California
Corporations Code
2,433 entries
§
This act shall be known as the Corporations Code.
§
The provisions of this code, insofar as they are substantially the same as existing statutory provis…
§
All persons who, at the time this code goes into effect, hold office under any of the acts repealed …
§
No action or proceeding commenced before this code takes effect, and no right accrued, is affected b…
§
Unless the provision or the context otherwise requires, these general provisions, rules of construct…
§
Title, division, part, chapter, article, and section headings contained herein do not in any manner …
§
Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public of…
§
Writing includes any form of recorded message capable of comprehension by ordinary visual means; and…
§
Whenever reference is made to any portion of this code or of any other law of this State, the refere…
§
“Section” means a section of this code unless some other statute is specifically mentioned. “Subdivi…
§
The present tense includes the past and future tenses, and the future tense includes the present.
§
The masculine gender includes the feminine and neuter.
§
“Spouse” includes “registered domestic partner,” as required by Section 297.5 of the Family Code.
§
The singular number includes the plural, and the plural number includes the singular.
§
“County” includes “city and county.”
§
“Shall” is mandatory and “may” is permissive.
§
“Oath” includes affirmation.
§
“Signature” includes mark when the signer cannot write, such signer’s name being written near the ma…
§
(a) In addition to the definition set forth in Section 17, the term “signature” includes a signature…
§
“Person” includes a corporation as well as a natural person.
§
If any provision of this code, or the application thereof to any person or circumstance, is held inv…
§
“Electronic transmission by the corporation” means a communication (a) delivered by (1) facsimile te…
§
“Electronic transmission to the corporation” means a communication (a) delivered by (1) facsimile te…
§
(a) This division shall be known and may be cited as the General Corporation Law. (b) This title of …
§
Unless the provision or the context otherwise requires, the general provisions and definitions set f…
§
(a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division appl…
§
Every corporation organized under the laws of this state, any other state of the United States or th…
§
Unless otherwise expressly provided, whenever reference is made in this division to any other state …
§
A corporation or association may be sued as provided in the Code of Civil Procedure.
§
Any corporation heretofore or hereafter formed under this division shall, as a condition of its exis…
§
No corporation, social purpose corporation, association, or individual shall issue or put in circula…
§
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescr…
§
(a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation fil…
§
(a) Provisions of the articles described in paragraph (3) of subdivision (g) of Section 202 and subd…
§
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, i…
§
The Secretary of State may cancel the filing of articles of a domestic corporation, including articl…
§
All references in this division to the voting of shares include the voting of other securities given…
§
If the articles provide for more or less than one vote for any share on any matter, the references i…
§
Any reference in this division to mailing means first-class mail, postage prepaid, unless registered…
§
All references in this division to financial statements, balance sheets, income statements, and stat…
§
As used in this division, independent accountant means a certified public accountant or public accou…
§
Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or th…
§
Any requirement in this division for a vote of each class of outstanding shares means such a vote re…
§
Any reference in this division to the time a notice is given or sent means, unless otherwise express…
§
(a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with…
§
“Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article …
§
A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corpora…
§
“Approved by (or approval of) the board” means approved or ratified by the vote of the board or by t…
§
“Approved by (or approval of) the outstanding shares” means approved by the affirmative vote of a ma…
§
“Approved by (or approval of) the shareholders” means approved or ratified by the affirmative vote o…
§
“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated ar…
§
“Board” means the board of directors of the corporation.
§
“Certificate of determination” means a certificate executed and filed pursuant to Section 401.
§
“Certificated security” means a share (Section 184), as defined in paragraph (4) of subdivision (a) …
§
“Certificate of Redomestication” is the document by which the appropriate official of another state …
§
All references in this division to “chairperson of the board” shall be deemed to refer to all permis…
§
“Chapter” refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwi…
§
(a) “Close corporation” means a corporation, including a close social purpose corporation, whose art…
§
“Common shares” means shares which have no preference over any other shares with respect to distribu…
§
(a) Except as provided in subdivision (b), “control” means the possession, direct or indirect, of th…
§
“Constituent corporation” means a corporation which is merged with or into one or more other corpora…
§
“Constituent limited partnership” means a limited partnership which is merged with one or more corpo…
§
“Constituent other business entity” means an other business entity that is merged with or into one o…
§
“Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
§
“Corporation”, unless otherwise expressly provided, refers only to a corporation organized under thi…
§
“Corporation subject to the Banking Law” (Division 1.1 (commencing with Section 1000) of the Financi…
§
For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative divid…
§
“Directors” means natural persons designated in the articles as such or elected by the incorporators…
§
“Disappearing corporation” means a constituent corporation which is not the surviving corporation.
§
“Disappearing limited partnership” means a constituent limited partnership which is not the survivin…
§
“Distribution to its shareholders” means the transfer of cash or property by a corporation to its sh…
§
“Domestic corporation” means a corporation formed under the laws of this state.
§
“Domestic limited liability company” means a limited liability company as defined in subdivision (t)…
§
“Domestic limited partnership” means any limited partnership formed under the laws of this state.
§
“Domestic other business entity” means an other business entity organized under the laws of this sta…
§
“Disappearing other business entity” means a constituent other business entity that is not the survi…
§
“Equity security” in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a dom…
§
“Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State.
§
“Foreign association” means a business association organized as a trust under the laws of a foreign …
§
“Foreign corporation” means any corporation other than a domestic corporation and, when used in Sect…
§
“Initial transaction statement” means a statement signed by or on behalf of the issuer sent to the n…
§
“Foreign limited liability company” means a foreign limited liability company as defined in subdivis…
§
“Limited liability company” means a limited liability company as defined in subdivision (k) of Secti…
§
“Limited partnership” means a partnership formed by two or more persons and having one or more gener…
§
“Foreign limited partnership” means any limited partnership, including a limited liability limited p…
§
“Foreign other business entity” means an other business entity organized under the laws of any state…
§
“Social purpose corporation” means any social purpose corporation formed under Division 1.5 (commenc…
§
“Liquidation price” or “liquidation preference” means amounts payable on shares of any class upon vo…
§
“Officers’ certificate” means a certificate signed and verified by the chairperson of the board, the…
§
“On the certificate” means that a statement appears on the face of a share certificate or on the rev…
§
“Other business entity” means a domestic or foreign limited liability company, limited partnership, …
§
Except as used in Sections 1001, 1101, and 1113, a “parent” of a specified corporation is an affilia…
§
“Preferred shares” means shares other than common shares.
§
“Proper county” means the county where the principal office of the corporation is located or, if the…
§
“Proxy” means a written authorization signed or an electronic transmission authorized by a sharehold…
§
“Proxyholder” means the person or persons to whom a proxy is given.
§
“Redemption price” means the amount or amounts (in cash, property or securities, or any combination …
§
“Redomestication” means the transfer of an insurer’s place of incorporation from another state to th…
§
“Reorganization” means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) ot…
§
“Reverse stock split” means the pro rata combination of all the outstanding shares of a class into a…
§
“Series” of shares means those shares within a class which have the same rights, preferences, privil…
§
“Share exchange tender offer” means any acquisition by one corporation in exchange in whole or in pa…
§
“Shares” means the units into which the proprietary interests in a corporation are divided in the ar…
§
“Shareholder” means one who is a holder of record of shares.
§
“Shareholders’ agreement” means a written agreement among all of the shareholders of a close corpora…
§
“Short-form merger” means a merger pursuant to Section 1110.
§
“Stock split” means the pro rata division, otherwise than by a share dividend, of all the outstandin…
§
(a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporati…
§
“Surviving corporation” means a corporation into which one or more other corporations or one or more…
§
“Surviving limited partnership” means a limited partnership into which one or more other limited par…
§
“Surviving other business entity” means an other business entity into which one or more other busine…
§
(a) For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” me…
§
“Uncertificated security” means a share (Section 184), or an obligation of the issuer, described in …
§
“Vacancy” when used with respect to the board means any authorized position of director which is not…
§
“Verified” means that the statements contained in a certificate or other document are declared to be…
§
“Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Se…
§
“Voting power” means the power to vote for the election of directors at the time any determination o…
§
“Voting shift” means a change, pursuant to or by operation of a provision of the articles, in the re…
§
“Written” or “in writing” includes facsimile, telegraphic, and other electronic communication when a…
§
(a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, ma…
§
(a) An existing business association organized as a trust under the laws of this state or of a forei…
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “ trust,” “…
§
The Secretary of State shall not file articles in which the business is to be an insurer unless the …
§
(a) (1) When an insurer has been approved by the Insurance Commissioner pursuant to Section 709.5 of…
§
Upon receipt of a certified copy of the commissioner’s authorization issued pursuant to subdivision …
§
The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, t…
§
Except as specified in the articles or in any shareholders’ agreement, no distinction shall exist be…
§
(a) If the articles include the designation and number of shares of one or more series within a clas…
§
The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall…
§
(a) If the articles of a corporation include a provision reading substantially as follows: “The liab…
§
Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitaliz…
§
Subject to any limitation contained in the articles and to compliance with any other applicable laws…
§
Subject to any limitations contained in the articles and to compliance with other provisions of this…
§
(a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the…
§
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a cor…
§
If initial directors have not been named in the articles, the incorporator or incorporators, until t…
§
Bylaws may be adopted, amended or repealed either by approval of the outstanding shares (Section 152…
§
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it…
§
Every corporation shall keep at its principal office in this state, or if its principal office is no…
§
(a) Subject to the provisions of this division and any limitations in the articles relating to actio…
§
(a) Except as provided in Section 301.5, at each annual meeting of shareholders, directors shall be …
§
(a) No later than the close of the 2019 calendar year, a publicly held domestic or foreign corporati…
§
(a) No later than the close of the 2021 calendar year, a publicly held domestic or foreign corporati…
§
(a) A listed corporation may, by amendment of its articles or bylaws, adopt provisions to divide the…
§
(a) A listed corporation engaged in business limited to the operation and maintenance of a recreatio…
§
Notwithstanding Section 301, a mutual water company organized under this division may elect director…
§
The board may declare vacant the office of a director who has been declared of unsound mind by an or…
§
(a) Any or all of the directors may be removed without cause if the removal is approved by the outst…
§
The superior court of the proper county may, at the suit of shareholders holding at least 10 percent…
§
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the remo…
§
If (a) a corporation has not issued shares and all the directors resign, die, or become incompetent,…
§
(a) Unless otherwise provided in the articles or, subject to paragraph (5) of subdivision (a) of Sec…
§
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to …
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) No contract or other transaction between a corporation and one or more of its directors, or betw…
§
The board may, by resolution adopted by a majority of the authorized number of directors, designate …
§
(a) A corporation shall have (1) a chairperson of the board, who may be given the title of chair of …
§
Subject to the provisions of subdivision (a) of Section 208, any note, mortgage, evidence of indebte…
§
The original or a copy in writing or in any other form capable of being converted into clearly legib…
§
(a) A corporation shall not make any loan of money or property to, or guarantee the obligation of, a…
§
(a) Subject to the provisions of Section 309, directors of a corporation who approve any of the foll…
§
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, em…
§
(a) The Secretary of State shall develop and maintain a registry of distinguished women and minoriti…
§
(a) A corporation may issue one or more classes or series of shares or both, with full, limited or n…
§
(a) Before any corporation issues any shares of any class or series of which the rights, preferences…
§
(a) A corporation may provide in its articles for one or more classes or series of shares which are …
§
The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series o…
§
(a) When so provided in the articles, a corporation may issue shares convertible within the time or …
§
Either in connection with the issue, subscription or sale of any of its shares, bonds, debentures, n…
§
(a) If at the time of granting option or conversion rights or at any later time the corporation is n…
§
Unless the articles provide otherwise, the board may issue shares, options or securities having conv…
§
A corporation may, but is not required to, issue fractions of a share originally or upon transfer. I…
§
(a) A corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or…
§
(a) Shares may be issued: (1) For such consideration as is determined from time to time by the board…
§
(a) Every subscriber to shares and every person to whom shares are originally issued is liable to th…
§
A transferee of shares for which the full agreed consideration has not been paid to the issuing corp…
§
Every transferee of partly paid shares who acquired them under a certificate or initial transaction …
§
A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receive…
§
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if …
§
Nothing in this division shall be construed as a derogation of any rights or remedies which any cred…
§
(a) Every holder of shares in a corporation shall be entitled to have a certificate signed in the na…
§
If the shares of the corporation are classified or if any class of shares has two or more series, th…
§
(a) There shall also appear on the certificate, the initial transaction statement, and written state…
§
(a) A domestic or foreign corporation may issue a new share certificate or a new certificate for any…
§
Neither a domestic nor foreign corporation nor its transfer agent or registrar is liable: (a) For tr…
§
Each holder of shares of a close corporation, whether original or subsequent, by accepting the certi…
§
(a) When the articles are amended in any way affecting the statements contained in the certificates …
§
(a) Shares are not assessable except as provided in this section or as otherwise provided by a statu…
§
(a) Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation…
§
Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation’s s…
§
(a) The provisions of Sections 500 and 501 shall not apply to a purchase or redemption of shares of …
§
(a) The provisions of Section 500 do not apply to a dividend declared by either of the following: (1…
§
Nothing in this chapter prohibits additional restrictions upon the declaration of dividends or the p…
§
(a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts…
§
This chapter does not apply in connection with any proceeding for winding up and dissolution under C…
§
(a) A corporation may redeem any or all shares which are redeemable at its option by (1) giving noti…
§
(a) When a corporation reacquires its own shares, those shares are restored to the status of authori…
§
Notwithstanding the provisions of this chapter, a negotiable instrument issued by a corporation for …
§
(a) Meetings of shareholders may be held at any place within or without this state as may be stated …
§
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice…
§
(a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represente…
§
(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special…
§
(a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation wit…
§
(a) For the purpose of determining whether a corporation has outstanding shares held of record by 10…
§
(a) Except as provided in Section 708 and except as may be otherwise provided in the articles, each …
§
(a) In order that the corporation may determine the shareholders entitled to notice of any meeting o…
§
(a) Subject to subdivision (c) of Section 703, shares held by an administrator, executor, guardian, …
§
(a) Shares standing in the name of another corporation, domestic or foreign, may be voted by an offi…
§
(a) If shares stand of record in the names of two or more persons, whether fiduciaries, members of a…
§
(a) Every person entitled to vote shares may authorize another person or persons to act by proxy wit…
§
(a) Notwithstanding any other provision of this division, an agreement between two or more sharehold…
§
(a) In advance of any meeting of shareholders the board may appoint inspectors of election to act at…
