PART 2. NONPROFIT PUBLIC BENEFIT CORPORATIONS [5110. - 6910.]
Part 2 added by Stats. 1978, Ch. 567.
§§ 5110–6910 · 202 sections
CHAPTER 1. Organization and Bylaws §§ 5110–5160 · 19 sections
ARTICLE 1. Title and Purposes §§ 5110–5111 · 2 sections
ARTICLE 2. Formation §§ 5120–5122.5 · 4 sections
- § 5120 (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named in the…
- § 5121 (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such…
- § 5122 (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of…
- § 5122.5 The Secretary of State shall not reserve a corporate name or file articles using the name Golden State Energy unless those articles are for Golden State…
ARTICLE 3. Articles of Incorporation §§ 5130–5134 · 5 sections
- § 5130 The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) (1) Except as provided in paragraph…
- § 5131 The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
- § 5132 (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles:…
- § 5133 For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is…
- § 5134 If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and…
ARTICLE 4. Powers §§ 5140–5142 · 3 sections
- § 5140 Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a…
- § 5141 Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or…
- § 5142 (a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of a…
ARTICLE 5. Bylaws §§ 5150–5153 · 4 sections
- § 5150 (a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the board unless…
- § 5151 (a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the…
- § 5152 A corporation may provide in its bylaws for delegates having some or all of the authority of members. Where delegates are provided for, the bylaws shall set…
- § 5153 A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other…
ARTICLE 6. Location and Inspection of Articles and Bylaws § 5160 · 1 section
- § 5160 Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to…
CHAPTER 2. Directors and Management §§ 5210–5260 · 28 sections
ARTICLE 1. General Provisions §§ 5210–5215 · 6 sections
- § 5210 Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action…
- § 5211 (a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meetings of the board may be called by the chair of the board…
- § 5212 (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more…
- § 5213 (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a…
- § 5214 Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, evidence of indebtedness, contract, conveyance or other…
- § 5215 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…
ARTICLE 2. Selection, Removal and Resignation of Directors §§ 5220–5227 · 8 sections
- § 5220 (a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.…
- § 5221 (a) The board may declare vacant the office of a director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been…
- § 5222 (a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) In a corporation with fewer than 50 members, the removal is…
- § 5223 (a) The superior court of the proper county may, at the suit of a director, or twice the authorized number (Section 5036) of members or 20 members, whichever…
- § 5224 (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…
- § 5225 (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 activities can…
- § 5226 Except upon notice to the Attorney General, no director may resign where the corporation would then be left without a duly elected director or directors in…
- § 5227 (a) Any other provision of this part notwithstanding, not more than 49 percent of the persons serving on the board of any corporation may be interested…
ARTICLE 3. Standards of Conduct §§ 5230–5239 · 10 sections
- § 5230 (a) Any duties and liabilities set forth in this article shall apply without regard to whether a director is compensated by the corporation. (b) Part 4…
- § 5231 (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…
- § 5232 (a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the election, selection, or nomination of directors. (b) This…
- § 5233 (a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transaction means a transaction to which the corporation is a party…
- § 5234 (a) No contract or other transaction between a corporation and any domestic or foreign corporation, firm or association of which one or more of its directors…
- § 5235 (a) The board may fix the compensation of a director, as director or officer, and no obligation, otherwise valid, to pay such compensation shall be voidable…
- § 5236 (a) A corporation shall not make any loan of money or property to or guarantee the obligation of any director or officer, unless approved by the Attorney…
- § 5237 (a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the following corporate actions shall be jointly and severally…
- § 5238 (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…
- § 5239 (a) There shall be no personal liability to a third party for monetary damages on the part of a volunteer director or volunteer executive officer of a…
ARTICLE 4. Investments §§ 5240–5241 · 2 sections
- § 5240 (a) This section applies to all assets held by the corporation for investment. Assets which are directly related to the corporation’s public or charitable…
- § 5241 Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper cases to direct or permit a corporation to deviate from the…
ARTICLE 5. Examination by Attorney General § 5250 · 1 section
- § 5250 A corporation is subject at all times to examination by the Attorney General, on behalf of the state, to ascertain the condition of its affairs and to what…
ARTICLE 6. Compliance With Internal Revenue Code § 5260 · 1 section
- § 5260 Notwithstanding any other law, every corporation, during any period or periods that corporation is deemed to be a “private foundation” as defined in Section…
CHAPTER 3. Members §§ 5310–5354 · 16 sections
ARTICLE 1. Issuance of Memberships §§ 5310–5313 · 4 sections
- § 5310 (a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no…
- § 5311 Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration or for such consideration as is determined by the board.
