DIVISION 1. GENERAL CORPORATION LAW [100. - 2319.]

Division 1 repealed and added by Stats. 1975, Ch. 682.

§§ 100–2319 · 398 sections

1. CHAPTER 1. General Provisions and Definitions §§ 100–195 · 96 sections

   • § 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,…
   • § 101 Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this…
   • § 102 (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to…
   • § 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 of the Congress of…
   • § 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 it…
   • § 105 A corporation or association may be sued as provided in the Code of Civil Procedure.
   • § 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 the…
   • § 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…
   • § 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) of…
   • § 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…
   • § 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 dependent…
   • § 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 by, and in the…
   • § 110.5 The Secretary of State may cancel the filing of articles of a domestic corporation, including articles effecting a conversion, or the filing of a statement and…
   • § 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…
   • § 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 to a majority or other…
   • § 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.…
   • § 114 All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets,…
   • § 115 As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined…
   • § 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…
   • § 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 voting…
   • § 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 written…
   • § 119 (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or…
   • § 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…
   • § 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…
   • § 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 to exercise the powers of…
   • § 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…
   • § 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 a duly…
   • § 154 “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of…
   • § 155 “Board” means the board of directors of the corporation.
   • § 156 “Certificate of determination” means a certificate executed and filed pursuant to Section 401.
   • § 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 as…
   • § 156.5 “Certificate of Redomestication” is the document by which the appropriate official of another state approves the redomestication of a California insurer.
   • § 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, as permitted…
   • § 157 “Chapter” refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.
   • § 158 (a) “Close corporation” means a corporation, including a close social purpose corporation, whose articles contain, in addition to the provisions required by…
   • § 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 of…
   • § 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…
   • § 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 a…
   • § 161.5 “Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
   • § 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…
   • § 161.9 “Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
   • § 162 “Corporation”, unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under…
   • § 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…
   • § 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…
   • § 164 “Directors” means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by…
   • § 165 “Disappearing corporation” means a constituent corporation which is not the surviving corporation.
   • § 165.5 “Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership.
   • § 166 “Distribution to its shareholders” means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of…
   • § 167 “Domestic corporation” means a corporation formed under the laws of this state.
   • § 167.3 “Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000.
   • § 167.5 “Domestic limited partnership” means any limited partnership formed under the laws of this state.
   • § 167.7 “Domestic other business entity” means an other business entity organized under the laws of this state.
   • § 167.8 “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
   • § 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,…
   • § 169 “Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State.
   • § 170 “Foreign association” means a business association organized as a trust under the laws of a foreign jurisdiction.
   • § 171 “Foreign corporation” means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and…
   • § 171.03 “Foreign limited liability company” means a foreign limited liability company as defined in subdivision (j) of Section 17701.02.
   • § 171.05 “Foreign limited partnership” means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than…
   • § 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 Columbia or…
   • § 171.08 “Social purpose corporation” means any social purpose corporation formed under Division 1.5 (commencing with Section 2500).
   • § 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…
   • § 171.3 “Limited liability company” means a limited liability company as defined in subdivision (k) of Section 17701.02.
   • § 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 their…
   • § 172 “Liquidation price” or “liquidation preference” means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or…
   • § 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…
   • § 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 the face or, in…
   • § 174.5 “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment…
   • § 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 directly…
   • § 176 “Preferred shares” means shares other than common shares.
   • § 177 “Proper county” means the county where the principal office of the corporation is located or, if the principal office of the corporation is not located in this…
   • § 178 “Proxy” means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another…
   • § 179 “Proxyholder” means the person or persons to whom a proxy is given.
   • § 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 the…
   • § 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.
   • § 181 “Reorganization” means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a “merger reorganization”).…
   • § 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 class by an amendment…
   • § 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…
   • § 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 of a…
   • § 184 “Shares” means the units into which the proprietary interests in a corporation are divided in the articles.
   • § 185 “Shareholder” means one who is a holder of record of shares.
   • § 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…
   • § 187 “Short-form merger” means a merger pursuant to Section 1110.
   • § 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 of shares of the…
   • § 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…
   • § 190 “Surviving corporation” means a corporation into which one or more other corporations or one or more other business entities are merged.
   • § 190.5 “Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or one or more corporations are merged.
   • § 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.
   • § 191 (a) For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” means entering into repeated and successive transactions of…
   • § 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…
   • § 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 caused by…
   • § 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 the…
   • § 194 “Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
   • § 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 include the right to…
   • § 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 or more classes or…
   • § 195 “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic…
2. CHAPTER 2. Organization and Bylaws §§ 200–213 · 20 sections

   • § 200 (a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and…
   • § 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 upon…
   • § 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 certificate…
   • § 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 the…
   • § 201.6 (a) (1) When an insurer has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to this state, the…
   • § 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…
   • § 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 the…
   • § 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.
   • § 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 all series within the…
   • § 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…
   • § 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…
   • § 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 a…
   • § 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…
   • § 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…
   • § 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 of…
   • § 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 Secretary of State is…
   • § 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…
   • § 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 provided in…
   • § 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 of the articles) the…
   • § 213 Every corporation shall keep at its principal office in this state, or if its principal office is not in this state at its principal business office in this…
3. CHAPTER 3. Directors and Management §§ 300–318 · 24 sections

   • § 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 153)…
   • § 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.…
   • § 301.3 (a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the…
   • § 301.4 (a) No later than the close of the 2021 calendar year, a publicly held domestic or foreign corporation whose principal executive offices, according to the…
   • § 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 to serve for…
   • § 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…
   • § 301.9 Notwithstanding Section 301, a mutual water company organized under this division may elect directors to serve staggered four-year terms if authorized in the…
   • § 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 a felony.
   • § 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 the following: (1)…
   • § 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 any class, remove…
   • § 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 may be filled by…
   • § 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 been…
   • § 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 apply: (1)…
   • § 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 that its business can no…
   • § 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 may serve, in good…
   • § 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 association…
   • § 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 more…
   • § 312 (a) A corporation shall have (1) a chairperson of the board, who may be given the title of chair of the board, chairperson of the board, chairperson, or a…
   • § 313 Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebtedness, contract, share certificate, initial transaction…
   • § 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 of the minutes of any…
   • § 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 or of its parent,…
   • § 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…
   • § 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, or is or was…
   • § 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…
4. CHAPTER 4. Shares and Share Certificates §§ 400–423 · 25 sections

   • § 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 rights, preferences,…
   • § 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…
   • § 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) at the option of the…
   • § 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…
   • § 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 and upon…
   • § 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…
   • § 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 all the shares…
   • § 406 Unless the articles provide otherwise, the board may issue shares, options or securities having conversion or option rights without first offering them to…
   • § 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 share, it shall in…
   • § 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 for such…
   • § 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,…
   • § 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 paid…
   • § 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 knowledge…
   • § 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…
   • § 413 A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receiver or in any representative or fiduciary capacity is not…
   • § 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 corporation to pay the amount…
   • § 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,…
   • § 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 vice…
   • § 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 or, in the case of…
   • § 418 (a) There shall also appear on the certificate, the initial transaction statement, and written statements (unless stated or summarized under subdivision (a) or…
   • § 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 theretofore…
   • § 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…
   • § 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…
   • § 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…
   • § 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 expressly…
5. CHAPTER 5. Dividends and Reacquisitions of Shares §§ 500–511 · 10 sections

   • § 500 (a) Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation’s shareholders (Section 166) unless the board of directors…
   • § 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…
   • § 503 (a) The provisions of Sections 500 and 501 shall not apply to a purchase or redemption of shares of a deceased shareholder from the proceeds of insurance on…
   • § 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 in the federal…
   • § 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…
   • § 506 (a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts indicating the impropriety thereof is liable to the…
   • § 508 This chapter does not apply in connection with any proceeding for winding up and dissolution under Chapter 18 or 19.
   • § 509 (a) A corporation may redeem any or all shares which are redeemable at its option by (1) giving notice of redemption as provided in subdivisions (b) and (c) or…
   • § 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…
   • § 511 Notwithstanding the provisions of this chapter, a negotiable instrument issued by a corporation for the purchase or redemption of shares shall be enforceable…
6. CHAPTER 6. Shareholders’ Meetings and Consents §§ 600–605 · 6 sections

   • § 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 the bylaws. If no other…
   • § 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 than 10 (or, if…
   • § 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 at a…
   • § 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 a meeting and…
   • § 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 or more persons…
   • § 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 be “held of…
7. CHAPTER 7. Voting of Shares §§ 700–711 · 13 sections

   • § 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 entitled…
   • § 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 any dividend or…
   • § 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…
   • § 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 the other…
   • § 704 (a) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as…
   • § 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 to be…
   • § 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…
   • § 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 inspectors of…
   • § 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…
   • § 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…
   • § 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, the superior court of the…
   • § 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 files an…
   • § 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 of…
8. CHAPTER 8. Shareholder Derivative Actions § 800 · 1 section

   • § 800 (a) As used in this section, “corporation” includes an unincorporated association; “board” includes the managing body of an unincorporated association;…
9. CHAPTER 9. Amendment of Articles §§ 900–911 · 12 sections

   • § 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 as may be desired, so…
   • § 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 directors were not…
   • § 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 before…
   • § 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 thereon by the…
   • § 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 collection…
   • § 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 an…
   • § 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…
   • § 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 stating that…
   • § 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,…
   • § 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 continuously acted as…
   • § 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 where…
   • § 911 (a) A corporation may, by amendment of its articles pursuant to this section, change its status to that of a social purpose corporation, nonprofit public…
10. CHAPTER 10. Sales of Assets §§ 1000–1002 · 3 sections

    • § 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 securing the…
    • § 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…
    • § 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 assistant…
11. CHAPTER 11. Merger §§ 1100–1113 · 17 sections

    • § 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), social…
    • § 1101 (a) The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of…
    • § 1101.1 Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction if the Commissioner of Financial Protection and Innovation,…
    • § 1102 Each corporation shall sign the agreement by its chairperson of the board, president or a vice president and secretary or an assistant secretary acting on…
    • § 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), the…
    • § 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 the principal terms of the…
    • § 1105 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
    • § 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 evidence as the original…
    • § 1107 (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without…
    • § 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 of…
    • § 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 the…
    • § 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…
    • § 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 outstanding shares…
    • § 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 by…
    • § 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…
    • § 1112.5 If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a social purpose corporation, both of the…
    • § 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…
12. CHAPTER 11.5. Conversions §§ 1150–1159 · 10 sections

    • § 1150 For purposes of this chapter, the following definitions shall apply: (a) “Converted corporation” means a corporation that results from a conversion of a…
    • § 1151 (a) A corporation may be converted into a domestic other business entity, foreign other business entity, or foreign corporation pursuant to this chapter if,…
    • § 1152 (a) A corporation that desires to convert to a domestic other business entity, foreign other business entity, or foreign corporation shall approve a plan of…
    • § 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, the converting…
    • § 1154 (a) To enforce an obligation of a corporation that has converted to a foreign corporation or foreign other business entity, the Secretary of State shall only…
    • § 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…
    • § 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 to…
    • § 1157 (a) A domestic other business entity, foreign other business entity, or foreign corporation may be converted into a corporation pursuant to this chapter only…
    • § 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 with 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…
13. CHAPTER 12. Reorganizations §§ 1200–1203 · 5 sections

    • § 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 merger…
    • § 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 whose…
    • § 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 of the…
    • § 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 a…
    • § 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 1200…
14. CHAPTER 13. Dissenters’ Rights §§ 1300–1313 · 14 sections

    • § 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 (e)…
    • § 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) and (4)…
    • § 1302 Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (h) of Section 1110 was mailed to…
    • § 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 is…
    • § 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 of the…
    • § 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 by the…
    • § 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 become creditors…
    • § 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…
    • § 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…
    • § 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…
    • § 1310 If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders in authorizing a reorganization, any proceedings under…
    • § 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 respect to…
    • § 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 shall have any right at…
    • § 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…
15. CHAPTER 14. Bankruptcy Reorganizations and Arrangements §§ 1400–1403 · 5 sections