§
(a) Except as provided in Sections 301.5 and 708.5, every shareholder complying with subdivision (b)…
§
(a) For purposes of this section,the following definitions shall apply: (1) “Uncontested election” m…
§
(a) Upon the filing of an action therefor by any shareholder or by any person who claims to have bee…
§
(a) This section applies to a corporation with outstanding shares held of record by 100 or more pers…
§
(a) The Legislature finds and declares that: Many of the residents of this state are the legal and b…
§
(a) As used in this section, “corporation” includes an unincorporated association; “board” includes …
§
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time…
§
Before any shares have been issued, any amendment of the articles may be adopted by a writing signed…
§
(a) After any shares have been issued, amendments may be adopted if approved by the board and approv…
§
(a) A proposed amendment must be approved by the outstanding shares (Section 152) of a class, whethe…
§
(a) Except as provided in subdivision (b), if any amendment of the articles would make shares assess…
§
In the case of amendments adopted after the corporation has issued any shares, the corporation shall…
§
In the case of amendments adopted by the incorporators or the board under Section 901, the corporati…
§
(a) The certificate of amendment shall establish the wording of the amendment or amended articles by…
§
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with th…
§
A corporation formed for a limited period may at any time subsequent to the expiration of the term o…
§
(a) A corporation may restate in a single certificate the entire text of its articles as amended by …
§
(a) A corporation may, by amendment of its articles pursuant to this section, change its status to t…
§
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s p…
§
(a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substa…
§
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have anne…
§
Any two or more corporations may be merged into one of those corporations. A corporation may merge w…
§
(a) The board of each corporation that desires to merge shall approve an agreement of merger. The co…
§
Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction …
§
Each corporation shall sign the agreement by its chairperson of the board, president or a vice presi…
§
After approval of a merger by the board and any approval of the outstanding shares (Section 152) req…
§
Any amendment to the agreement may be adopted and the agreement so amended may be approved by the bo…
§
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of th…
§
A copy of an agreement of merger certified on or after the effective date by an official having cust…
§
(a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations cea…
§
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other busin…
§
(a) The merger of any number of domestic corporations with any number of foreign corporations may be…
§
Whenever a domestic or foreign corporation or domestic or foreign other business entity having any r…
§
(a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding…
§
If any disappearing corporation in a merger is a close corporation and the surviving corporation is …
§
If a disappearing corporation in a merger is a corporation governed by this division and the survivi…
§
If a disappearing corporation in a merger is a corporation governed by this division and the survivi…
§
(a) Any one or more corporations may merge with one or more other business entities (Section 174.5).…
§
For purposes of this chapter, the following definitions shall apply: (a) “Converted corporation” mea…
§
(a) A corporation may be converted into a domestic other business entity, foreign other business ent…
§
(a) A corporation that desires to convert to a domestic other business entity, foreign other busines…
§
(a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the ou…
§
(a) To enforce an obligation of a corporation that has converted to a foreign corporation or foreign…
§
(a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnersh…
§
(a) Whenever a corporation or other business entity having any real property in this state converts …
§
(a) A domestic other business entity, foreign other business entity, or foreign corporation may be c…
§
(a) An entity that converts into another entity pursuant to this chapter is for all purposes other t…
§
The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commenci…
§
A reorganization (Section 181) or a share exchange tender offer (Section 183.5) shall be approved by…
§
(a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152…
§
(a) The principal terms of a share exchange tender offer (Section 183. 5) shall be approved by the o…
§
(a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization …
§
(a) If a tender offer, including a share exchange tender offer (Section 183.5), or a written proposa…
§
(a) If the approval of the outstanding shares (Section 152) of a corporation is required for a reorg…
§
(a) If, in the case of a reorganization, any shareholders of a corporation have a right under Sectio…
§
Within 30 days after the date on which notice of the approval by the outstanding shares or the notic…
§
(a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upo…
§
(a) If the corporation denies that the shares are dissenting shares, or the corporation and the shar…
§
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the …
§
To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shar…
§
Cash dividends declared and paid by the corporation upon the dissenting shares after the date of app…
§
Except as expressly limited in this chapter, holders of dissenting shares continue to have all the r…
§
Dissenting shares lose their status as dissenting shares and the holders thereof cease to be dissent…
§
If litigation is instituted to test the sufficiency or regularity of the votes of the shareholders i…
§
This chapter, except Section 1312, does not apply to classes of shares whose terms and provisions sp…
§
(a) No shareholder of a corporation who has a right under this chapter to demand payment of cash for…
§
A conversion pursuant to Chapter 11.5 (commencing with Section 1150) shall be deemed to constitute a…
§
(a) Any domestic corporation with respect to which a proceeding has been initiated under any applica…
§
(a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merge…
§
(a) A trustee, liquidating agent, responsible officer, or other representative appointed by the cour…
§
The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decre…
§
For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to…
§
Each corporation shall keep adequate and correct books and records of account and shall keep minutes…
§
(a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 day…
§
(a) Every corporation shall file, within 90 days after the filing of its original articles and annua…
§
(a) In addition to the statement required pursuant to Section 1502, every publicly traded corporatio…
§
(a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may deli…
§
If a natural person who has been designated agent for service of process pursuant to Section 202, 15…
§
(a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of…
§
Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or contr…
§
Any officers, directors, employees or agents of a corporation who do any of the following are liable…
§
The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply wit…
§
For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareh…
§
(a) Any foreign corporation qualified to transact intrastate business in this state shall provide th…
§
Any foreign corporation which is not qualified to transact intrastate business in this state but has…
§
(a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named i…
§
(a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding vot…
§
(a) (1) The accounting books, records, and minutes of proceedings of the shareholders and the board …
§
Every director shall have the absolute right at any reasonable time to inspect and copy all books, r…
§
(a) Upon refusal of a lawful demand for inspection, the superior court of the proper county, may enf…
§
In any action or proceeding under Section 1600 or Section 1601, if the court finds the failure of th…
§
If any record subject to inspection pursuant to this chapter is not maintained in written form, a re…
§
In addition to the provisions of Chapter 4 (commencing with Section 413. 10) of Title 5 of Part 2 of…
§
Delivery by hand of a copy of any process against the corporation (a) to any natural person designat…
§
(a) If an agent for the purpose of service of process has resigned and has not been replaced or if t…
§
(a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grou…
§
(a) The Attorney General may bring an action against any domestic corporation or purported domestic …
§
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the …
§
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, …
§
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor…
§
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is e…
§
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court incl…
§
(a) All creditors and claimants may be barred from participation in any distribution of the general …
§
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant t…
§
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a cou…
§
(a) Any corporation may elect voluntarily to wind up and dissolve by the vote of shareholders holdin…
§
(a) Notwithstanding any other provision of this division, when a corporation has not issued shares, …
§
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing such electio…
§
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets …
§
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolutio…
§
If a corporation is in the process of voluntary winding up, the superior court of the proper county,…
§
(a) When a corporation has been completely wound up without court proceedings therefor, a majority o…
§
If a corporation has filed a certificate of dissolution with the Secretary of State on or after Janu…
§
Except as otherwise provided by law, if the term of existence for which any corporation was organize…
§
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of …
§
(a) Subject to any contrary provision in the articles, which may include a reference to a separate w…
§
The powers and duties of the directors (or other persons appointed by the court pursuant to Section …
§
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Sectio…
§
When the identity of the directors or their right to hold office is in doubt, or if they are dead or…
§
After determining that all the known debts and liabilities of a corporation in the process of windin…
§
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has…
§
Distribution may be made either in money or in property or securities and either in installments fro…
§
(a) If the corporation in process of winding up has both preferred and common shares outstanding, a …
§
(a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend…
§
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, ot…
§
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up i…
§
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissol…
§
This chapter applies only to foreign corporations transacting intrastate business, except as otherwi…
§
(a) Any foreign corporation (other than a foreign association) not transacting intrastate business m…
§
A foreign corporation which has filed a designation of an agent for the service of process, pursuant…
§
Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1605, inclusive…
§
Any foreign lending institution which has not qualified to do business in this state and which engag…
§
(a) A foreign corporation shall not transact intrastate business without having first obtained from …
§
(a) Subject to the provisions of subdivision (b), upon payment of the fees required by law the Secre…
§
The Secretary of State shall not file any statement and designation pursuant to Section 2106 or any …
§
(a) If any foreign corporation (but not a foreign association) qualified to transact intrastate busi…
§
Delivery by hand of a copy of any process against a foreign corporation (a) to any officer of the co…
§
In addition to the provisions of Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of …
§
(a) If the agent designated for the service of process is a natural person and cannot be found with …
§
(a) Subject to Section 2113, a foreign corporation which has qualified to transact intrastate busine…
§
(a) The filing of an agreement of merger of a foreign disappearing corporation qualified to transact…
§
(a) A foreign corporation that has transacted intrastate business and has thereafter withdrawn from …
§
(a) A foreign corporation (other than a foreign association or foreign nonprofit corporation but inc…
§
(a) Section 301.3 shall apply to a foreign corporation that is a publicly held corporation to the ex…
§
(a) Section 301.4 shall apply to a foreign corporation that is a publicly held corporation to the ex…
§
The directors of a foreign corporation transacting intrastate business are liable to the corporation…
§
(a) Every foreign corporation (other than a foreign association) qualified to transact intrastate bu…
§
(a) In addition to the statement required pursuant to Section 2117, every publicly traded foreign co…
§
Every corporation that neglects, fails, or refuses: (a) to keep or cause to be kept or maintained th…
§
Any officer of a corporation charged with the duty of entering a transfer of shares upon the books o…
§
Any penalty prescribed by Section 2200 or Section 2201 shall be in addition to any remedy by injunct…
§
(a) Any foreign corporation which transacts intrastate business and which does not hold a valid cert…
§
(a) Upon the failure of a corporation to file the statement required by Section 1502, the Secretary …
§
(a) A corporation that (1) fails to file a statement pursuant to Section 1502 for an applicable fili…
§
(a) A domestic corporation, as defined in Section 167, may be subject to administrative dissolution …
§
(a) Sections 2204 and 2205 apply to foreign corporations with respect to the statements required to …
§
(a) A corporation is liable for a civil penalty in an amount not exceeding one million dollars ($1,0…
§
Any promoter, director or officer of a corporation who knowingly and willfully issues or consents to…
§
Every person (a) who signs the name of a fictitious person to any subscription for or agreement to t…
§
Any director of a stock corporation, domestic or foreign, who concurs in any vote or act of the dire…
§
Every director, officer or agent of any corporation, domestic or foreign, is guilty of a felony (a) …
§
(a) Every director, officer or agent of any corporation, domestic or foreign, who knowingly receives…
§
Every officer, agent or clerk of any corporation, domestic or foreign, or any person proposing to or…
§
Every person who, without being authorized so to do, subscribes the name of another to or inserts th…
§
Any foreign corporation subject to the provisions of Chapter 21 which transacts intrastate business …
§
Any person who transacts intrastate business on behalf of a foreign corporation which is not authori…
§
In a prosecution for a violation of Section 2252, 2253, 2254, 2255, 2256 or 2257, the fact that the …
§
The Victims of Corporate Fraud Compensation Fund is hereby established in the State Treasury. The fu…
§
As used in this chapter: (a) “Agent” means a person who was an officer or director of a corporation,…
§
(a) When an aggrieved person obtains a final judgment in a court of competent jurisdiction against a…
§
(a) The Secretary of State shall provide notice to the corporation and all agents named in the appli…
§
(a) The response by the corporation shall be by an officer or director and shall contain proof of se…
§
(a) If the Secretary of State determines that the application, as submitted by the claimant, fails t…
§
(a) The Secretary of State shall render a final written decision on the application within 90 calend…
§
The Secretary of State shall give written notice, as prescribed by the Secretary of State, of a deci…
§
The Secretary of State shall give notice, as prescribed by the Secretary of State, to the corporatio…
§
(a) A claimant against whom the Secretary of State has rendered a decision denying an application ma…
§
(a) Whenever the court proceeds upon a petition under Section 2287, it shall order payment out of th…
§
(a) Notwithstanding any other provision of this chapter and regardless of the number of persons aggr…
§
If, at any time, the money deposited in the fund is insufficient to satisfy any duly authorized awar…
§
Any sums received by the Secretary of State pursuant to any provisions of this chapter shall be depo…
§
It shall be unlawful for any person or the agent of any person to file with the Secretary of State a…
§
When the Secretary of State has paid from the fund any sum to the claimant, the Secretary of State s…
§
If the Secretary of State pays from the fund any amount in settlement of a claim or toward satisfact…
§
The Secretary of State shall not make any award to a claimant from the fund if the claimant has rece…
§
The failure of an aggrieved person to comply with all of the provisions of this chapter shall consti…
§
This chapter shall apply to applications submitted to the Secretary of State on or after January 1, …
§
As used in this chapter, the term “new law” means this division of the Corporations Code as amended …
§
(a) Except as otherwise expressly provided in this chapter, the provisions of the new law apply on a…
§
The provisions of Sections 202, 204 (other than subdivision (a) thereof) and 205 of the new law rela…
§
The provisions of subdivision (a) of Section 204, insofar as they require the inclusion of certain p…
§
The absence of any reference to par value in the articles of a corporation which is subject to the p…
§
Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any st…
§
The effect of a difference between the articles and bylaws in the statement of the number of directo…
§
Subdivision (a) of Section 312 of the new law applies to a corporation existing on the effective dat…
§
Section 317 of the new law governs any proposed indemnification by a corporation after the effective…
§
Sections 417 and 418 of the new law relating to required statements on certificates representing sha…
§
Chapter 5 of the new law applies to any distribution to its shareholders made after the effective da…
§
Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective da…
§
The provisions of Chapter 6 (commencing with Section 600) and Chapter 7 (commencing with Section 700…
§
Section 706 of the new law applies to agreements and voting trusts entered into after the effective …
§
Section 800 of the new law applies to actions commenced after the effective date and prior law gover…
§
Chapters 10 (commencing with Section 1000), 11 (commencing with Section 1100), 12 (commencing with S…
§
Chapters 18 (commencing with Section 1800) and 20 (commencing with Section 2000) of the new law appl…
§
Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000) of the new law appl…
§
A foreign association which has transacted intrastate business in this state prior to the effective …
§
When any corporate agent for service of process has been designated prior to the effective date and …
§
Any corporation existing on the first day of January, 1873, formed under the laws of this state, and…
§
If the corporate rights, privileges and powers of a corporation have been suspended and are still su…
§
This division shall be known and may be cited as the Social Purpose Corporations Act.