- § 5312 No person may hold more than one membership, and no fractional memberships may be held, provided, however, that: (a) Two or more persons may have an…
- § 5313 Except as provided in its articles or bylaws, a corporation may admit any person to membership.
ARTICLE 2. Transfer of Memberships § 5320 · 1 section
- § 5320 (a) Subject to Section 5613, and unless otherwise provided in the corporation’s articles or bylaws: (1) No member may transfer a membership or any right…
ARTICLE 3. Types of Memberships §§ 5330–5332 · 3 sections
- § 5330 A corporation may issue memberships having different rights, privileges, preferences, restrictions or conditions, as authorized by its articles or bylaws.
- § 5331 Except as provided in or authorized by the articles or bylaws, all memberships shall have the same rights, privileges, preferences, restrictions and conditions.
- § 5332 (a) A corporation may refer to persons associated with it as “members” even though such persons are not members within the meaning of Section 5056; but…
ARTICLE 4. Termination of Memberships §§ 5340–5342 · 3 sections
- § 5340 (a) A member may resign from membership at any time. (b) This section shall not relieve the resigning member from any obligation for charges incurred, services…
- § 5341 (a) No member may be expelled or suspended, and no membership or membership rights may be terminated or suspended, except according to procedures satisfying…
- § 5342 (a) An amendment of the articles or bylaws which would terminate all memberships or any class of memberships shall meet the requirements of this part and this…
ARTICLE 5. Rights and Obligations of Members and Creditors §§ 5350–5354 · 5 sections
- § 5350 (a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation. (b) No person is liable for any…
- § 5351 A corporation may levy dues, assessments or fees upon its members pursuant to its articles or bylaws, but a member upon learning of them may avoid liability…
- § 5352 (a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a member to the corporation to pay the amount due…
- § 5353 Nothing in this part shall be construed as in derogation of any rights or remedies which any creditor or member may have against any promoter, member,…
- § 5354 A person holding a membership as executor, administrator, guardian, trustee, receiver or in any representative or fiduciary capacity is not personally liable…
CHAPTER 4. Distributions §§ 5410–5420 · 2 sections
ARTICLE 1. Limitations § 5410 · 1 section
- § 5410 No corporation shall make any distribution. This section shall not apply to the purchase of a membership in a limited-equity housing cooperative, as defined in…
ARTICLE 2. Liability of Members § 5420 · 1 section
- § 5420 (a) Any person who receives any distribution is liable to the corporation for the amount so received by such person with interest thereon at the legal rate on…
CHAPTER 5. Meetings and Voting §§ 5510–5527 · 16 sections
ARTICLE 1. General Provisions §§ 5510–5517 · 8 sections
- § 5510 (a) Meetings of members may be held at a place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is…
- § 5511 (a) Whenever members are required or permitted to take any action at a meeting, a written notice of the meeting shall be given not less than 10 nor more than…
- § 5512 (a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a meeting of members, but, subject to subdivisions (b) and…
- § 5513 (a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which may be taken at any regular or special meeting of members may…
- § 5514 (a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 or more members shall afford an opportunity on the proxy or…
- § 5515 (a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a meeting of its members, delegates, or directors, or…
- § 5516 Any action required or permitted to be taken by the members may be taken without a meeting, if all members shall individually or collectively consent in…
- § 5517 (a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is…
ARTICLE 2. Additional Provisions Relating to Election of Directors §§ 5520–5527 · 8 sections
- § 5520 (a) As to directors elected by members, there shall be available to the members reasonable nomination and election procedures given the nature, size and…
- § 5521 A corporation with 500 or more members may provide that, except for directors who are elected as authorized by Section 5152 or 5153, and except as provided in…
- § 5522 A corporation with 5,000 or more members may provide that, in any election of a director or directors by members of the corporation except for an election…
