California Corporations Code CHAPTER 1 - General Provisions and Definitions

• 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, part, chapter, article...
• 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requires, the general provisions and definitions set forth in this chapter govern the construction of this division.(Repealed and...
• Section 102.
  (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that are...
• 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...
• 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...
• Section 105.
  A corporation or association may be sued as provided in the Code of Civil Procedure.(Repealed and added by Stats. 1975, Ch. 682.)
• 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...
• Section 107.
  No corporation, social purpose corporation, association, or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.(Amended...
• 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)...
• 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 any...
• Section 109.5.
  (a) Provisions of the articles described in paragraph (3) of subdivision (g) of Section 202 and subdivisions (a) and (b) of Section 204 may be made...
• 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 filed...
• 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...
• 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...
• 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...
• 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...
• 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,...
• 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...
• 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...
• 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...
• 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 time a...
• 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 of Part...
• 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,...
• 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...
• 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...
• 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...
• 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...
• Section 155.
  “Board” means the board of directors of the corporation.(Added by Stats. 1975, Ch. 682.)
• Section 156.
  “Certificate of determination” means a certificate executed and filed pursuant to Section 401.(Added by Stats. 1975, Ch. 682.)
• 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...
• Section 156.5.
  “Certificate of Redomestication” is the document by which the appropriate official of another state approves the redomestication of a California insurer.(Added by Stats. 1995, Ch....
• Section 156.6.
  All references in this division to “chairperson of the board” shall be deemed to refer to all permissible titles for the chairperson of the board,...
• Section 157.
  “Chapter” refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.(Added by Stats. 1975, Ch. 682.)
• Section 158.
  (a) “Close corporation” means a corporation, including a close social purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a provision...
• 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...
• 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 management...
• 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...
• Section 161.5.
  “Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.(Added by Stats. 1993, Ch....
• 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...
• Section 161.9.
  “Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).(Added by Stats. 2002, Ch. 480, Sec. 1. Effective January 1, 2003.)
• 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...
• Section 163.
  “Corporation subject to the Banking Law” (Division 1.1 (commencing with Section 1000) of the Financial Code) means:(a) Any corporation which, with the approval of the Commissioner...
• Section 163.1.
  For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative dividends in arrears” means only cumulative dividends that have not...
• 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...
• Section 165.
  “Disappearing corporation” means a constituent corporation which is not the surviving corporation.(Added by Stats. 1975, Ch. 682.)
• Section 165.5.
  “Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership.(Added by Stats. 1993, Ch. 543, Sec. 3. Effective January 1,
• 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...
• Section 167.
  “Domestic corporation” means a corporation formed under the laws of this state.(Added by Stats. 1975, Ch. 682.)
• Section 167.3.
  “Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000.(Added by Stats. 1994, Ch. 1200, Sec. 11. Effective...
• Section 167.5.
  “Domestic limited partnership” means any limited partnership formed under the laws of this state.(Amended by Stats. 2006, Ch. 495, Sec. 4. Effective January 1, 2007.)
• Section 167.7.
  “Domestic other business entity” means an other business entity organized under the laws of this state.(Added by Stats. 1994, Ch. 1200, Sec. 12. Effective September...
• Section 167.8.
  “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.(Added by Stats. 1994, Ch. 1200, Sec. 13....
• 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...
• Section 169.
  “Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State.(Added by Stats. 1975, Ch. 682.)
• Section 170.
  “Foreign association” means a business association organized as a trust under the laws of a foreign jurisdiction.(Added by Stats. 1975, Ch. 682.)
• 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...
• Section 171.03.
  “Foreign limited liability company” means a foreign limited liability company as defined in subdivision (j) of Section 17701.02.(Amended by Stats. 2012, Ch. 419, Sec. 5....
• 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...
• 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...
• Section 171.08.
  “Social purpose corporation” means any social purpose corporation formed under Division 1.5 (commencing with Section 2500).(Amended by Stats. 2014, Ch. 694, Sec. 3. (SB 1301)...
• 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...
• Section 171.3.
  “Limited liability company” means a limited liability company as defined in subdivision (k) of Section 17701.02.(Amended by Stats. 2012, Ch. 419, Sec. 6. (SB 323)...
• 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...
• 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...
• Section 173.
  “Officers’ certificate” means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the...
• 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...
• 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...
• 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...
• Section 176.
  “Preferred shares” means shares other than common shares.(Added by Stats. 1975, Ch. 682.)
• 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...
• 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...
• Section 179.
  “Proxyholder” means the person or persons to whom a proxy is given.(Added by Stats. 1975, Ch. 682.)
• 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...
• 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.(Added by Stats....
• 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 by one domestic corporation,...
• 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...
• 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...
• 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...
• Section 184.
  “Shares” means the units into which the proprietary interests in a corporation are divided in the articles.(Added by Stats. 1975, Ch. 682.)
• Section 185.
  “Shareholder” means one who is a holder of record of shares.(Added by Stats. 1975, Ch. 682.)
• 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...
• Section 187.
  “Short-form merger” means a merger pursuant to Section 1110.(Added by Stats. 1975, Ch. 682.)
• 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...
• 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 voting...
• Section 190.
  “Surviving corporation” means a corporation into which one or more other corporations or one or more other business entities are merged.(Amended by Stats. 1994, Ch....
• 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.(Added by Stats. 1993,...
• 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.(Added by...
• 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 this...
• 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...
• 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...
• 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...
• Section 194.
  “Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.(Repealed and added by...
• 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...
• 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...
• 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...

Last modified: October 22, 2018