§
Except as otherwise expressly stated, the provisions of Division 1 (commencing with Section 100) sha…
§
This division applies only to social purpose corporations organized expressly under this division wh…
§
Every social purpose corporation organized under the laws of this state or similar foreign social pu…
§
Unless otherwise expressly provided, whenever reference is made in this division to any other state …
§
A social purpose corporation may be sued in the same manner as a corporation as provided in the Code…
§
A social purpose corporation formed under this division shall, in respect of its property, as a cond…
§
The fees of the Secretary of State for filing instruments by or on behalf of social purpose corporat…
§
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 2602 and sub…
§
Nothing contained in this division shall be construed to modify the provisions of subdivision (h) of…
§
“Annual report” means the report required by subdivision (a) of Section 3500, including the informat…
§
“Close social purpose corporation” means a social purpose corporation that is also a close corporati…
§
“Constituent social purpose corporation” means a social purpose corporation that is merged with or i…
§
“Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150) of Division …
§
“Disappearing social purpose corporation” means a constituent social purpose corporation that is not…
§
“Domestic social purpose corporation” means a corporation organized under this division.
§
“Social purpose corporation,” unless otherwise expressly provided, refers only to a corporation orga…
§
“Social purpose corporation subject to the Banking Law” means any of the following: (a) A social pur…
§
“Social purpose corporation subject to the Insurance Code as an insurer” means a social purpose corp…
§
“Reorganization” means a merger reorganization, an exchange reorganization, or a sale of assets reor…
§
“Share exchange tender offer” means any acquisition by one social purpose corporation in exchange in…
§
“Special purpose” means the special purpose set forth in a social purpose corporation’s articles pur…
§
“Special purpose current report” means the report required of a social purpose corporation pursuant …
§
“Special purpose MD&A” means the management discussion and analysis required of a social purpose cor…
§
“Special purpose objectives” means those objectives set forth by management and the directors of a s…
§
“Surviving social purpose corporation” means a social purpose corporation into which one or more oth…
§
(a) One or more natural persons, partnerships, associations, social purpose corporations, or corpora…
§
(a) An existing business association organized as a trust under the laws of this state or of a forei…
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “t…
§
The articles of incorporation shall set forth: (a) The name of the social purpose corporation that s…
§
The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall…
§
Subject to any limitation contained in the articles, to compliance with any other applicable laws, a…
§
Subject to any limitations contained in the articles, to compliance with other provisions of this di…
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) Subject to Section 2700, directors of a social purpose corporation who approve any of the follow…
§
(a) For the purposes of this section: (1) “Agent” means any person who is or was a director, officer…
§
(a) All certificates representing shares of a social purpose corporation shall contain, in addition …
§
(a) As used in this section: (1) “Social purpose corporation” includes an unincorporated association…
§
(a) A proposed amendment to the articles of a social purpose corporation shall be approved by the ou…
§
(a) A social purpose corporation may, by amendment of its articles pursuant to this section, change …
§
(a) A social purpose corporation may, by amendment of its articles pursuant to this section, change …
§
(a) A social purpose corporation may sell, lease, convey, exchange, transfer, or otherwise dispose o…
§
If any disappearing social purpose corporation in a merger is a close social purpose corporation and…
§
If any disappearing corporation in a merger is a social purpose corporation and the surviving entity…
§
If a disappearing social purpose corporation in a merger is a social purpose corporation governed by…
§
(a) Any one or more social purpose corporations may merge with one or more other business entities. …
§
For purposes of this chapter, the following definitions shall apply: (a) “Converted social purpose c…
§
(a) A social purpose corporation may be converted into a domestic other business entity pursuant to …
§
(a) A social purpose corporation that desires to convert to a domestic other business entity shall a…
§
(a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the ou…
§
(a) To convert a social purpose corporation: (1) If the social purpose corporation is converting int…
§
The shareholders with dissenting rights, as defined in subdivision (b) of Section 1300, of a convert…
§
Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not …
§
(a) An other business entity or a foreign other business entity or a foreign corporation may be conv…
§
A reorganization or a share exchange tender offer shall be approved by the board of all of the follo…
§
(a) The principal terms of a reorganization shall be approved by the outstanding shares of each clas…
§
(a) The board of a social purpose corporation shall cause an annual report to be sent to the shareho…
§
(a) The board shall cause a special purpose current report to be sent to the shareholders not later …
§
(a) Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall require a detailing o…
§
Any officers, directors, employees, or agents of a social purpose corporation who do any of the foll…
§
This division shall be known and may be cited as the Nonprofit Corporation Law.
§
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, ma…
§
Unless the provisions or the context otherwise requires, the general provisions and definitions set …
§
(a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part …
§
A corporation may be sued as provided in the Code of Civil Procedure.
§
Any corporation shall, as a condition of its existence as a corporation, be subject to the provision…
§
(a) Except for a liability that may be insured against pursuant to Division 4 (commencing with Secti…
§
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescr…
§
Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corpora…
§
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part …
§
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in …
§
(a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an …
§
(a) A nonprofit corporation described in Section 5059, 5060, or 5061, or a foreign nonprofit corpora…
§
Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailin…
§
If the articles or bylaws provide for more or less than one vote for any membership on any matter, t…
§
All references in Part 3 (commencing with Section 7110) to the voting of memberships include the vot…
§
All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section …
§
As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), …
§
Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means s…
§
Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7…
§
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly se…
§
(a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with…
§
“Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article …
§
A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corpora…
§
“Approved by (or approval of) the board” means approved or ratified by the vote of the board or by t…
§
“Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or w…
§
“Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a m…
§
“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated ar…
§
(a) Except as provided in subdivision (b) or (c), “authorized number” means 5 percent of the voting …
§
“Bylaws” includes amendments thereto and amended bylaws.
§
“Board” means the board of directors of the corporation.
§
“Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
§
All references in this division to “chairperson of the board,” other than in Sections 5213, 7213, an…
§
“Chapter” refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Sect…
§
“Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a d…
§
“Common shares,” as used in Part 3 (commencing with Section 7110), means shares which have no prefer…
§
“Constituent corporation” means a corporation which is merged with one or more other corporations an…
§
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of…
§
(a) “Corporation” as used in this part and Part 5 (commencing with Section 9910), refers to corporat…
§
Except as otherwise expressly provided, “directors” means natural persons, designated in the article…
§
(a) The Legislature finds and declares that the services of directors and officers of nonprofit corp…
§
“Disappearing corporation” means a constituent corporation which is not the surviving corporation.
§
“Distribution” means the distribution of any gains, profits or dividends to any member as such. As u…
§
“Domestic corporation” means a corporation formed under the laws of this state.
§
“Filed,” unless otherwise expressly provided, means filed in the office of the Secretary of State.
§
“Foreign business corporation,” as used in Part 3 (commencing with Section 7110), means a foreign co…
§
“Foreign corporation” means any corporation incorporated in a jurisdiction other than California pur…
§
“Incentive and benefit plans,” as used in Section 5140, in Section 7140, and in Section 9140 include…
§
“Liquidating price” or “liquidation preference,” as used in Part 3 (commencing with Section 7110), m…
§
(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or b…
§
A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and th…
§
“Membership certificate,” as used in Part 3 (commencing with Section 7110), means a document evidenc…
§
“Nonprofit mutual benefit corporation” or “mutual benefit corporation” means a corporation which is …
§
“Nonprofit public benefit corporation” or “public benefit corporation” means a corporation which is …
§
“Nonprofit religious corporation” or “religious corporation” means a corporation which is organized …
§
“Officer’s certificate” means a certificate signed and verified by the chair of the board, the presi…
§
“On the certificate,” as used in Part 3 (commencing with Section 7110), means that a statement appea…
§
“Other business entity” means a domestic or foreign limited liability company, limited partnership, …
§
A “parent” of a specified corporation is an affiliate controlling such corporation directly or indir…
§
“Parent party” means the corporation in control of any constituent domestic or foreign corporation o…
§
“Person,” in addition to those entities specified in Section 18 and unless otherwise expressly provi…
§
“Preferred shares,” as used in Part 3 (commencing with Section 7110), means shares other than common…
§
“Proper county” means the county where the corporation’s principal office in this state is located o…
§
“Proxy” means a written authorization signed by a member or the member’s attorney in fact giving ano…
§
“Proxyholder” means the person or persons to whom a proxy is given.
§
“Shareholder,” as used in Part 3 (commencing with Section 7110), means one who is a holder of record…
§
“Shares,” as used in Part 3 (commencing with Section 7110), means the units into which the proprieta…
§
(a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporati…
§
“Surviving corporation” means a corporation into which one or more other corporations are merged.
§
“Vacancy” when used with respect to the board means any authorized position of director which is not…
§
“Verified” means that the statements contained in a certificate or other document are declared to be…
§
“Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b)…
§
“Voting power” means the power to vote for the election of directors at the time any determination o…
§
“Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as aut…
§
“Written ballot” does not include a ballot distributed at a special or regular meeting of members.
§
This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.