- § 5523 A corporation with 500 or more members may provide that where it distributes any written election material soliciting a vote for any nominee for director at…
- § 5524 A corporation with 500 or more members may provide that upon written request by any nominee for election to the board and the payment with such request of the…
- § 5525 (a) This section shall apply to corporations publishing or mailing materials on behalf of any nominee in connection with procedures for the nomination and…
- § 5526 Without authorization of the board, no corporate funds may be expended to support a nominee for director after there are more people nominated for director…
- § 5527 An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election,…
CHAPTER 6. Voting of Memberships §§ 5610–5617 · 8 sections
- § 5610 Except as provided in a corporation’s articles or bylaws or Section 5616, each member shall be entitled to one vote on each matter submitted to a vote of the…
- § 5611 (a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the…
- § 5612 If a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses…
- § 5613 (a) Any member may authorize another person or persons to act by proxy with respect to such membership, except that this right may be limited or withdrawn by…
- § 5614 A voting agreement or voting trust agreement entered into by a member or members of a corporation shall not be enforced.
- § 5615 (a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of…
- § 5616 (a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate the…
- § 5617 (a) Upon the filing of an action therefor by any director or member, or by any person who had the right to vote in the election at issue, the superior court of…
CHAPTER 7. Members’ Derivative Actions § 5710 · 1 section
- § 5710 (a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an action brought by 100 members or the authorized number…
CHAPTER 8. Amendment of Articles §§ 5810–5820 · 12 sections
- § 5810 (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…
- § 5811 Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing signed by a majority of the incorporators, so long as: (a) No…
- § 5812 (a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by the board and approved by the members (Section 5034) and…
- § 5813 An amendment must also be approved by the members (Section 5034) of a class, whether or not such class is entitled to vote thereon by the provisions of the…
- § 5813.5 (a) A public benefit corporation may amend its articles to change its status to that of a mutual benefit corporation, a social purpose corporation, a religious…
- § 5814 (a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an amendment, the corporation shall file a certificate of…
- § 5815 In the case of amendments adopted by the incorporators under Section 5811, the corporation shall file a certificate of amendment signed and verified by a…
- § 5816 The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the…
- § 5817 Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification, or…
- § 5818 A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence…
- § 5819 (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…
- § 5820 (a) Amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the…
CHAPTER 9. Sales of Assets §§ 5910–5930 · 19 sections
ARTICLE 1. General Provisions §§ 5910–5913 · 4 sections
- § 5910 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…
- § 5911 (a) Subject to the provisions of Section 5142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of…
- § 5912 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…
- § 5913 Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before it…
ARTICLE 2. Health Facilities §§ 5914–5930 · 15 sections
- § 5914 (a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the Health and…
- § 5915 Within 90 days of the receipt of the written notice required by Section 5914, the Attorney General shall notify the public benefit corporation in writing of…
- § 5916 Prior to issuing any written decision referred to in Section 5915, or giving a written waiver under subdivision (c) of Section 5914, the Attorney General shall…
- § 5917 The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision…
- § 5917.5 The Attorney General shall not consent to a health facility agreement or transaction pursuant to Section 5914 or Section 5920 in which the seller restricts the…
- § 5918 The Attorney General may adopt regulations implementing this article.
