DIVISION 1.5. SOCIAL PURPOSE CORPORATIONS ACT [2500. - 3503.]
Heading of Division 1.5 amended by Stats. 2014, Ch. 694, Sec. 12.
§§ 2500–3503 · 60 sections
CHAPTER 1. General Provisions and Definitions §§ 2500–2517 · 26 sections
- § 2500 This division shall be known and may be cited as the Social Purpose Corporations Act.
- § 2501 Except as otherwise expressly stated, the provisions of Division 1 (commencing with Section 100) shall apply to corporations organized under this division, and…
- § 2502 This division applies only to social purpose corporations organized expressly under this division whether organized or existing under this division or amended,…
- § 2502.01 Every social purpose corporation organized under the laws of this state or similar foreign social purpose corporation, all of the capital stock of which is…
- § 2502.02 Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, that reference is to that statute as it…
- § 2502.03 A social purpose corporation may be sued in the same manner as a corporation as provided in the Code of Civil Procedure.
- § 2502.04 A social purpose corporation formed under this division shall, in respect of its property, as a condition of its existence as a social purpose corporation, be…
- § 2502.05 The fees of the Secretary of State for filing instruments by or on behalf of social purpose corporations shall be the same fees prescribed for corporations in…
- § 2502.06 (a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 2602 and subdivisions (a) and (b) of Section 2603 may be made dependent…
- § 2502.07 Nothing contained in this division shall be construed to modify the provisions of subdivision (h) of Section 25102, or the conditions provided therein to the…
- § 2503 “Annual report” means the report required by subdivision (a) of Section 3500, including the information specified in subdivision (b) of Section 3500.
- § 2503.1 “Close social purpose corporation” means a social purpose corporation that is also a close corporation.
- § 2504 “Constituent social purpose corporation” means a social purpose corporation that is merged with or into one or more corporations or one or more other business…
- § 2505 “Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150) of Division 1 and Chapter 9 (commencing with Section 3300) of this…
- § 2506 “Disappearing social purpose corporation” means a constituent social purpose corporation that is not the surviving entity.
- § 2507 “Domestic social purpose corporation” means a corporation organized under this division.
- § 2509 “Social purpose corporation,” unless otherwise expressly provided, refers only to a corporation organized under this division.
- § 2510 “Social purpose corporation subject to the Banking Law” means any of the following: (a) A social purpose corporation that, with the approval of the…
- § 2510.1 “Social purpose corporation subject to the Insurance Code as an insurer” means a social purpose corporation that has met the requirements of Sections 201.5,…
- § 2511 “Reorganization” means a merger reorganization, an exchange reorganization, or a sale of assets reorganization. (a) “Merger reorganization” means a merger…
- § 2512 “Share exchange tender offer” means any acquisition by one social purpose corporation in exchange in whole or in part for its equity securities, or the equity…
- § 2513 “Special purpose” means the special purpose set forth in a social purpose corporation’s articles pursuant to subdivision (b) of Section 2602.
- § 2514 “Special purpose current report” means the report required of a social purpose corporation pursuant to Section 3501.
- § 2515 “Special purpose MD&A” means the management discussion and analysis required of a social purpose corporation pursuant to subdivision (b) of Section 3500.