§
Subject to any other provisions of law of this state applying to the particular class of corporation…
§
(a) One or more persons may form a corporation under this part by executing and filing articles of i…
§
(a) In the case of an existing unincorporated association, the association may change its status to …
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “t…
§
The Secretary of State shall not reserve a corporate name or file articles using the name Golden Sta…
§
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name …
§
The articles of incorporation may set forth a further statement limiting the purposes or powers of t…
§
(a) The articles of incorporation may set forth any or all of the following provisions, which shall …
§
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a cor…
§
If initial directors have not been named in the articles, the incorporator or incorporators, until t…
§
Subject to any limitations contained in the articles or bylaws and to compliance with other provisio…
§
Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporati…
§
(a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtai…
§
(a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, byla…
§
(a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it…
§
A corporation may provide in its bylaws for delegates having some or all of the authority of members…
§
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapt…
§
Every corporation shall keep at its principal office in this state the original or a copy of its art…
§
Each corporation shall have a board of directors. Subject to the provisions of this part and any lim…
§
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meet…
§
(a) The board may, by resolution adopted by a majority of the number of directors then in office, pr…
§
(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson…
§
Subject to the provisions of subdivision (a) of Section 5141 and Section 5142, any note, mortgage, e…
§
The original or a copy in writing or in any other form capable of being converted into clearly legib…
§
(a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not …
§
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a…
§
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) I…
§
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized …
§
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the remo…
§
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to …
§
Except upon notice to the Attorney General, no director may resign where the corporation would then …
§
(a) Any other provision of this part notwithstanding, not more than 49 percent of the persons servin…
§
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a dir…
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) Section 5231 governs the duties of directors as to any acts or omissions in connection with the …
§
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transacti…
§
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, …
§
(a) The board may fix the compensation of a director, as director or officer, and no obligation, oth…
§
(a) A corporation shall not make any loan of money or property to or guarantee the obligation of any…
§
(a) Subject to the provisions of Section 5231, directors of a corporation who approve any of the fol…
§
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, em…
§
(a) There shall be no personal liability to a third party for monetary damages on the part of a volu…
§
(a) This section applies to all assets held by the corporation for investment. Assets which are dire…
§
Nothing in Section 5240 shall abrogate or restrict the power of the appropriate court in proper case…
§
A corporation is subject at all times to examination by the Attorney General, on behalf of the state…
§
Notwithstanding any other law, every corporation, during any period or periods that corporation is d…
§
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may pro…
§
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration o…
§
No person may hold more than one membership, and no fractional memberships may be held, provided, ho…
§
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
§
(a) Subject to Section 5613, and unless otherwise provided in the corporation’s articles or bylaws: …
§
A corporation may issue memberships having different rights, privileges, preferences, restrictions o…
§
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same r…
§
(a) A corporation may refer to persons associated with it as “members” even though such persons are …
§
(a) A member may resign from membership at any time. (b) This section shall not relieve the resignin…
§
(a) No member may be expelled or suspended, and no membership or membership rights may be terminated…
§
(a) An amendment of the articles or bylaws which would terminate all memberships or any class of mem…
§
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obli…
§
A corporation may levy dues, assessments or fees upon its members pursuant to its articles or bylaws…
§
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if …
§
Nothing in this part shall be construed as in derogation of any rights or remedies which any credito…
§
A person holding a membership as executor, administrator, guardian, trustee, receiver or in any repr…
§
No corporation shall make any distribution. This section shall not apply to the purchase of a member…
§
(a) Any person who receives any distribution is liable to the corporation for the amount so received…
§
(a) Meetings of members may be held at a place within or without this state as may be stated in or f…
§
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of …
§
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a…
§
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which ma…
§
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 …
§
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a…
§
Any action required or permitted to be taken by the members may be taken without a meeting, if all m…
§
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of…
§
(a) As to directors elected by members, there shall be available to the members reasonable nominatio…
§
A corporation with 500 or more members may provide that, except for directors who are elected as aut…
§
A corporation with 5,000 or more members may provide that, in any election of a director or director…
§
A corporation with 500 or more members may provide that where it distributes any written election ma…
§
A corporation with 500 or more members may provide that upon written request by any nominee for elec…
§
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nomine…
§
Without authorization of the board, no corporate funds may be expended to support a nominee for dire…
§
An action challenging the validity of any election, appointment or removal of a director or director…
§
Except as provided in a corporation’s articles or bylaws or Section 5616, each member shall be entit…
§
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a da…
§
If a membership stands of record in the names of two or more persons, whether fiduciaries, members o…
§
(a) Any member may authorize another person or persons to act by proxy with respect to such membersh…
§
A voting agreement or voting trust agreement entered into by a member or members of a corporation sh…
§
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the …
§
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled …
§
(a) Upon the filing of an action therefor by any director or member, or by any person who had the ri…
§
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an…
§
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time…
§
Except as provided in Section 5813.5, any amendment of the articles may be adopted by a writing sign…
§
(a) Except as provided in this section or Section 5813.5, amendments may be adopted if approved by t…
§
An amendment must also be approved by the members (Section 5034) of a class, whether or not such cla…
§
(a) A public benefit corporation may amend its articles to change its status to that of a mutual ben…
§
(a) Except for amendments adopted by the incorporators pursuant to Section 5811, upon adoption of an…
§
In the case of amendments adopted by the incorporators under Section 5811, the corporation shall fil…
§
The certificate of amendment shall establish the wording of the amendment or amended articles by one…
§
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with th…
§
A corporation formed for a limited period may at any time subsequent to the expiration of the term o…
§
(a) A corporation may restate in a single certificate the entire text of its articles as amended by …
§
(a) Amendment of the articles of a corporation, pursuant to this chapter, does not, of itself, abrog…
§
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s p…
§
(a) Subject to the provisions of Section 5142, a corporation may sell, lease, convey, exchange, tran…
§
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have anne…
§
Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give wri…
§
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health …
§
Within 90 days of the receipt of the written notice required by Section 5914, the Attorney General s…
§
Prior to issuing any written decision referred to in Section 5915, or giving a written waiver under …
§
The Attorney General shall have discretion to consent to, give conditional consent to, or not consen…
§
The Attorney General shall not consent to a health facility agreement or transaction pursuant to Sec…
§
The Attorney General may adopt regulations implementing this article.
§
(a) Within the time periods designated in Section 5915 and relating to those factors specified in Se…
§
(a) (1) Any nonprofit corporation that is defined in Section 5046 and operates or controls a health …
§
Within 90 days of the receipt of the written notice required by Section 5920, the Attorney General s…
§
Prior to issuing any written decision referred to in Section 5921, or giving a written waiver under …
§
The Attorney General shall have discretion to consent to, give conditional consent to, or not consen…
§
(a) Within the time periods designated in Section 5921 and relating to those factors specified in Se…
§
The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
§
The Attorney General may enforce conditions imposed on the Attorney General’s consent to an agreemen…
§
(a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for …
§
(a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Secti…
§
The board of each corporation which desires to merge shall approve an agreement of merger. The const…
§
The principal terms of the merger shall be approved by the members (Section 5034) of each constituen…
§
Each constituent corporation shall sign the agreement by the chairperson of its board, president or …
§
After approval of a merger by the board and any approval by the members (Section 5034) or other pers…
§
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by th…
§
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of th…
§
A copy of an agreement of merger certified on or after the effective date by an official having cust…
§
(a) Subject to the provisions of Section 6010, the merger of any number of corporations with any num…
§
If an agreement of merger is entered into between a nonprofit corporation and a business corporation…
§
(a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with…
§
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the …
§
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other busin…
§
Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real…
§
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, su…
§
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United …
§
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially…
§
(a) An agent designated for service of process pursuant to Section 6210 may deliver to the Secretary…
§
If a natural person who has been designated agent for service of process pursuant to Section 6210 di…
§
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in t…
§
Any officers, directors, employees or agents of a corporation who do any of the following are liable…
§
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is fai…
§
If any record subject to inspection pursuant to this chapter is not maintained in written form, a re…
§
Any inspection under this chapter may be made in person or by agent or attorney and the right of ins…
§
Any right of inspection created by this chapter extends to the records of each subsidiary of a corpo…
§
The rights of members provided in this chapter may not be limited by contract or the articles or byl…
§
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes …
§
(a) Except as provided in subdivision (c), (d), or (f), the board shall cause an annual report to be…
§
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annuall…
§
(a) The superior court of the proper county shall enforce the duty of making and mailing or deliveri…
§
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with …
§
For a period of 60 days following the conclusion of an annual, regular, or special meeting of member…
§
(a) Subject to Sections 6331 and 6332, and unless the corporation provides a reasonable alternative …
§
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership…
§
(a) Upon petition of the corporation or any member, the superior court of the proper county may limi…
§
The accounting books and records and minutes of proceedings of the members and the board and committ…
§
Every director shall have the absolute right at any reasonable time to inspect and copy all books, r…
§
Where the proper purpose of the person or persons making a demand pursuant to Section 6330 is frustr…
§
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant t…
§
In any action or proceeding under this article, and except as required by Section 6331, if the court…
§
(a) A membership list is a corporate asset. Without consent of the board a membership list or any pa…
§
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700)…
§
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds speci…
§
(a) The Attorney General may bring an action against any corporation or purported corporation in the…
§
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the …
§
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, …
§
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor…
§
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is e…
§
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court incl…
§
(a) All creditors and claimants may be barred from participation in any distribution of the general …
§
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant t…
§
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a cou…
§
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of a…
§
(a) Notwithstanding any other provision of this division, when a corporation has not issued any memb…
§
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that electio…
§
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets:…
§
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolutio…
§
If a corporation is in the process of voluntary winding up, the superior court of the proper county,…
§
(a) When a corporation has been completely wound up without court proceedings, a majority of the dir…
§
Except as otherwise provided by law, if the term of existence for which any corporation was organize…
§
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of …
§
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it …
§
The powers and duties of the directors (or other persons appointed by the court pursuant to Section …
§
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Sectio…
§
When the identity of the directors or their right to hold office is in doubt, or if they are dead or…
§
(a) After determining that all the known debts and liabilities of a corporation in the process of wi…
§
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has…
§
After complying with the provisions of Section 6713, assets held by a corporation upon a valid condi…
§
After complying with the provisions of Section 6713: (a) Except as provided in Section 6715, all of …
§
Subject to the provisions of any trust under which assets to be distributed are held, distribution m…
§
(a) If any creditors or other persons are unknown or fail or refuse to accept their payment or distr…
§
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, ot…
§
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up i…
§
(a) In all cases where a corporation has been dissolved, any person to whom assets were distributed …
§
(a) Upon the failure of a corporation to file the statement required by Section 6210, the Secretary …
§
Any director of any corporation who concurs in any vote or act of the directors of the corporation o…
§
(a) Every director or officer of any corporation is guilty of a crime if such director or officer kn…
§
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possessi…
§
Every director, officer or agent of any corporation, or any person proposing to organize such a corp…
§
Nothing in this chapter limits the power of the state to punish any person for any conduct which con…
§
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with S…
§
This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law.