- § 5919 (a) Within the time periods designated in Section 5915 and relating to those factors specified in Section 5917, the Attorney General may do the following: (1)…
- § 5920 (a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health care facility, as defined in Section 1250 of the Health and…
- § 5921 Within 90 days of the receipt of the written notice required by Section 5920, the Attorney General shall notify the nonprofit corporation in writing of the…
- § 5922 Prior to issuing any written decision referred to in Section 5921, or giving a written waiver under subdivision (c) of Section 5920, the Attorney General shall…
- § 5923 The Attorney General shall have discretion to consent to, give conditional consent to, or not consent to any agreement or transaction described in subdivision…
- § 5924 (a) Within the time periods designated in Section 5921 and relating to those factors specified in Section 5923, the Attorney General may do the following: (1)…
- § 5925 The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
- § 5926 The Attorney General may enforce conditions imposed on the Attorney General’s consent to an agreement or transaction pursuant to Section 5914 or 5920 to the…
- § 5930 (a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be…
CHAPTER 10. Mergers §§ 6010–6022 · 15 sections
ARTICLE 1. Merger §§ 6010–6019.1 · 11 sections
- § 6010 (a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5).…
- § 6011 The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of…
- § 6012 The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons whose…
- § 6013 Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president, and secretary or an assistant secretary…
- § 6014 After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving…
- § 6015 (a) 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…
- § 6016 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
- § 6017 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…
- § 6018 (a) Subject to the provisions of Section 6010, the merger of any number of corporations with any number of foreign corporations may be effected if the foreign…
- § 6019 If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply to…
- § 6019.1 (a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section 5063.5). One…
ARTICLE 2. Effect of Merger §§ 6020–6022 · 4 sections
- § 6020 (a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall…
- § 6020.5 (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…
- § 6021 Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or…
- § 6022 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent…
CHAPTER 11. Bankruptcy Reorganizations and Arrangements § 6110 · 1 section
- § 6110 Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to…
CHAPTER 12. Required Filings by Corporation or Its Agent §§ 6210–6216 · 6 sections
- § 6210 (a) Every corporation shall, within 90 days after the filing of its original articles and biennially thereafter during the applicable filing period, file, on a…
- § 6211 (a) An agent designated for service of process pursuant to Section 6210 may deliver to the Secretary of State, on a form prescribed by the Secretary of State…
- § 6212 If a natural person who has been designated agent for service of process pursuant to Section 6210 dies or resigns or no longer resides in the state or if the…
- § 6214 Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available…
- § 6215 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…
- § 6216 (a) The Attorney General, upon complaint of a member, director or officer, that a corporation is failing to comply with the provisions of this chapter, Chapter…
CHAPTER 13. Records, Reports, and Rights of Inspection §§ 6310–6338 · 19 sections
ARTICLE 1. General Provisions §§ 6310–6313 · 4 sections
- § 6310 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…
- § 6311 Any inspection under this chapter may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts.
- § 6312 Any right of inspection created by this chapter extends to the records of each subsidiary of a corporation.
- § 6313 The rights of members provided in this chapter may not be limited by contract or the articles or bylaws.
