California Corporations Code CHAPTER 4 - Shares and Share Certificates

• 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 other...
• 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 the...
• 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, (1)...
• 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...
• 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 events...
• 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...
• 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 issue...
• 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...
• 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...
• 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 sale...
• 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 articles so provide,...
• 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 be...
• 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...
• 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...
• 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...
• 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 the...
• 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,...
• 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 chairperson or...
• 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...
• 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 Section...
• 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 certificate...
• 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 of the...
• 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...
• 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 reason,...
• 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 expresssly...

Last modified: October 22, 2018