§
Subject to any other provision of law of this state applying to the particular class of corporation …
§
(a) One or more persons may form a corporation under this part by executing and filing articles of i…
§
(a) In the case of an existing unincorporated association, the association may change its status to …
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “t…
§
The Secretary of State shall not file articles for a corporation the name of which would fall within…
§
The articles of incorporation of a corporation formed under this part shall set forth the following:…
§
The articles of incorporation may set forth a further statement limiting the purposes or powers of t…
§
(a) The articles of incorporation may set forth any or all of the following provisions, which shall …
§
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a cor…
§
If initial directors have not been named in the articles, the incorporator or incorporators, until t…
§
Nothing in Section 7130 or 7131 or in any provision of the articles of a mutual benefit corporation …
§
Subject to any limitations contained in the articles or bylaws and to compliance with other provisio…
§
Subject to Section 7142: (a) No limitation upon the activities, purposes, or powers of the corporati…
§
(a) Notwithstanding Section 7141, in the case of a corporation holding assets in charitable trust, a…
§
(a) Except as provided in subdivision (c) and Sections 7151, 7220, 7224, 7512, 7613, and 7615, bylaw…
§
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it…
§
A corporation may provide in its bylaws for delegates having some or all of the authority of members…
§
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapt…
§
Every corporation shall keep at its principal office in this state the original or a copy of its art…
§
Each corporation shall have a board of directors. Subject to the provisions of this part and any lim…
§
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meet…
§
(a) The board may, by resolution adopted by a majority of the number of directors then in office, pr…
§
(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson…
§
Subject to the provisions of subdivision (a) of Section 7141 and Section 7142, any note, mortgage, e…
§
The original or a copy in writing or in any other form capable of being converted into clearly legib…
§
(a) Except as provided in subdivision (d), (e), or (f), directors shall be elected for terms of not …
§
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a…
§
(a) Subject to subdivisions (b) and (f), any or all directors may be removed without cause if: (1) I…
§
(a) The superior court of the proper county may, at the suit of one of the parties specified in subd…
§
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the remo…
§
(a) If a corporation has an even number of directors who are equally divided and cannot agree as to …
§
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a dir…
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) Except as provided in Section 7233 or 7236, there is no monetary liability on the part of, and n…
§
(a) Section 7231 governs the duties of directors as to any acts or omissions in connection with the …
§
(a) No contract or other transaction between a corporation and one or more of its directors, or betw…
§
Interested or common directors may be counted in determining the presence of a quorum at a meeting o…
§
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or gua…
§
(a) Subject to the provisions of Section 7231, directors of a corporation who approve any of the fol…
§
(a) For purposes of this section, “agent” means a person who is or was a director, officer, employee…
§
Where a corporation holds assets in charitable trust, the conduct of its directors or of any person …
§
A corporation holding assets in charitable trust is subject at all times to examination by the Attor…
§
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may pro…
§
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration o…
§
No person may hold more than one membership, and no fractional memberships may be held, except as fo…
§
(a) A corporation may, but is not required to, issue membership certificates. Nothing in this sectio…
§
(a) A corporation may issue a new membership certificate or a new certificate for any security in th…
§
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any…
§
Subject to Section 7613: (a) Unless the articles or bylaws otherwise provide: (1) No member may tran…
§
A corporation may issue memberships having different rights, privileges, preferences, restrictions, …
§
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same r…
§
(a) A corporation may provide in its articles for one or more classes of memberships which are redee…
§
(a) A corporation may refer to persons associated with it as “members” even though such persons are …
§
(a) A member may resign from membership at any time, although the articles or bylaws may require rea…
§
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or su…
§
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obli…
§
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaw…
§
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trust…
§
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if …
§
Nothing in this part shall be construed as in derogation of any rights or remedies which any credito…
§
This chapter does not apply to any proceeding for winding up and dissolution of corporations under C…
§
(a) Except as provided in subdivision (b), no corporation shall make any distribution except upon di…
§
Neither a corporation nor any of its subsidiaries shall make a distribution if the corporation or th…
§
Neither a corporation nor any of its subsidiaries shall purchase or redeem a membership of the paren…
§
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membe…
§
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribut…
§
(a) Meetings of members may be held at a place within or without this state as may be stated in or f…
§
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of …
§
(a) One-third of the voting power, represented in person or by proxy, shall constitute a quorum at a…
§
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws, any action which ma…
§
(a) Any form of proxy or written ballot distributed to 10 or more members of a corporation with 100 …
§
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a…
§
Any action required or permitted to be taken by the members may be taken without a meeting, if all m…
§
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of…
§
(a) As to directors elected by members, there shall be available to the members reasonable nominatio…
§
A corporation with 500 or more members may provide that, except for directors who are elected as aut…
§
A corporation with 5,000 or more members may provide that, in any election of a director or director…
§
Where a corporation with 500 or more members publishes any material soliciting a vote for any nomine…
§
A corporation with 500 or more members may provide that upon written request by any nominee for elec…
§
(a) This section shall apply to corporations publishing or mailing materials on behalf of any nomine…
§
Without authorization of the board, no corporation funds may be expended to support a nominee for di…
§
An action challenging the validity of any election, appointment or removal of a director or director…
§
Except as provided in a corporation’s articles or bylaws or Section 7615, each member shall be entit…
§
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a da…
§
If a membership stands of record in the names of two or more persons, whether fiduciaries, members o…
§
(a) Any member may authorize another person or persons to act by proxy with respect to such membersh…
§
(a) In advance of any meeting of members, the board may appoint inspectors of election to act at the…
§
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled …
§
(a) Upon the filing of an action therefor by any director or member or by any person who had the rig…
§
(a) Subdivisions (c) through (f) notwithstanding, no motion to require a bond shall be granted in an…
§
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time…
§
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators,…
§
(a) Except as provided in this section or Section 7813, amendments may be adopted if approved by the…
§
An amendment must also be approved by the members (Section 5034) of a class, whether or not such cla…
§
(a) A mutual benefit corporation may amend its articles to change its status to that of a public ben…
§
(a) Except for amendments adopted by the incorporators pursuant to Section 7811, upon adoption of an…
§
In the case of amendments adopted by the incorporators under Section 7811, the corporation shall fil…
§
The certificate of amendment shall establish the wording of the amendment or amended articles by one…
§
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with th…
§
A corporation formed for a limited period may at any time subsequent to the expiration of the term o…
§
(a) A corporation may restate in a single certificate the entire text of its articles as amended by …
§
(a) Amendment of the articles of a corporation holding property in charitable trust, pursuant to thi…
§
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s p…
§
(a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, tran…
§
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have anne…
§
A corporation holding assets in charitable trust must give written notice to the Attorney General 20…
§
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to mutual be…
§
A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign b…
§
The board of each corporation that desires to merge shall approve an agreement of merger. The consti…
§
Each membership of the same class of any constituent corporation (other than the cancellation of mem…
§
The principal terms of the merger shall be approved by the members (Section 5034) of each class of e…
§
Each constituent corporation shall sign the agreement by the chairperson of its board, president or …
§
After approval of a merger by the board and any approval by the members (Section 5034) required by S…
§
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by th…
§
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of th…
§
A copy of an agreement of merger certified on or after the effective date by an official having cust…
§
(a) Subject to the provisions of Section 8010, the merger of any number of corporations with any num…
§
If an agreement of merger is entered into between a nonprofit corporation and a business corporation…
§
(a) Subject to the provisions of Section 8010, any one or more corporations may merge with one or mo…
§
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the …
§
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other busin…
§
Whenever a domestic or foreign or foreign business corporation or other business entity (Section 506…
§
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, su…
§
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United …
§
(a) Every corporation shall, within 90 days after the filing of its original articles and biennially…
§
(a) An agent designated for service of process pursuant to Section 8210 may deliver to the Secretary…
§
If a natural person who has been designated agent for service of process pursuant to Section 8210 di…
§
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in t…
§
Any officers, directors, employees or agents of a corporation who do any of the following are liable…
§
(a) The Attorney General, upon complaint of a member, director or officer, that a corporation is fai…
§
(a) No corporation formed under this part for the sole purpose of operating a single ridesharing van…
§
If any record subject to inspection pursuant to this chapter is not maintained in written form, a re…
§
Any inspection under this chapter may be made in person or by agent or attorney and the right of ins…
§
Any right of inspection created by this chapter extends to the records of each subsidiary of a corpo…
§
The rights of members provided in this chapter may not be limited by contract or the articles or byl…
§
(a) Each corporation shall keep: (1) Adequate and correct books and records of account: (2) Minutes …
§
(a) A corporation shall notify each member yearly of the member’s right to receive a financial repor…
§
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annuall…
§
(a) The superior court of the proper county shall enforce the duty of making and mailing or deliveri…
§
(a) Nothing in this part relieves a corporation from the requirements of Article 7 (commencing with …
§
For a period of 60 days following the conclusion of an annual, regular, or special meeting of member…
§
(a) Subject to Sections 8331 and 8332, and unless the corporation provides a reasonable alternative …
§
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership…
§
(a) Upon petition of the corporation or any member, the superior court of the proper county may limi…
§
The accounting books and records and minutes of proceedings of the members and the board and committ…
§
Every director shall have the absolute right at any reasonable time to inspect and copy all books, r…
§
Where the proper purpose of the person or persons making a demand pursuant to Section 8330 is frustr…
§
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant t…
§
In any action or proceeding under this article, and except as required by Section 8331, if the court…
§
(a) A membership list is a corporate asset. Without consent of the board a membership list or any pa…
§
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700)…
§
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds speci…
§
(a) The Attorney General may bring an action against any corporation or purported corporation in the…
§
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the …
§
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, …
§
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor…
§
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is e…
§
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court incl…
§
(a) All creditors and claimants may be barred from participation in any distribution of the general …
§
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant t…
§
Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a cou…
§
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of a…
§
(a) Notwithstanding any other provision of this division, when a corporation has not issued any memb…
§
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that electio…
§
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets:…
§
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolutio…
§
If a corporation is in the process of voluntary winding up, the superior court of the proper county,…
§
(a) When a corporation has been completely wound up without court proceedings therefor, a majority o…
§
Except as otherwise provided by law, if the term of existence for which any corporation was organize…
§
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of …
§
(a) A corporation in the process of voluntary winding up may dispose of the known claims against it …
§
The powers and duties of the directors (or other persons appointed by the court pursuant to Section …
§
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Sectio…
§
When the identity of the directors or their right to hold office is in doubt, or if they are dead or…
§
(a) After determining that all the known debts and liabilities of a corporation in the process of wi…
§
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has…
§
After complying with the provisions of Section 8713, assets held by a corporation upon a valid condi…
§
After complying with the provisions of Section 8713: (a) Except as provided in Section 8715 those as…
§
After complying with the provisions of Section 8713 and except as otherwise provided in Sections 871…
§
Subject to the provisions of any trust under which assets to be distributed are held, distribution m…
§
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a …
§
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their paymen…
§
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, ot…
§
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up i…
§
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissol…
§
Without the approval of 100 percent of the members, any contrary provision in this part or the artic…
§
(a) Upon the failure of a corporation to file the statement required by Section 8210, the Secretary …
§
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents t…
§
Any director of any corporation who concurs in any vote or act of the directors of the corporation o…
§
(a) Every director or officer of any corporation is guilty of a crime if such director or officer kn…
§
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possessi…
§
Every director, officer or agent of any corporation, or any person proposing to organize such a corp…
§
Every person who, without being authorized so to do, subscribes the name of another to or inserts th…
§
Nothing in this chapter limits the power of the state to punish any person for any conduct which con…
§
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with S…
§
This part shall be known and may be cited as the Nonprofit Religious Corporation Law.
§
Subject to any other provision of law of this state applying to the particular class of corporation …
§
(a) One or more persons may form a corporation under this part by executing and filing articles of i…
§
(a) In the case of an existing unincorporated association, the association may change its status to …
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “t…
§
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name …
§
The articles of incorporation may set forth a further statement limiting the purposes or powers of t…
§
(a) The articles of incorporation may set forth any or all of the following provisions, which shall …
§
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a cor…
§
If initial directors have not been named in the articles, the incorporator or incorporators, until t…
§
Subject to any limitations contained in the articles or bylaws and to compliance with other provisio…
§
Subject to Section 9142: (a) No limitation upon the activities, purposes, or powers of the corporati…
§
(a) Notwithstanding Section 9141, any of the following may bring an action to enjoin, correct, obtai…
§
(a) Notwithstanding any other provision of this part to the contrary, when property, received by a c…
§
(a) “Bylaws,” as used in this part means the code or codes of rules used, adopted, or recognized for…
§
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it…
§
Any corporation may provide in its bylaws for delegates having some or all of the authority of membe…
§
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapt…
§
Every corporation shall keep at its principal office in this state the original or a copy of its art…
§
Subject to the provisions of this part and any provision in the articles or bylaws: (a) Each corpora…
§
(a) Unless otherwise provided in the articles or in the bylaws, all of the following apply: (1) Meet…
§
(a) Subject to any provision in the articles or bylaws: (i) the board may, by resolution adopted by …
§
(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson…
§
Subject to the provisions of subdivision (a) of Section 9141 and Section 9142, any note, mortgage, e…
§
The original or a copy in writing or in any other form capable of being converted into clearly legib…
§
(a) The articles or bylaws may provide for the tenure, election, selection, designation, removal, an…
§
(a) The board may declare vacant the office of a director who has been declared of unsound mind by a…
§
(a) Except as provided in the articles or bylaws and subject to subdivision (b) of this section, any…
§
(a) The superior court of the proper county may, at the suit of a director, or twice the authorized …
§
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the remo…
§
No director may resign where the corporation would then be left without a duly elected director or d…
§
(a) Except as the Attorney General is empowered to act in the enforcement of the criminal laws of th…
§
(a) Any duties and liabilities set forth in this article shall apply without regard to whether a dir…
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) Section 9241 governs the duties of directors as to any acts or omissions in connection with the …
§
(a) Except as provided in subdivision (b), for the purpose of this section, a self-dealing transacti…
§
(a) No contract or other transaction between a corporation and any domestic or foreign corporation, …
§
(a) Subject to the provisions of Section 9241, directors of a corporation who approve any of the fol…
§
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, em…
§
(a) There shall be no personal liability for monetary damages to a third party on the part of a volu…
§
(a) In investing, reinvesting, purchasing, acquiring, exchanging, selling, and managing a corporatio…
§
Nothing in Section 9250 shall abrogate or restrict the power of a court in proper cases to direct or…
§
Notwithstanding any other law, every corporation, during any period or periods that corporation is d…
§
(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may pro…
§
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration o…
§
No person may hold more than one membership, and no fractional memberships may be held, provided, ho…
§
Except as provided in its articles or bylaws, a corporation may admit any person to membership.