ARTICLE 2. Required Records, Reports to Directors and Members §§ 6320–6325 · 6 sections
- § 6320 (a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes of the proceedings of its members, board and committees of…
- § 6321 (a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be sent to the members not later than 120 days after the…
- § 6322 (a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annually to its members and directors a statement of any…
- § 6323 (a) The superior court of the proper county shall enforce the duty of making and mailing or delivering the information and financial statements required by…
- § 6324 (a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of the…
- § 6325 For a period of 60 days following the conclusion of an annual, regular, or special meeting of members, a corporation shall, upon written request from a member,…
ARTICLE 3. Rights of Inspection §§ 6330–6338 · 9 sections
- § 6330 (a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative pursuant to subdivision (c), a member may do either or both…
- § 6331 (a) Where the corporation, in good faith, and with a substantial basis, believes that the membership list, demanded under Section 6330 by the authorized number…
- § 6332 (a) Upon petition of the corporation or any member, the superior court of the proper county may limit or restrict the rights set forth in Section 6330 where,…
- § 6333 The accounting books and records and minutes of proceedings of the members and the board and committees of the board shall be open to inspection upon the…
- § 6334 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…
- § 6335 Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustrated by (1) any delay by the corporation in complying with…
- § 6336 (a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant to Section 6330 or Section 6333, the superior court of the…
- § 6337 In any action or proceeding under this article, and except as required by Section 6331, if the court finds the failure of the corporation to comply with a…
- § 6338 (a) A membership list is a corporate asset. Without consent of the board a membership list or any part thereof may not be obtained or used by any person for…
CHAPTER 14. Service of Process § 6410 · 1 section
- § 6410 Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1.
CHAPTER 15. Involuntary Dissolution §§ 6510–6519 · 10 sections
- § 6510 (a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court…
- § 6511 (a) The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney…
- § 6512 If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in paragraph (2) of subdivision (b) of…
- § 6513 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…
- § 6514 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,…
- § 6515 (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 6514. (b) When an involuntary…
- § 6516 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…
- § 6517 (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…
- § 6518 (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 6515 and the determination that the corporation’s…
- § 6519 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…
CHAPTER 16. Voluntary Dissolution §§ 6610–6618 · 10 sections
- § 6610 (a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of all members (Section 5033) or (2) by approval of the board…
- § 6610.5 (a) Notwithstanding any other provision of this division, when a corporation has not issued any memberships, a majority of the directors, or, if no directors…
- § 6611 (a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that election shall forthwith be filed and a copy thereof filed with…
- § 6612 (a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets: (1) if the election was made pursuant to paragraph (1) of…
- § 6613 (a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution required by Section 6610 by the members, by the board and…
- § 6614 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) the…
- § 6615 (a) When a corporation has been completely wound up without court proceedings, a majority of the directors then in office shall sign and verify a certificate…
- § 6616 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…
- § 6617 (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…
- § 6618 (a) A corporation in the process of voluntary winding up may dispose of the known claims against it by following the procedure described in this section. (b)…
CHAPTER 17. General Provisions Relating to Dissolution §§ 6710–6721 · 12 sections
- § 6710 The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution…
- § 6711 A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 5224.
- § 6712 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…
- § 6713 (a) 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…
- § 6714 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…
- § 6715 After complying with the provisions of Section 6713, assets held by a corporation upon a valid condition requiring return, transfer, or conveyance, which…
- § 6716 After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of a corporation’s assets shall be disposed of on dissolution…
- § 6717 Subject to the provisions of any trust under which assets to be distributed are held, distribution may be made either in money or in property or securities and…
- § 6718 (a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distribution in cash or property or their whereabouts cannot be…
- § 6719 (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…
- § 6720 (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…
- § 6721 (a) In all cases where a corporation has been dissolved, any person to whom assets were distributed upon dissolution may be sued in the corporate name upon any…
CHAPTER 18. Crimes and Penalties §§ 6810–6815 · 6 sections
- § 6810 (a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary of State shall provide a notice of that delinquency to the…
- § 6811 Any director of any corporation who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent…
- § 6812 (a) Every director or officer of any corporation is guilty of a crime if such director or officer knowingly concurs in making or publishing, either generally…
- § 6813 (a) Every director, officer or agent of any corporation, who knowingly receives or acquires possession of any property of the corporation, otherwise than in…
- § 6814 Every director, officer or agent of any corporation, or any person proposing to organize such a corporation, who knowingly exhibits any false, forged or…
- § 6815 Nothing in this chapter limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
CHAPTER 19. Foreign Corporations § 6910 · 1 section
- § 6910 Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters…