California Code — code.corporations.code.corp
Browse 2,430 sections in division code.corporations.code.corp of the California code. Each section page includes the full statutory text, official source links, and citation guidance.
Sections (showing up to 300)
- § 29544. Any person who willfully violates any provision of this law, or who willfully vio
- § 29550. Except as provided in subdivision (b), any person who willfully violates any prov
- § 29552. Any person who materially assists in any violation of this law, or any rule or or
- § 29553. No action shall be maintained to enforce any liability under Section 29552 unless
- § 29566. Neither the commissioner nor any employee of the commissioner shall use any infor
- § 29567. The program established by this division shall be supported from funds appropriat
- § 31001. The Legislature hereby finds and declares that the widespread sale of franchises
- § 29508.
- § 29509.
- § 29510.
- § 29506.
- § 29511.
- § 31001.1. To enhance the uniform and efficient administration, and the effective enforcemen
- § 31003.5.
- § 31006.
- § 31008.
- § 31008.5.
- § 29560. No provision of this law imposing any liability applies to any act done or omitte
- § 29561. The commissioner may from time to time make, amend, and rescind the rules, forms,
- § 29555. Except as explicitly provided in this law, no civil liability in favor of any pri
- § 29564. Nothing in this law, shall impair, derogate, or otherwise affect the authority or
- § 29565. If any provision of this law or the application thereof to any person or circumst
- § 29514.
- § 29515.
- § 29515.5.
- § 29520. Except as otherwise provided in Section 29530, 29531, or 29532, no person shall s
- § 29535. No person shall engage in a trade or business or otherwise act as a commodity mer
- § 29538. It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cov
- § 29536. It is unlawful for any person, directly or indirectly, in connection with the pur
- § 29200. Every person doing business as a broker or making contracts as a broker or agent
- § 29201. Every person shall, upon written demand therefor, furnish to any customer or prin
- § 29502.
- § 29504.
- § 29542. If, in the opinion of the commissioner, any person is engaging or has engaged in
- § 29543. The commissioner may refer the evidence that is available concerning any violatio
- § 31010. Where used in this law, unless specifically stated otherwise,
- § 29004.
- § 29006.
- § 29100. Any person who makes or offers to make any contract constituting bucketing under
- § 29102. The felonies specified in this chapter are punishable, for each offense, if the o
- § 29103. The prosecution, conviction, and punishment of a corporation under any provision
- § 29104. All contracts for the purchase or sale of shares of the capital stock of any corp
- § 29105. It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cov
- § 31018.
- § 31020.
- § 31100. There shall be exempted from any or all of the provisions of Chapter 2 (commencin
- § 31011.
- § 31013. An offer or sale of a franchise is made in this state when an offer to sell is ma
- § 31015.
- § 31102. The offer or sale of a franchise by a franchisee for his own account or the offer
- § 194.
- § 194.7.
- § 200.5. An existing business association organized as a trust under the laws of this stat
- § 201. The Secretary of State shall not file articles setting forth a name in which
- § 201.5. The Secretary of State shall not file articles in which the business is to be an
- § 201.6.
- § 202. The articles of incorporation shall set forth: (a) The name of the corporation; p
- § 204. The articles of incorporation may set forth: (a) Any or all of the following prov
- § 206. Subject to any limitation contained in the articles and to compliance with any ot
- § 207. Subject to any limitations contained in the articles and to compliance with other
- § 211. Bylaws may be adopted, amended or repealed either by approval of the outstanding
- § 212. The bylaws shall set forth (unless such provision is contained in the articles, i
- § 300. Subject to the provisions of this division and any limitations in the articles re
- § 1600. A shareholder or shareholders holding at least 5 percent in the aggregate of the
- § 1602. Every director shall have the absolute right at any reasonable time to inspect an
- § 1605. If any record subject to inspection pursuant to this chapter is not maintained in
- § 1702. If an agent for the purpose of service of process has resigned and has not been r
- § 1800. A verified complaint for involuntary dissolution of a corporation on any one or m
- § 1801. The Attorney General may bring an action against any domestic corporation or purp
- § 1804. After hearing the court may decree a winding up and dissolution of the corporatio
- § 1806. When an involuntary proceeding for winding up has been commenced, the jurisdictio
- § 1807. All creditors and claimants may be barred from participation in any distribution
- § 1808. Upon the final settlement of the accounts of the directors or other persons appoi
- § 1900.5. Notwithstanding any other provision of this division, when a corporation has not
- § 1905. When a corporation has been completely wound up without court proceedings therefo
- § 301.3. No later than the close of the 2019 calendar year, a publicly held domestic or fo
- § 301.4. No later than the close of the 2021 calendar year, a publicly held domestic or fo
- § 301.5. A listed corporation may, by amendment of its articles or bylaws, adopt provision
- § 302. The board may declare vacant the office of a director who has been declared of un
- § 303. Any or all of the directors may be removed without cause if the removal is approv
- § 305. Unless otherwise provided in the articles or bylaws and except for a vacancy crea
- § 306. If (a) a corporation has not issued shares and all the directors resign, die, or
- § 307. Unless otherwise provided in the articles or, subject to paragraph (5) of subdivi
- § 308. If a corporation has an even number of directors who are equally divided and cann
- § 309. A director shall perform the duties of a director, including duties as a member o
- § 310. No contract or other transaction between a corporation and one or more of its dir
- § 315. A corporation shall not make any loan of money or property to, or guarantee the o
- § 316. Subject to the provisions of Section 309, directors of a corporation who approve
- § 317. For the purposes of this section,
- § 318. The Secretary of State shall develop and maintain a registry of distinguished wom
- § 401. Before any corporation issues any shares of any class or series of which the righ
- § 402. A corporation may provide in its articles for one or more classes or series of sh
- § 403. When so provided in the articles, a corporation may issue shares convertible with
- § 404. Either in connection with the issue, subscription or sale of any of its shares, b
- § 407. A corporation may, but is not required to, issue fractions of a share originally
- § 408. A corporation may adopt and carry out a stock purchase plan or agreement or stock
- § 409. Shares may be issued: (1) For such consideration as is determined from time to ti
- § 413. A person holding shares as pledgee, executor, administrator, guardian, conservato
- § 418. There shall also appear on the certificate, the initial transaction statement, an
- § 419. A domestic or foreign corporation may issue a new share certificate or a new cert
- § 420. Neither a domestic nor foreign corporation nor its transfer agent or registrar is
- § 423. Shares are not assessable except as provided in this section or as otherwise prov
- § 500. Neither a corporation nor any of its subsidiaries shall make any distribution to
- § 501. Neither a corporation nor any of its subsidiaries shall make any distribution to
- § 505. Nothing in this chapter prohibits additional restrictions upon the declaration of
- § 506. Any shareholder who receives any distribution prohibited by this chapter with kno
- § 509. A corporation may redeem any or all shares which are redeemable at its option by
- § 510. When a corporation reacquires its own shares, those shares are restored to the st
- § 600. Meetings of shareholders may be held at any place within or without this state as