§
Subject to Section 9417: (a) No member may transfer for value a membership or any right arising ther…
§
A corporation may issue memberships having different rights, privileges, preferences, restrictions, …
§
Except as provided in or authorized by the articles or bylaws, all memberships shall have the same r…
§
(a) A corporation may refer to persons associated with it as “members” even though such persons are …
§
(a) A member may resign from membership at any time. (b) This section shall not relieve the resignin…
§
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obli…
§
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaw…
§
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if …
§
Nothing in this part shall be construed as in derogation of any rights or remedies which any credito…
§
(a) In the absence of a contrary provision in the articles or bylaws, the provisions of this chapter…
§
(a) Subject to the provisions of this chapter, regular and special meetings of members shall be call…
§
(a) One-third of the voting power, represented in person, by written ballot, or by proxy, shall cons…
§
(a) Any action which may be taken at any regular or special meeting of members may be taken without …
§
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a…
§
(a) If the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled …
§
(a) Any member may authorize another person or persons to act by proxy with respect to such membersh…
§
(a) Upon the filing of an action therefor by any director or member, or by any person who had the ri…
§
In the absence of fraud, any election, appointment or removal of a director is conclusively presumed…
§
Any action required or permitted to be taken by the members may be taken without a meeting, if all m…
§
(a) If the name signed on a ballot, consent, waiver, or proxy appointment corresponds to the name of…
§
(a) Each corporation shall keep: (1) Adequate and correct books and records of account. (2) Minutes …
§
Except as otherwise provided in the articles or bylaws, a member may inspect and copy the record of …
§
Except as otherwise provided in the articles or bylaws, the accounting books and records and minutes…
§
Every director shall have the right at any reasonable time to inspect and copy all books, records an…
§
(a) Upon refusal of a lawful demand for inspection under this chapter, the superior court of the pro…
§
(a) The provisions of Chapter 4 (commencing with Section 5410) of Part 2 apply to religious corporat…
§
(a) The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporat…
§
(a) A religious corporation may amend its articles to change its status to that of (1), a public ben…
§
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s p…
§
(a) Subject to the provisions of Section 9142, a corporation may sell, lease, convey, exchange, tran…
§
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have anne…
§
A corporation must give written notice to the Attorney General 20 days before it sells, leases, conv…
§
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious…
§
(a) The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corpora…
§
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United …
§
(a) The provisions of Chapter 12 (commencing with Section 6210) of Part 2 apply to religious corpora…
§
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700)…
§
(a) Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply…
§
(a) Notwithstanding any other provision of this division, when a corporation has not issued any memb…
§
The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporation…
§
As used in Sections 9910 to 9927 of this part: (a) “New public benefit, mutual benefit and religious…
§
(a) The new public benefit corporation law applies to all corporations which are incorporated on or …
§
(a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some othe…
§
(a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relatin…
§
Section 5140 of the new public benefit corporation law applies to subject corporations governed by t…
§
(a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subj…
§
Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corpora…
§
Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit pub…
§
Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 gove…
§
Section 7313 of the new mutual benefit corporation law relating to membership certificates applies t…
§
(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Sectio…
§
Section 5710 of the new public benefit corporation law applies to actions commenced on or after Janu…
§
Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public be…
§
Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public b…
§
Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public b…
§
When any corporate agent for service of process has been designated prior to January 1, 1980, and su…
§
Any subject corporation that existed on the first day of January, 1873, and was formed under the law…
§
If the corporate rights, privileges and powers of a corporation have been suspended and are still su…
§
(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other…
§
The provisions of this part apply to all corporations sole organized either before or after March 30…
§
Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may e…
§
A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or ot…
§
The articles of incorporation shall state: (a) The name of the corporation. (b) That the officer for…
§
The articles of incorporation may state any desired provision for the regulation of the affairs of t…
§
The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other pre…
§
Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matter…
§
Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding…
§
Any judge of the superior court in the county in which a corporation sole has its principal office s…
§
The chief officer of a corporation sole may at any time amend the articles of incorporation of the c…
§
A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretar…
§
The declaration of dissolution shall set forth all of the following: (a) The name and entity number …
§
The declaration shall be submitted to the Secretary of State for filing in his office. If it conform…
§
After the debts and obligations of the corporation are paid or adequately provided for, any assets r…
§
Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 i…
§
(a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (comme…
§
(a) “Educational institution,” as used in this section, means any nonprofit corporation organized un…
§
Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benef…
§
Every such corporation may take by gift, purchase, devise, or bequest, any property, real or persona…
§
Any such corporation, or humane officer thereof, may proffer a complaint against any person, before …
§
All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corpo…
§
This part applies to all corporations for the prevention of cruelty to animals, whether formed prior…
§
As used in this part, “public agency” includes every port district, river port district, municipal p…
§
Every public agency owning or operating any port or marine terminal and every public agency organize…
§
For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General C…
§
If, when, and during such times as public agencies or individuals duly authorized to represent them …
§
A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commenc…
§
Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of…
§
The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after …
§
(a) “Health care service plan,” as used in this section means a corporation which is a health care s…
§
Notwithstanding any other provision of this division, as to a health care service plan which is form…
§
A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division f…
§
The provisions of this article apply to corporations formed on or after January 1, 1980, under Part …
§
(a) “Hospital service plan,” as used in this section means a corporation which is a nonprofit hospit…
§
Notwithstanding any other provision of this division, as to a hospital service plan which is formed …
§
Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on De…
§
This part shall be known as the Cooperative Corporation Law. This part is intended primarily to appl…
§
Subject to any other provision of law of this state applying to the particular class of corporation …
§
(a) Notwithstanding Section 12201, the net earnings and losses of a worker cooperative shall be appo…
§
(a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with S…
§
Unless the provisions or the context otherwise requires, the definitions set forth in this part gove…
§
A corporation may be sued as provided in the Code of Civil Procedure.
§
Any corporation shall, as a condition of its existence as a corporation, be subject to the provision…
§
The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescr…
§
Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may b…
§
(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it…
§
The Secretary of State may cancel the filing of articles if a check or other remittance accepted in …
§
(a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable fil…
§
Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage…
§
If the articles provide for more than one vote for any member on any matter, the references in Secti…
§
All references in this part to financial statements of a corporation mean statements prepared in con…
§
As used in this part, “independent accountant” means a certified public accountant or public account…
§
Any reference in this part to the time a notice is given or sent means, unless otherwise expressly p…
§
A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly se…
§
(a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with…
§
“Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article …
§
“Approved by (or approval of) the board” means approved or ratified by the vote of the board or by t…
§
“Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or w…
§
“Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a m…
§
“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated ar…
§
“Bylaws” includes amendments thereto and amended bylaws.
§
“Board” means the board of directors of the corporation.
§
“Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
§
“Capital account cooperative” is a worker cooperative in which the entire net book value is reflecte…
§
For the purposes of this part, all references to “chairperson of the board,” other than in Section 1…
§
“Chapter” refers to a chapter of this part unless otherwise expressly stated.
§
“Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a d…
§
“Collective board worker cooperative” means a worker cooperative in which there is only one class of…
§
“Constituent corporation” means a corporation which is merged with one or more other corporations an…
§
“Corporation” as used in this part means a corporation which is organized under, or subject to this …
§
“Directors” means natural persons, designated in the articles or bylaws or elected by the incorporat…
§
“Disappearing corporation” means a constituent corporation which is not the surviving corporation.
§
“Distribution” means the distribution of any gains, profits or dividends to any member as such, but …
§
“Domestic corporation” means a corporation formed under the laws of this state.
§
“Foreign corporation” means a foreign corporation as defined in Section 171.
§
(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or b…
§
A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and th…
§
“Membership certificate,” as used in this part, means a document evidencing a proprietary interest i…
§
“Officers’ certificate” means a certificate signed and verified by the chair of the board, the presi…
§
“On the certificate,” as used in this part means that a statement appears on the face of a certifica…
§
“Other business entity” means a domestic or foreign limited liability company, limited partnership, …
§
“Parent party” means the corporation in control of any constituent domestic or foreign corporation o…
§
(a) (1) If the corporation is organized to provide goods or services to its members, the corporation…
§
“Patronage distribution” means any transfer made to a patron of the corporation the amount of which …
§
“Person,” unless otherwise expressly provided, includes any association, company, domestic or foreig…
§
“Preferred memberships” means memberships that have a preference over any other memberships with res…
§
“Proper county” means the county where the corporation’s principal office in this state is located o…
§
“Series” of memberships means memberships within a class of memberships that have the same rights, p…
§
“Shareholder” shall have the same meaning as “member” as defined in Section 12238.
§
“Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12…
§
“Surviving corporation” means a corporation into which one or more other corporations are merged.
§
“Vacancy” when used with respect to the board means any authorized position of director which is not…
§
“Verified” means that the statements contained in a certificate or other document are declared to be…
§
“Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b)…
§
(a) “Voting power” means the power to vote for the election of directors at the time any determinati…
§
“Worker cooperative” or “employment cooperative” means a corporation formed under this part that inc…
§
“Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as aut…
§
“Written ballot” does not include a ballot distributed at a special or regular meeting of members.
§
A central organization is a corporation whose membership is composed, in whole or in part, of other …
§
(a) One or more persons may form a corporation under this part by executing and filing articles of i…
§
(a) In the case of an existing unincorporated association, the association may change its status to …
§
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “t…
§
The Secretary of State shall not file articles for a corporation the name of which would fall within…
§
The articles of incorporation of a corporation formed under this part shall set forth: (a) The name …
§
(a) A corporation organized under this part may elect to be governed as a worker cooperative by maki…
§
(a) The names of all corporations formed under this part shall include “cooperative.” No corporation…
§
The articles of incorporation may set forth a further statement limiting the purposes or powers of t…
§
(a) The articles of incorporation may set forth any or all of the following provisions, which shall …
§
The articles of incorporation of a central organization, as defined in Section 12256, organized unde…
§
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a cor…
§
If initial directors have not been named in the articles of incorporation, the incorporators may do …
§
(a) A worker cooperative may, in its articles or bylaws, establish itself as a capital account coope…
§
Subject to any limitations contained in the articles or bylaws and to compliance with other provisio…
§
(a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of …
§
(a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws…
§
(a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it…
§
A corporation may provide in its bylaws for delegates having some or all of the authority of members…
§
A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapt…
§
Every corporation shall keep at its principal office in this state the original or a copy of its art…
§
Each corporation shall have a board of directors. Subject to the provisions of this part and any lim…
§
(a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be cal…
§
(a) The board may, by resolution adopted by a majority of the number of directors then in office, pr…
§
(a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson…
§
Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indeb…
§
The original or a copy in writing or in any other form capable of being converted into clearly legib…
§
(a) Except as provided in subdivision (d), directors shall be elected for terms of not longer than f…
§
The board may declare vacant the office of a director whose eligibility for election as a director h…
§
(a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if o…
§
The superior court of the proper county may, at the suit of a director, or members possessing 5 perc…
§
(a) Unless otherwise provided in the articles or bylaws and except for a vacancy created by the remo…
§
Any duties and liabilities set forth in this article shall apply without regard to whether a directo…
§
(a) A director shall perform the duties of a director, including duties as a member of any committee…
§
(a) Section 12371 governs the duties of directors as to any acts or omissions in connection with the…
§
(a) No contract or other transaction between a corporation and one or more of its directors, or betw…
§
Interested or common directors may be counted in determining the presence of a quorum at a meeting o…
§
(a) Unless prohibited by the articles or bylaws, a corporation may loan money or property to, or gua…
§
(a) Subject to the provisions of Section 12371, directors of a corporation who approve any of the fo…
§
(a) For the purposes of this section, “agent” means any person who is or was a director, officer, em…
§
Subject to the articles or bylaws, memberships may be issued by a corporation for no consideration o…
§
(a) A corporation may issue, but is not required to issue, membership certificates. In the event tha…
§
(a) A corporation may issue a new membership certificate in the place of any certificate theretofore…
§
(a) Except as provided in subdivision (b), or in its articles or bylaws, a corporation may admit any…
§
Except as permitted in Sections 12314 and 12404.5, the voting power of members having voting rights …
§
(a) The worker-members of a worker cooperative shall have voting power as provided in subdivision (a…
§
There shall be no voting by proxy.
