Corporations Code Section 5074
  "Surviving corporation" means a corporation into which one or more other corporations are merged.
• California Corporations Code Section 5075
  "Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
• California Corporations Code Section 5076
  "Verified" means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing...
• California Corporations Code Section 5077
  "Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or subdivision...
• California Corporations Code Section 5078
  "Voting power" means the power to vote for the election of directors at the time any determination of voting power is made and does not...
• California Corporations Code Section 5079
  "Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code, including an electronic transmission by a corporation that satisfies...
• California Corporations Code Section 5080
  "Written ballot" does not include a ballot distributed at a special or regular meeting of members.
• California Corporations Code Section 5110
  This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.
• California Corporations Code Section 5111
  Subject to any other provisions of law of this state applying to the particular class of corporation or line of activity, a corporation may be...
• California Corporations Code Section 5120
  (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named...
• California Corporations Code Section 5121
  (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for...
• California Corporations Code Section 5122
  (a) The Secretary of State shall not file articles setting forth a name in which "bank," "trust," "trustee" or related words appear, unless the certificate...
• California Corporations Code Section 5130
  The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) The following statement: "This...
• California Corporations Code Section 5131
  The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
• California Corporations Code Section 5132
  (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the...
• California Corporations Code Section 5133
  For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the...
• California Corporations Code Section 5134
  If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and...
• California Corporations Code Section 5140
  Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a...
• California Corporations Code Section 5141
  Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or...
• California Corporations Code Section 5142
  (a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of...
• California Corporations Code Section 5150
  (a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the...
• California Corporations Code Section 5151
  (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment...
• California Corporations Code Section 5152
  A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws...
• California Corporations Code Section 5153
  A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by...
• California Corporations Code Section 5160
  Every corporation sha