- § 601. Whenever shareholders are required or permitted to take any action at a meeting a
- § 603. Unless otherwise provided in the articles, any action that may be taken at any an
- § 605. For the purpose of determining whether a corporation has outstanding shares held
- § 701. In order that the corporation may determine the shareholders entitled to notice o
- § 508. This chapter does not apply in connection with any proceeding for winding up and
- § 702. Subject to subdivision (c) of Section 703, shares held by an administrator, execu
- § 705. Every person entitled to vote shares may authorize another person or persons to a
- § 706. Notwithstanding any other provision of this division, an agreement between two or
- § 708. Except as provided in Sections 301.5 and 708.5, every shareholder complying with
- § 708.5. For purposes of this section,the following definitions shall apply: (1)
- § 710. This section applies to a corporation with outstanding shares held of record by 1
- § 711. The Legislature finds and declares that: Many of the residents of this state are
- § 800. As used in this section,
- § 901. Before any shares have been issued, any amendment of the articles may be adopted
- § 1113. Any one or more corporations may merge with one or more other business entities (
- § 1152. A corporation that desires to convert to a domestic other business entity, foreig
- § 1154. To enforce an obligation of a corporation that has converted to a foreign corpora
- § 1155. To convert a corporation: (1) If the corporation is converting into a domestic li
- § 1156. Whenever a corporation or other business entity having any real property in this
- § 1157. A domestic other business entity, foreign other business entity, or foreign corpo
- § 1158. An entity that converts into another entity pursuant to this chapter is for all p
- § 1159. The shareholders of a converting corporation shall have all of the rights under C
- § 1201. The principal terms of a reorganization shall be approved by the outstanding shar
- § 1201.5. The principal terms of a share exchange tender offer (Section 183. 5) shall be ap
- § 1203. If a tender offer, including a share exchange tender offer (Section 183.5), or a
- § 1300. If the approval of the outstanding shares (Section 152) of a corporation is requi
- § 1301. If, in the case of a reorganization, any shareholders of a corporation have a rig
- § 1305. If the court appoints an appraiser or appraisers, they shall proceed forthwith to
- § 1307. Cash dividends declared and paid by the corporation upon the dissenting shares af
- § 1310. If litigation is instituted to test the sufficiency or regularity of the votes of
- § 1312. No shareholder of a corporation who has a right under this chapter to demand paym
- § 1400. Any domestic corporation with respect to which a proceeding has been initiated un
- § 1402. The provisions of this chapter shall cease to apply to a corporation upon the ent
- § 1501.
- § 1502. Every corporation shall file, within 90 days after the filing of its original art
- § 1502.1. In addition to the statement required pursuant to Section 1502, every publicly tr
- § 1506. Upon request of an assessor, a domestic or foreign corporation owning, claiming,
- § 902. After any shares have been issued, amendments may be adopted if approved by the b
- § 903. A proposed amendment must be approved by the outstanding shares (Section 152) of
- § 907. The certificate of amendment shall establish the wording of the amendment or amen
- § 908. Upon the filing of the certificate of amendment, the articles shall be amended in
- § 910. A corporation may restate in a single certificate the entire text of its articles
- § 911. A corporation may, by amendment of its articles pursuant to this section, change
- § 1001. A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose o
- § 1101. The board of each corporation that desires to merge shall approve an agreement of
- § 1101.1. Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply
- § 1105. The board may, in its discretion, abandon a merger, subject to the contractual ri
- § 1107. Upon merger pursuant to this chapter the separate existence of the disappearing c
- § 1108. The merger of any number of domestic corporations with any number of foreign corp
- § 1110. If a domestic corporation owns all the outstanding shares, or owns less than all
- § 1906. Except as otherwise provided by law, if the term of existence for which any corpo
- § 2000. Subject to any contrary provision in the articles, which may include a reference
- § 2001. The powers and duties of the directors (or other persons appointed by the court p
- § 2006. Distribution may be made either in money or in property or securities and either
- § 2007. If the corporation in process of winding up has both preferred and common shares
- § 2011.