§
(a) Unless the articles or bylaws otherwise provide: (1) No member may transfer a membership or any …
§
(a) Except as provided in subdivision (b), a corporation may issue memberships having different righ…
§
Except as provided in the articles or bylaws, all memberships shall have the same rights, privileges…
§
(a) Unless the corporation’s articles or bylaws so provide, memberships are not redeemable. A corpor…
§
(a) A member may resign from membership at any time, although the articles or bylaws may require rea…
§
(a) No member may be expelled or suspended, and no membership or memberships may be terminated or su…
§
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obli…
§
A corporation may levy dues, assessments, or fees upon its members pursuant to its articles or bylaw…
§
A person holding a membership as pledgee or a membership as executor, administrator, guardian, trust…
§
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if …
§
Nothing in this part shall be construed as in derogation of any rights or remedies which any credito…
§
The articles or bylaws shall prescribe: (a) The manner of determining each member’s share of the cap…
§
(a) Subject to subdivision (b), Chapter 7 (commencing with Section 1500) of Title 10 of Part 3 of th…
§
This chapter does not apply to any proceeding for winding up and dissolution of corporations under C…
§
Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contribu…
§
A corporation may, subject to meeting the requirements of Section 12453 and any additional restricti…
§
Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a pa…
§
Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membe…
§
(a) A worker cooperative may create an indivisible reserves account that shall not be distributed to…
§
(a) Any person who with knowledge of facts indicating the impropriety thereof receives any distribut…
§
(a) Meetings of members may be held at a place within or without this state that is stated in or fix…
§
Notwithstanding Section 12460, a collective board worker cooperative shall not be required to hold a…
§
(a) Whenever members are required or permitted to take any action at a meeting, a written notice of …
§
(a) The lesser of 250 members or members representing 5 percent of the voting power, shall constitut…
§
(a) Subject to subdivision (e), and unless prohibited in the articles or bylaws any action which may…
§
(a) Any form of written ballot distributed to 10 or more members of a corporation with 100 or more m…
§
(a) If for any reason it is impractical or unduly difficult for any corporation to call or conduct a…
§
(a) If the name signed on a ballot, consent or waiver corresponds to the name of a member, the corpo…
§
As to directors elected by members, there shall be available to the members reasonable nomination an…
§
Where a corporation distributes any material soliciting a vote for any nominee for director in any p…
§
Upon written request by any nominee for election to the board and the payment of the reasonable cost…
§
(a) Except as provided in subdivision (c), no corporation may decline to publish or mail material, o…
§
Without authorization of the board, no corporation funds may be expended to support a nominee for di…
§
An action challenging the validity of any election, appointment or removal of a director or director…
§
Except as provided in Sections 12314 and 12484, each member entitled to vote shall be entitled to on…
§
(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a da…
§
Unless otherwise provided in the articles or bylaws, if a membership stands of record in the names o…
§
(a) In advance of any meeting of members the board may appoint inspectors of election to act at the …
§
(a) Except in the case of a central organization, cumulative voting shall not be permitted. In the c…
§
(a) Upon the filing of an action therefor by any director or member or by any person who had the rig…
§
(a) Subdivisions (c) through (f) notwithstanding, no motion to require security shall be granted in …
§
(a) By complying with the provisions of this chapter, a corporation may amend its articles from time…
§
Any amendment of the articles may be adopted by a writing signed by a majority of the incorporators …
§
(a) Except as provided in this section or Section 12503, amendments may be adopted if approved by th…
§
(a) An amendment shall also be approved by the members (Section 12224) of a class, whether or not th…
§
(a) A corporation may amend its articles to change its status to that of a nonprofit public benefit …
§
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shal…
§
In the case of amendments adopted by the incorporators under Section 12501, the corporation shall fi…
§
The certificate of amendment shall establish the wording of the amendment or amended articles by one…
§
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with th…
§
A corporation formed for a limited period may at any time subject to the expiration of the term of i…
§
(a) A corporation may restate in a single certificate the entire text of its articles as amended by …
§
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s p…
§
(a) A corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substan…
§
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have anne…
§
Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, …
§
Notwithstanding Section 12530, a worker cooperative that has not revoked its election to be governed…
§
The board of each corporation that desires to merge shall approve an agreement of merger. The consti…
§
Each membership of the same class of any constituent corporation (other than the cancellation of mem…
§
(a) The principal terms of the merger shall be approved by the members (Section 12224) of each class…
§
Each constituent corporation shall sign the agreement by the chairperson of its board, president or …
§
After approval of a merger by the board and any approval by the members under Section 12533, the sur…
§
(a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by th…
§
The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of th…
§
A copy of an agreement of merger certified on or after the effective date by an official having cust…
§
(a) Subject to the provisions of Section 12530, the merger of any number of corporations with any nu…
§
If an agreement of merger is entered into between a cooperative corporation and one or more business…
§
(a) Any one or more corporations may merge with one or more other business entities (Section 12242.5…
§
(a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the …
§
(a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other busin…
§
Whenever a domestic or foreign corporation or other business entity (Section 12242.5) having any rea…
§
Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, su…
§
Any proceeding, initiated with respect to a corporation, under any applicable statute of the United …
§
(a) Every corporation shall, within 90 days after the filing of its original articles and annually t…
§
(a) An agent designated for service of process pursuant to Section 12570 may deliver to the Secretar…
§
If a natural person who has been designated agent for service of process pursuant to Section 12570 d…
§
Upon request of an assessor, a corporation owning, claiming, possessing or controlling property in t…
§
Any officers, directors, employees or agents of a corporation who do any of the following are liable…
§
The Attorney General, upon complaint of a member, director, or officer, that a corporation is failin…
§
If any record subject to inspection pursuant to this chapter is not maintained in written form, a re…
§
Any inspection under this chapter may be made in person or by agent or attorney and the right of ins…
§
Any right of inspection created by this chapter extends to the records of each subsidiary of a corpo…
§
The rights of members provided in this chapter may not be limited by contract or the articles or byl…
§
(a) Each corporation shall keep: (1) Adequate and correct books and records of account; (2) Minutes …
§
(a) A corporation shall notify each member yearly of the member’s right to receive a financial repor…
§
(a) Any provision of the articles or bylaws notwithstanding, every corporation shall furnish annuall…
§
(a) The superior court of the proper county shall enforce the duty of making and mailing or deliveri…
§
For a period of 60 days following the conclusion of an annual, regular, or special meeting of member…
§
(a) Subject to Sections 12601 and 12602 and unless the corporation provides a reasonable alternative…
§
(a) Where the corporation, in good faith, and with a substantial basis, believes that the membership…
§
(a) Upon petition of the corporation or any member, the superior court of the proper county may limi…
§
The accounting books and records and minutes of proceedings of the members and the board and committ…
§
Every director shall have the absolute right at any reasonable time to inspect and copy all books, r…
§
Where the proper purpose of the person or persons making a demand pursuant to Section 12600 is frust…
§
(a) Upon refusal of a lawful demand for inspection under this chapter, or a lawful demand pursuant t…
§
In any action or proceeding under this article, and except as required by Section 12601, if the cour…
§
(a) A membership list is a corporate asset. Without consent of the board a membership list or any pa…
§
Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700)…
§
(a) A complaint for involuntary dissolution of a corporation on any one or more of the grounds speci…
§
(a) The Attorney General may bring an action against any corporation or purported corporation in the…
§
If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the …
§
If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, …
§
After hearing the court may decree a winding up and dissolution of the corporation if cause therefor…
§
(a) Involuntary proceedings for winding up a corporation commence when the order for winding up is e…
§
When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court incl…
§
(a) All creditors and claimants may be barred from participation in any distribution of the general …
§
(a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant t…
§
Whenever a corporation is dissolved or its existence forfeited by order, decree, or judgment of a co…
§
(a) Any corporation may elect voluntarily to wind up and dissolve (1) by approval of a majority of a…
§
(a) Whenever a corporation has elected to wind up and dissolve a certificate evidencing that electio…
§
(a) A voluntary election to wind up and dissolve may be revoked prior to distribution of any assets:…
§
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolutio…
§
If a corporation is in the process of voluntary winding up, the superior court of the proper county,…
§
(a) When a corporation has been completely wound up without court proceedings therefor, a majority o…
§
Except as otherwise provided by law, if the term of existence for which any corporation was organize…
§
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of …
§
(a) A corporation in the process of winding up may dispose of the known claims against it by followi…
§
The powers and duties of the directors (or other persons appointed by the court pursuant to Section …
§
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Sectio…
§
When the identity of the directors or their right to hold office is in doubt, or if they are dead or…
§
(a) After determining that all the known debts and liabilities of a corporation in the process of wi…
§
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has…
§
After complying with the provisions of Section 12653 assets held by a corporation upon a valid condi…
§
After complying with the provisions of Section 12653 and except as otherwise provided in Section 126…
§
(a) After complying with the provisions of Section 12653, and except as otherwise provided in Sectio…
§
Distribution may be made either in money or in property or securities and either in installments fro…
§
(a) If a corporation in process of winding up has more than one class of memberships outstanding, a …
§
(a) If any members, creditors, or other persons are unknown or fail or refuse to accept their paymen…
§
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, ot…
§
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up i…
§
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissol…
§
Without the approval of 100 percent of the members, any contrary provision in this part or the artic…
§
(a) Upon the failure of a corporation to file the statement required by Section 12570, the Secretary…
§
Any promoter, director, or officer of a corporation who knowingly and willfully issues or consents t…
§
Any director of any corporation who concurs in any vote or act of the directors of the corporation o…
§
(a) Every director or officer of any corporation is guilty of a crime if such director or officer kn…
§
(a) Every director, officer or agent of any corporation, who knowingly receives or acquires possessi…
§
Every director, officer or agent of any corporation, or any person proposing to organize such a corp…
§
Every person who, without being authorized so to do, subscribes the name of another to or inserts th…
§
Nothing in this chapter limits the power of the state to punish any person for any conduct which con…
§
Any person may be enjoined from violating the provisions of Section 12311. Any corporation may be en…
§
Any person violating Section 12311, and any corporation carrying on business outside the purpose for…
§
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with S…
§
As used in Sections 12690 to 12704, inclusive, of this part: (a) “New law” means Part 2 (commencing …
§
(a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, …
§
(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles o…
§
Section 12320 of the new law shall apply to subject corporations, but any statement in the articles …
§
Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasur…
§
Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, w…
§
(a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Secti…
§
Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with resp…
§
Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new …
§
Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new…
§
Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new…
§
When any corporate agent has been designated for service of process prior to January 1, 1984, and su…
§
Any subject corporation that existed on the first day of January 1873, was formed under the laws of …
§
If the corporate rights, privileges, and powers of a subject corporation have been suspended and are…
§
This part shall be known as “the Fish Marketing Act.”
§
This part is enacted in order to promote, foster, and encourage the intelligent and orderly marketin…
§
As used in this part: (a) “Fishery products” includes fish, crustaceans, mollusks, and marine produc…
§
Associations shall be deemed “nonprofit,” inasmuch as they are not organized to make profit for them…
§
The provisions of the General Corporation Law and all powers and rights thereunder, apply to associa…
§
No association is subject in any manner to the terms of the Corporate Securities Law and all associa…
§
An association shall be deemed not to be a conspiracy nor a combination in restraint of trade nor an…
§
Any provisions of law which are in conflict with this part shall not be construed as applying to ass…
§
Any two or more associations may be merged into one such constituent association or consolidated int…
§
Five or more persons, a majority of whom are residents of this State, engaged in the production of f…
§
Articles of incorporation shall be signed, acknowledged, and filed in the manner prescribed by the G…
§
The articles of incorporation shall state: (a) The name of the association. (b) The purposes for whi…
§
If the association is organized with shares of stock, the articles shall state the number of shares …
§
If the shares are to be classified, the articles shall contain a description of the classes of share…
§
If the association is organized without shares of stock, the articles shall state whether the voting…
§
The articles of incorporation of any association may be altered or amended in the manner and for the…
§
Each association shall within 30 days after its incorporation, adopt for its government and manageme…
§
The by-laws shall prohibit the transfer of the common stock or membership certificates of the associ…
§
The by-laws may provide: (a) The number of members constituting a quorum. (b) The right of members t…
§
The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the m…
§
The by-laws may provide: (a) The number and qualification of members of the association and the cond…
§
The by-laws may provide for the time, place, and manner of calling and conducting meetings of the as…
§
The by-laws may provide that the territory in which the association has members shall be divided int…
§
The by-laws may provide that the territory in which the association has members shall be divided int…
§
The by-laws may provide that primary elections shall be held to nominate directors. Where the by-law…
§
The by-laws may provide that one or more directors may be nominated by any public official or commis…
§
The by-laws may provide that directors shall be elected for terms of from one to five years; provide…
§
The by-laws may provide for an executive committee and may allot to such committee all the functions…
§
The affairs of the association shall be managed by a board of not less than three directors, elected…
§
Meetings of the board of directors may be held at any place within or without the State fixed by a q…
§
When a vacancy on the board of directors occurs other than by expiration of term, the remaining memb…
§
The directors shall elect from their number a president and one or more vice presidents. They shall …
§
An association may provide a fair remuneration for the time actually spent by its officers and direc…
§
Any member may bring charges against an officer or director by filing them in writing with the secre…
§
Except as provided in Section 13293, the removal shall be voted upon at the next regular or special …
§
The director or officer, against whom such charges have been brought, shall be informed in writing o…
§
If the by-laws provide for election of directors by districts with primary elections in each distric…
§
(a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, o…
§
When a member of an association established without shares of stock has paid his membership fee in f…
§
No member shall be liable for the debts of the association to an amount exceeding the sum remaining …
§
Meetings of members shall be held at the place as provided in the by-laws; and if no provision is ma…
§
In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty,…
§
No association shall issue a certificate for stock to a member until it has been fully paid for. The…
§
One class of stock shall always be known as common stock and voting power may be restricted to holde…
§
There shall be printed upon each common stock certificate a statement that the transfer thereof to a…
§
Except as to the matters and things stated in the articles of incorporation no distinction shall exi…
§
If an association issues nonpar value stock the issuance of such stock shall be governed by the term…
§
An association may, at any time, as specified in the by-laws, except when the debts of the associati…
§
Whenever an association, organized with preferred shares of stock, purchases the stock or any proper…
§
An association may: Engage in any activity in connection with the marketing, selling, preserving, ha…
§
An association may borrow without limitation as to amount of corporate indebtedness or liability and…
§
An association may act as the agent or representative of any member or members in any of the two nex…
§
An association may establish reserves and invest the funds thereof in bonds or in such other propert…
§
An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in…
§
An association may buy, hold and exercise all privileges or ownership, over such real or personal pr…
§
An association may levy assessments in the manner and in the amount provided in its by-laws.
