CHAPTER 1. General Provisions and Definitions

Chapter 1 added by Stats. 1975, Ch. 682.

§§ 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…