- § 2100. This chapter applies only to foreign corporations transacting intrastate business
- § 2101. Any foreign corporation (other than a foreign association) not transacting intras
- § 2105. A foreign corporation shall not transact intrastate business without having first
- § 2106. Subject to the provisions of subdivision (b), upon payment of the fees required b
- § 2106.5. The Secretary of State shall not file any statement and designation pursuant to S
- § 2107. If any foreign corporation (but not a foreign association) qualified to transact
- § 2111. If the agent designated for the service of process is a natural person and cannot
- § 2115. A foreign corporation (other than a foreign association or foreign nonprofit corp
- § 2115.5. Section 301.3 shall apply to a foreign corporation that is a publicly held corpor
- § 2117. Every foreign corporation (other than a foreign association) qualified to transac
- § 2117.1. In addition to the statement required pursuant to Section 2117, every publicly tr
- § 2202. Any penalty prescribed by Section 2200 or Section 2201 shall be in addition to an
- § 2203. Any foreign corporation which transacts intrastate business and which does not ho
- § 2204. Upon the failure of a corporation to file the statement required by Section 1502,
- § 2205. A corporation that (1) fails to file a statement pursuant to Section 1502 for an
- § 2205.5. A domestic corporation, as defined in Section 167, may be subject to administrati
- § 2207. A corporation is liable for a civil penalty in an amount not exceeding one millio
- § 2256. Every officer, agent or clerk of any corporation, domestic or foreign, or any per
- § 2259. Any person who transacts intrastate business on behalf of a foreign corporation w
- § 2281. As used in this chapter: (a)
- § 2282. When an aggrieved person obtains a final judgment in a court of competent jurisdi
- § 2285. The Secretary of State shall give written notice, as prescribed by the Secretary
- § 2286. The Secretary of State shall give notice, as prescribed by the Secretary of State
- § 2287. A claimant against whom the Secretary of State has rendered a decision denying an
- § 2288. Whenever the court proceeds upon a petition under Section 2287, it shall order pa
- § 2291. Any sums received by the Secretary of State pursuant to any provisions of this ch
- § 2294. The Secretary of State shall not make any award to a claimant from the fund if th
- § 2295. The failure of an aggrieved person to comply with all of the provisions of this c
- § 2504.
- § 2506.
- § 2509.
- § 2510.
- § 2511.
- § 2513.
- § 2516.
- § 2600.5. An existing business association organized as a trust under the laws of this stat
- § 2601. The Secretary of State shall not file articles setting forth a name in which
- § 2602. The articles of incorporation shall set forth: (a) The name of the social purpose
- § 2603. The articles of incorporation may set forth: (a) Any or all of the following prov
- § 2605. Subject to any limitations contained in the articles, to compliance with other pr
- § 2700. A director shall perform the duties of a director, including duties as a member o
- § 2302.1. The provisions of subdivision (a) of Section 204, insofar as they require the inc
- § 2305. Subdivision (a) of Section 312 of the new law applies to a corporation existing o
- § 3500. The board of a social purpose corporation shall cause an annual report to be sent
- § 3501. The board shall cause a special purpose current report to be sent to the sharehol
- § 3502. Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall requir
- § 5000. This division shall be known and may be cited as the Nonprofit Corporation Law.
- § 5001. This division of the Nonprofit Corporation Law, or any part, chapter, article or
- § 5003. The provisions of this part apply to: (1) Corporations organized under Part 2, Pa
- § 5004. A corporation may be sued as provided in the Code of Civil Procedure.
- § 5005.1. Except for a liability that may be insured against pursuant to Division 4 (commen
- § 5007. Any agreement, certificate or other instrument relating to a domestic corporation
- § 5008. Upon receipt of any instrument by the Secretary of State for filing pursuant to t
- § 5008.6. A corporation that (1) fails to file a statement pursuant to Section 6210, 8210,
- § 5008.9. A nonprofit corporation described in Section 5059, 5060, or 5061, or a foreign no
- § 5009. Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4
- § 5014. Any requirement in Part 3 (commencing with Section 7110) for a vote of each class
- § 5017.
- § 5031. A corporation is an
- § 2307. Sections 417 and 418 of the new law relating to required statements on certificat
- § 2312. Section 800 of the new law applies to actions commenced after the effective date
- § 2315. Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000)
- § 2500. This division shall be known and may be cited as the Social Purpose Corporations
- § 2502.02. Unless otherwise expressly provided, whenever reference is made in this division
- § 2502.03. A social purpose corporation may be sued in the same manner as a corporation as p
- § 2502.06. Provisions of the articles described in paragraph (3) of subdivision (e) of Secti
- § 2502.07. Nothing contained in this division shall be construed to modify the provisions of
- § 2503.1.
- § 2701. Subject to Section 2700, directors of a social purpose corporation who approve an
- § 2702. For the purposes of this section: (1)
- § 2800. All certificates representing shares of a social purpose corporation shall contai
- § 2900. As used in this section: (1)
- § 3000. A proposed amendment to the articles of a social purpose corporation shall be app
- § 3001. A social purpose corporation may, by amendment of its articles pursuant to this s
- § 3100. A social purpose corporation may sell, lease, convey, exchange, transfer, or othe
- § 3202. If a disappearing social purpose corporation in a merger is a social purpose corp
- § 3203. Any one or more social purpose corporations may merge with one or more other busi
- § 3301. A social purpose corporation may be converted into a domestic other business enti
- § 3302. A social purpose corporation that desires to convert to a domestic other business
- § 3304. To convert a social purpose corporation: (1) If the social purpose corporation is
- § 3306. Notwithstanding any other provision of law, the Secretary of State shall charge a
- § 3307. An other business entity or a foreign other business entity or a foreign corporat
- § 3401. The principal terms of a reorganization shall be approved by the outstanding shar
- § 5062.
- § 5064.
- § 5067.
- § 5068.
- § 5072.
- § 5077.
- § 5080.
- § 5121. In the case of an existing unincorporated association, the association may change
- § 5122. The Secretary of State shall not file articles setting forth a name in which
- § 5122.5. The Secretary of State shall not reserve a corporate name or file articles using
- § 5140. Subject to any limitations contained in the articles or bylaws and to compliance
- § 5150. Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613,
- § 5151. The bylaws shall set forth (unless that provision is contained in the articles, i
- § 5153. A corporation may provide in its bylaws for voting by its members or delegates on
- § 5211. Unless otherwise provided in the articles or in the bylaws, all of the following
- § 5212. The board may, by resolution adopted by a majority of the number of directors the
- § 5213. A corporation shall have (1) a chair of the board, who may be given the title cha
- § 5215. The original or a copy in writing or in any other form capable of being converted
- § 5220. Except as provided in subdivision (d), (e), or (f), directors shall be elected fo
- § 5222. Subject to subdivisions (b) and (f), any or all directors may be removed without
- § 5225. If a corporation has an even number of directors who are equally divided and cann
- § 5226. Except upon notice to the Attorney General, no director may resign where the corp
- § 5132. The articles of incorporation may set forth any or all of the following provision
- § 5133. For all purposes other than an action in the nature of quo warranto, a copy of th
- § 5032.
- § 5035.
- § 5038.
- § 5040.
- § 5044.
- § 5047.5. The Legislature finds and declares that the services of directors and officers of
- § 5048.
- § 5050.
- § 5054.
- § 5057.
- § 5061.
- § 5354. A person holding a membership as executor, administrator, guardian, trustee, rece
- § 5510. Meetings of members may be held at a place within or without this state as may be
- § 5511. Whenever members are required or permitted to take any action at a meeting, a wri
- § 5513. Subject to subdivision (e), and unless prohibited in the articles or bylaws, any
- § 5515. If for any reason it is impractical or unduly difficult for any corporation to ca
- § 5516. Any action required or permitted to be taken by the members may be taken without
- § 5517. If the name signed on a ballot, consent, waiver, or proxy appointment corresponds
- § 5521. A corporation with 500 or more members may provide that, except for directors who
- § 5526. Without authorization of the board, no corporate funds may be expended to support
- § 5527. An action challenging the validity of any election, appointment or removal of a d
- § 5611. The bylaws may provide or, in the absence of such provision, the board may fix, i
- § 5613. Any member may authorize another person or persons to act by proxy with respect t
- § 5614. A voting agreement or voting trust agreement entered into by a member or members
- § 5615. In advance of any meeting of members the board may appoint inspectors of election
- § 5231. A director shall perform the duties of a director, including duties as a member o
- § 5232. Section 5231 governs the duties of directors as to any acts or omissions in conne
- § 5233. Except as provided in subdivision (b), for the purpose of this section, a self-de