    • § 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…
    • § 1401 (a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by a corporation pursuant to Section 1400 and…
    • § 1401.5 (a) A trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation subject to an order for relief entered…
    • § 1402 The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the case and…
    • § 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 are payable by…
16. CHAPTER 15. Records and Reports §§ 1500–1512 · 14 sections

    • § 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…
    • § 1501 (a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year, unless in the case of…
    • § 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…
    • § 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 its…
    • § 1503 (a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may deliver to the Secretary of State, on a form prescribed by the…
    • § 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 no longer resides in…
    • § 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 to any law which…
    • § 1506 Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment…
    • § 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…
    • § 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…
    • § 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 a…
    • § 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…
    • § 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…
    • § 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 (2) any person…
17. CHAPTER 16. Rights of Inspection §§ 1600–1605 · 6 sections

    • § 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 least 1 percent…
    • § 1601 (a) (1) The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation,…
    • § 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 inspect the…
    • § 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 proper…
    • § 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 demand thereunder was…
    • § 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 and until…
18. CHAPTER 17. Service of Process §§ 1700–1702 · 3 sections

    • § 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, process may be served upon…
    • § 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 a corporate agent has been…
    • § 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 reasonable diligence be…
19. CHAPTER 18. Involuntary Dissolution §§ 1800–1809 · 10 sections

    • § 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 in the…
    • § 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, upon…
    • § 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 Section 1800,…
    • § 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 that unless a…
    • § 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 and dissolution,…
    • § 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…
    • § 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 and…
    • § 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 and proofs…
    • § 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…
    • § 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, certified by…
20. CHAPTER 19. Voluntary Dissolution §§ 1900–1907 · 10 sections

    • § 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 voting…
    • § 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 been…
    • § 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 an…
    • § 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 representing a…
    • § 1903 (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing…
    • § 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, or (b) a…
    • § 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 a…
    • § 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 of the act…
    • § 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…
    • § 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 corporation…
21. CHAPTER 20. General Provisions Relating to Dissolution §§ 2000–2011 · 12 sections

    • § 2000 (a) Subject to any contrary provision in the articles, which may include a reference to a separate written agreement between two or more shareholders…
    • § 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…
    • § 2002 A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.
    • § 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 they fail or refuse to act or their…
    • § 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, the board…
    • § 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 has been…
    • § 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 this can be done fairly…
    • § 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…
    • § 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 whereabouts…
    • § 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 prior payment…
    • § 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…
    • § 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…
22. CHAPTER 21. Foreign Corporations §§ 2100–2117.1 · 21 sections

    • § 2100 This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.
    • § 2101 (a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State,…
    • § 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 the…
    • § 2103 Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1605, inclusive, of the Insurance Code or prevents any foreign insurance…
    • § 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 subdivision (d) of…
    • § 2105 (a) A foreign corporation shall not transact intrastate business without having first obtained from the Secretary of State a certificate of qualification. To…
    • § 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 designation…
    • § 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,…
    • § 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…
    • § 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 this state, or if the…
    • § 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 may be served upon a…
    • § 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 in the designation or…
    • § 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…
    • § 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…
    • § 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…
    • § 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…
    • § 2115.5 (a) Section 301.3 shall apply to a foreign corporation that is a publicly held corporation to the exclusion of the law of the jurisdiction in which the foreign…
    • § 2115.6 (a) Section 301.4 shall apply to a foreign corporation that is a publicly held corporation to the exclusion of the law of the jurisdiction in which the foreign…
    • § 2116 The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or…
    • § 2117 (a) Every foreign corporation (other than a foreign association) qualified to transact intrastate business shall file, within 90 days after the filing of its…
    • § 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…
23. CHAPTER 22. Crimes and Penalties §§ 2200–2260 · 19 sections

    • § 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 required by…
    • § 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 certificate or, with…
    • § 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 of mandate for the…
    • § 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 a…
    • § 2204 (a) Upon the failure of a corporation to file the statement required by Section 1502, the Secretary of State shall provide a notice of that delinquency to the…
    • § 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 pursuant to…
    • § 2205.5 (a) A domestic corporation, as defined in Section 167, may be subject to administrative dissolution pursuant to this section if, as of January 1, 2019, or at…
    • § 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 suspension…
    • § 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 following: (1)…
    • § 2251 Any promoter, director or officer of a corporation who knowingly and willfully issues or consents to the issuance of certificates for certificated securities,…
    • § 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 corporation, existing…
    • § 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 them, knowingly and with…
    • § 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…
    • § 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,…
    • § 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 stock…
    • § 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 or other…
    • § 2258 Any foreign corporation subject to the provisions of Chapter 21 which transacts intrastate business without complying therewith is guilty of a misdemeanor,…
    • § 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…
    • § 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 not a defense, if…
24. CHAPTER 22.5. Victims of Corporate Fraud Compensation Fund §§ 2280–2296 · 20 sections

    • § 2280 The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fund shall be administered by the Secretary of State for the…
    • § 2281 As used in this chapter: (a) “Agent” means a person who was an officer or director of a corporation, as defined in subdivision (e), at the time the fraudulent…
    • § 2282 (a) When an aggrieved person obtains a final judgment in a court of competent jurisdiction against a corporation based upon the corporation’s fraud,…
    • § 2282.1 (a) The Secretary of State shall provide notice to the corporation and all agents named in the application that a claimant has submitted an application for…
    • § 2282.2 (a) The response by the corporation shall be by an officer or director and shall contain proof of service showing that a copy of the response was sent to the…
    • § 2283 (a) If the Secretary of State determines that the application, as submitted by the claimant, fails to comply with the requirements of Section 2282, the…
    • § 2284 (a) The Secretary of State shall render a final written decision on the application within 90 calendar days after a completed application has been received…
    • § 2285 The Secretary of State shall give written notice, as prescribed by the Secretary of State, of a decision rendered with respect to the application to the…
    • § 2286 The Secretary of State shall give notice, as prescribed by the Secretary of State, to the corporation and all agents named in the application that the…
    • § 2287 (a) A claimant against whom the Secretary of State has rendered a decision denying an application may, within six months after the mailing of the notice of the…
    • § 2288 (a) Whenever the court proceeds upon a petition under Section 2287, it shall order payment out of the fund only upon a determination that the aggrieved party…
    • § 2289 (a) Notwithstanding any other provision of this chapter and regardless of the number of persons aggrieved in an instance of corporate fraud, or…
    • § 2290 If, at any time, the money deposited in the fund is insufficient to satisfy any duly authorized award or offer of settlement, the Secretary of State shall,…
    • § 2291 Any sums received by the Secretary of State pursuant to any provisions of this chapter shall be deposited in the State Treasury and credited to the fund.
    • § 2292 It shall be unlawful for any person or the agent of any person to file with the Secretary of State any notice, statement, or other document required under the…
    • § 2293 When the Secretary of State has paid from the fund any sum to the claimant, the Secretary of State shall be subrogated to all of the rights of the claimant and…
    • § 2293.1 If the Secretary of State pays from the fund any amount in settlement of a claim or toward satisfaction of a final judgment against a corporation or its agent,…
    • § 2294 The Secretary of State shall not make any award to a claimant from the fund if the claimant has received payment from any other restitution funds or for the…
    • § 2295 The failure of an aggrieved person to comply with all of the provisions of this chapter shall constitute a waiver of any rights hereunder.
    • § 2296 This chapter shall apply to applications submitted to the Secretary of State on or after January 1, 2013.
25. CHAPTER 23. Transition Provisions §§ 2300–2319 · 22 sections

    • § 2300 As used in this chapter, the term “new law” means this division of the Corporations Code as amended by act of the California Legislature, 1975–76 Regular…
    • § 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 referred to…
    • § 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 apply to…
    • § 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 provisions…
    • § 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 of articles as specified…
    • § 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, prior to an…
    • § 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) of Section 212…
    • § 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 be deemed…
    • § 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…
    • § 2307 Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificates representing shares of…
    • § 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 date, except…
    • § 2309 Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.
    • § 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 to any…
    • § 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 trusts…
    • § 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.
    • § 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…
    • § 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…
    • § 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…
    • § 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 new law…
    • § 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 a city, town…
    • § 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 to continue…
    • § 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…