- § 2516 “Special purpose objectives” means those objectives set forth by management and the directors of a social purpose corporation for purposes of measuring the…
- § 2517 “Surviving social purpose corporation” means a social purpose corporation into which one or more other corporations or one or more other business entities is…
CHAPTER 2. Organization and Bylaws §§ 2600–2605 · 7 sections
- § 2600 (a) One or more natural persons, partnerships, associations, social purpose corporations, or corporations, domestic or foreign, may form a social purpose…
- § 2600.5 (a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division upon…
- § 2601 (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of…
- § 2602 The articles of incorporation shall set forth: (a) The name of the social purpose corporation that shall contain the words “social purpose corporation” or an…
- § 2603 The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the…
- § 2604 Subject to any limitation contained in the articles, to compliance with any other applicable laws, and to consistency with the special purpose of the social…
- § 2605 Subject to any limitations contained in the articles, to compliance with other provisions of this division and any other applicable laws, and to consistency…
CHAPTER 3. Directors and Management §§ 2700–2702 · 3 sections
- § 2700 (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good…
- § 2701 (a) Subject to Section 2700, directors of a social purpose corporation who approve any of the following corporate actions shall be jointly and severally liable…
- § 2702 (a) For the purposes of this section: (1) “Agent” means any person who is or was a director, officer, employee, or other agent of the social purpose…
CHAPTER 4. Shares and Share Certificates § 2800 · 1 section
- § 2800 (a) All certificates representing shares of a social purpose corporation shall contain, in addition to any other statements required by this section, the…
CHAPTER 5. Shareholder Derivative Actions § 2900 · 1 section
- § 2900 (a) As used in this section: (1) “Social purpose corporation” includes an unincorporated association. (2) “Board” includes the managing body of an…
CHAPTER 6. Amendment of Articles §§ 3000–3002 · 3 sections
- § 3000 (a) A proposed amendment to the articles of a social purpose corporation shall be approved by the outstanding shares of a class, regardless of whether that…
- § 3001 (a) A social purpose corporation may, by amendment of its articles pursuant to this section, change its status to that of a nonprofit public benefit…
- § 3002 (a) A social purpose corporation may, by amendment of its articles pursuant to this section, change its status to that of a business corporation. (b) The…
CHAPTER 7. Sales of Assets § 3100 · 1 section
- § 3100 (a) A social purpose corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal…
CHAPTER 8. Merger §§ 3200–3203 · 4 sections
- § 3200 If any disappearing social purpose corporation in a merger is a close social purpose corporation and the surviving social purpose corporation is not a close…
- § 3201 If any disappearing corporation in a merger is a social purpose corporation and the surviving entity is not a social purpose corporation, or is a social…
- § 3202 If a disappearing social purpose corporation in a merger is a social purpose corporation governed by this division and the surviving corporation is a nonprofit…
- § 3203 (a) Any one or more social purpose corporations may merge with one or more other business entities. One or more domestic social purpose corporations not…
CHAPTER 9. Conversions §§ 3300–3307 · 8 sections
- § 3300 For purposes of this chapter, the following definitions shall apply: (a) “Converted social purpose corporation” means a social purpose corporation that results…
- § 3301 (a) A social purpose corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, each…
- § 3302 (a) A social purpose corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion shall…
- § 3303 (a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the outstanding shares of a social purpose corporation converting…
- § 3304 (a) To convert a social purpose corporation: (1) If the social purpose corporation is converting into a domestic limited partnership, a statement of conversion…
- § 3305 The shareholders with dissenting rights, as defined in subdivision (b) of Section 1300, of a converting social purpose corporation shall have all of the rights…
- § 3306 Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for its…
- § 3307 (a) An other business entity or a foreign other business entity or a foreign corporation may be converted into a social purpose corporation pursuant to this…
CHAPTER 10. Reorganizations §§ 3400–3401 · 2 sections
- § 3400 A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent social purpose corporation in a…
- § 3401 (a) The principal terms of a reorganization shall be approved by the outstanding shares of each class of each social purpose corporation the approval of whose…
CHAPTER 11. Records and Reports §§ 3500–3503 · 4 sections
- § 3500 (a) The board of a social purpose corporation shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal…
- § 3501 (a) The board shall cause a special purpose current report to be sent to the shareholders not later than 45 days following the occurrence of any one or more of…
- § 3502 (a) Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall require a detailing or itemization of every relevant expenditure incurred, or…
- § 3503 Any officers, directors, employees, or agents of a social purpose corporation who do any of the following shall be liable jointly and severally for all the…