§
An association may do each and every thing necessary, suitable or proper for the accomplishment of a…
§
An association may use or employ any of its facilities for any purpose; provided, the proceeds arisi…
§
An association may organize, form, operate, own, control, have an interest in, own stock of, or be a…
§
Any association may, upon resolution adopted by its board of directors, enter into all necessary and…
§
An association and its members may make and execute marketing contracts, requiring the members to se…
§
If the members contract a sale to the association, it shall be conclusively held that title to the p…
§
The contract may provide that the association may sell or resell the fishery products delivered by i…
§
The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the…
§
In the event of any such breach or threatened breach of such marketing contract by a member the asso…
§
In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or l…
§
A contract entered into by a member of an association, providing for the delivery to such associatio…
§
This part shall be known and may be cited as the “Moscone-Knox Professional Corporation Act.”
§
As used in this part: (a) “Professional services” means any type of professional services that may b…
§
As used in this part, “professional services” also means any type of professional services that may …
§
Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licen…
§
(a) This part shall not apply to any corporation now in existence or hereafter organized which may l…
§
The provisions of the General Corporation Law shall apply to professional corporations, except where…
§
A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Sect…
§
(a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate b…
§
(a) Subject to the provisions of Section 13404, a professional corporation may lawfully render profe…
§
(a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporat…
§
Shares in a professional corporation or a foreign professional corporation qualified to render profe…
§
The following shall be grounds for the suspension or revocation of the certificate of registration o…
§
A professional corporation shall not be formed so as to cause any violation of law, or any applicabl…
§
(a) Subject to Section 201, a professional corporation may adopt any name permitted by a law express…
§
(a) A professional corporation or a foreign professional corporation qualified to render professiona…
§
This chapter shall be known and may be cited as the California Small Business Financial Development …
§
(a) It is the intent of the Legislature in enacting this chapter to promote the economic development…
§
If any provision of this chapter or the application thereof to any person or circumstances is held i…
§
Unless the context otherwise requires, the definitions in this section shall govern the construction…
§
(a) The program manager shall do all of the following: (1) Administer this chapter. (2) Make recomme…
§
(a) The California Small Business Board is hereby continued and created as an advisory board to the …
§
The bank board shall approve new corporations recommended by the program manager, based on an examin…
§
Upon approval by the bank board to become a corporation, an entity shall adopt or amend its articles…
§
If the bank board concurs with the findings of the program manager pursuant to Section 14004, the ba…
§
(a) The corporation’s existence as a small business financial development corporation begins upon th…
§
(a) Each corporation shall have provisions establishing a grievance procedure for employees, clients…
§
The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of…
§
For six months following the establishment of a corporation, commencing upon filing of the articles …
§
The corporate powers of a corporation shall be exercised by its board of directors.
§
The bank shall enter into a contract with each corporation that shall require that: (a) A person may…
§
If any director ceases to meet the qualifications established in Section 14014, he or she shall imme…
§
If any vacancy occurs in the elective membership of the board of directors through death, resignatio…
§
The bank board shall direct the program manager to establish new small business financial developmen…
§
Every corporation shall provide for, and maintain a central staff to perform, all administrative req…
§
Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall …
§
A corporation shall report to the program manager, or his or her designated representative, all stat…
§
A corporation shall make a report to the program manager, as required by Chapter 6 (commencing with …
§
It shall be unlawful for a member of the bank board or for the executive director, program manager, …
§
It shall be unlawful for a member of the bank board or for the executive director, program manager, …
§
Violation of any provision of this article shall constitute a felony.
§
The Legislature finds and declares that the formation of employee-owned businesses and the participa…
§
(a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or…
§
For purposes of this chapter, “public water system” shall have the same meaning as provided in Secti…
§
A corporation, including a nonprofit corporation organized for or engaged in the business of develop…
§
(a) No later than December 31, 2012, each mutual water company that operates a public water system s…
§
Each board member of a mutual water company that operates a public water system shall comply with th…
§
(a) All construction on public water systems operated by a mutual water company shall be designed an…
§
Whenever the owner of real property to which water stock by the terms of the certificate thereof is …
§
A corporation organized for or engaged in the business of selling, distributing, supplying, or deliv…
§
If a shareholder of a mutual water company has not timely paid any rate, charge, or assessment arisi…
§
(a) (1) This section shall be known and may be cited as the Mutual Water Company Open Meeting Act. (…
§
(a) The board of a mutual water company that operates a public water system shall adopt, in an open …
§
(a) (1) Unless its governing documents impose more stringent standards, a mutual water company that …
§
(a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual wate…
§
A mutual water company formed on or after January 1, 1998, in connection with the offering for sale …
§
(a) Any person who intends to offer for sale or lease lots within a subdivision within this state an…
§
The engineer’s report prepared pursuant to the document under Section 14312 shall contain all releva…
§
The water supply and distribution system of a mutual water company described in Section 14311 that p…
§
(a) The mutual water company described in Section 14311 shall provide at least a minimum level of wa…
§
The water supply and distribution system of a mutual water company described in Section 14311 that p…
§
The fire protection system of a mutual water company shall be constructed to conform with currently …
§
The mutual water company shall be financially responsible for the maintenance, repair, or replacemen…
§
Any person who willfully and maliciously does any injury to any property of a cable television corpo…
§
This title extends to all corporations heretofore formed and existing for the prevention of cruelty …
§
Every society incorporated and organized for the prevention of cruelty to animals may enter into a c…
§
(a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the…
§
The governing body of a local agency, by ordinance, may authorize employees of public animal shelter…
§
All humane societies and societies for the prevention of cruelty to animals, and all humane officers…
§
Any law enforcement agency that is requested to provide summary criminal history information pursuan…
§
In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural pro…
§
It is here recognized that agriculture is characterized by individual production in contrast to the …
§
(a) This part shall be applicable to all benefit corporations. (b) The existence of a provision of t…
§
As used in this part: (a) “Benefit corporation” means a corporation organized under the General Corp…
§
A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of …
§
(a) A corporation may become a benefit corporation under this part by amending the corporation’s art…
§
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject …
§
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is…
§
(a) A director shall perform the duties of a director including duties as a member of any committee …
§
(a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefi…
§
(a) Each officer of a benefit corporation shall consider the interests and factors described in Sect…
§
(a) No person may bring an action or assert a claim against a benefit corporation or its directors o…
§
(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all o…
§
All certificates representing shares of a benefit corporation shall contain, in addition to any othe…
§
(a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail gro…
§
(a) The written notice shall be filed with the Attorney General no less than 180 days before the acq…
§
(a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropr…
§
If the Attorney General determines that they cannot complete an evaluation of the competitive effect…
§
(a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorne…
§
Nothing in this section or any other law shall preclude the Attorney General or any person from brin…
§
(a) The failure to provide written notice, amendment to written notice, or other material required t…
§
(a) Every partnership, other than a foreign limited partnership, subject to Chapter 4.5 (commencing …
§
This chapter may be cited as the Uniform Limited Partnership Act of 2008.
§
In this chapter, the following terms have the following meanings: (a) “Acknowledged” means that an i…
§
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fac…
§
(a) A limited partnership is an entity distinct from its partners. (b) A limited partnership may be …
§
A limited partnership has the powers to do all things necessary or convenient to carry on its activi…
§
The law of this state governs relations among the partners of a limited partnership and between the …
§
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supp…
§
(a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited…
§
(a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by:…
§
(a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations amo…
§
A limited partnership shall maintain at its principal office the following information: (a) A curren…
§
A partner may lend money to and transact other business with the limited partnership and has the sam…
§
A person may be both a general partner and a limited partner. A person that is both a general and li…
§
(a) A limited partnership shall designate and continuously maintain in this state: (1) an office, wh…
§
Action requiring the consent of partners under this chapter may be taken without a meeting, and a pa…
§
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Ci…
§
(a) A partner may, in a written partnership agreement or other writing, consent to be subject to the…
§
(a) In order for a limited partnership to be formed, a certificate of limited partnership must be fi…
§
(a) In order to amend its certificate of limited partnership, a limited partnership must deliver to …
§
A dissolved limited partnership that has completed winding up shall deliver to and on a form prescri…
§
(a) Each record delivered to the Secretary of State for filing pursuant to this chapter must be sign…
§
(a) If a person required by this chapter to sign a record or deliver a record to the Secretary of St…
§
(a) A record authorized or required to be delivered to the Secretary of State for filing under this …
§
(a) A limited partnership or foreign limited partnership may deliver to and on a form prescribed by …
§
(a) If a record delivered to the Secretary of State for filing under this chapter and filed by the S…
§
(a) A domestic limited partnership whose certificate of limited partnership has been canceled pursua…
§
A person becomes a limited partner: (a) as provided in the partnership agreement; (b) as the result …
§
A limited partner does not have the right or the power as a limited partner to act for or bind the l…
§
(a) A limited partner is not liable for any obligation of a limited partnership unless named as a ge…
§
(a) On 10 days’ demand, made in a record received by the limited partnership, a limited partner may …
§
(a) A limited partner does not have any fiduciary duty to the limited partnership or to any other pa…
§
(a) Except as otherwise provided in subdivision (b), a person that makes an investment in a business…
§
(a) The partnership agreement may provide for the creation of classes of limited partners. The partn…
§
A person becomes a general partner: (a) as provided in the partnership agreement: (b) under paragrap…
§
(a) Each general partner is an agent of the limited partnership for the purposes of its activities. …
§
(a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred…
§
(a) Except as otherwise provided in subdivision (b), all general partners are liable jointly and sev…
§
(a) To the extent not inconsistent with Section 15904.04, a general partner may be joined in an acti…
§
(a) Each general partner has equal rights in the management and conduct of the limited partnership’s…
§
(a) A general partner, without having any particular purpose for seeking the information, may inspec…
§
(a) The fiduciary duties that a general partner owes to the limited partnership and the other partne…
§
(a) A partnership agreement may provide for the creation of classes of general partners. The partner…
§
A contribution of a partner may consist of tangible or intangible property or other benefit to the l…
§
(a) A partner’s obligation to contribute money or other property or other benefit to, or to perform …
§
A distribution by a limited partnership must be shared among the partners on the basis of the value,…
§
A partner does not have a right to any distribution before the dissolution and winding up of the lim…
§
A person does not have a right to receive a distribution on account of dissociation.
§
A partner does not have a right to demand or receive any distribution from a limited partnership in …
§
When a partner or transferee becomes entitled to receive a distribution, the partner or transferee h…
§
(a) A limited partnership may not make a distribution in violation of the partnership agreement. (b)…
§
(a) A general partner that consents to a distribution made in violation of Section 15905.08 is perso…
§
The profits and losses of a limited partnership shall be allocated among the partners in the manner …
§
(a) A person does not have a right to dissociate as a limited partner before the termination of the …
§
(a) Upon a person’s dissociation as a limited partner: (1) subject to Section 15907.04, the person d…
§
A person is dissociated from a limited partnership as a general partner upon the occurrence of any o…
§
(a) A person has the power to dissociate as a general partner at any time, rightfully or wrongfully,…
§
(a) Upon a person’s dissociation as a general partner all of the following apply: (1) The person’s r…
§
(a) After a person is dissociated as a general partner and before the limited partnership is dissolv…
§
(a) A person’s dissociation as a general partner does not of itself discharge the person’s liability…
§
The only interest of a partner which is transferable is the partner’s transferable interest. A trans…
§
(a) A transfer, in whole or in part, of a partner’s transferable interest: (1) is permissible; (2) d…
§
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or tra…
§
If a partner dies, the deceased partner’s personal representative or other legal representative may …
§
Except as otherwise provided in Section 15908.02, a limited partnership is dissolved, and its activi…
§
(a) On application by a partner, a court of competent jurisdiction may order dissolution of a limite…
§
(a) A limited partnership continues after dissolution only for the purpose of winding up its activit…
§
(a) A limited partnership is bound by a general partner’s act after dissolution which: (1) is approp…
§
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur a…
§
(a) A dissolved limited partnership may dispose of the known claims against it by following the proc…
§
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having…
§
If a claim against a dissolved limited partnership is barred under Section 15908.06 or 15908.07, any…
§
(a) In winding up a limited partnership’s activities, the assets of the limited partnership, includi…
§
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organiz…
§
(a) A foreign limited partnership may apply for a certificate of registration to transact business i…
§
(a) Activities of a foreign limited partnership that do not constitute transacting business in this …
§
Unless the Secretary of State determines that an application for a certificate of registration does …
§
(a) A foreign limited partnership whose name does not comply with Section 15901.08 may not obtain a …
§
If any statement in the application for registration of a foreign limited partnership was false when…
§
(a) In order to cancel its certificate of registration to transact business in this state, a foreign…
§
The Attorney General may maintain an action to restrain a foreign limited partnership from transacti…
§
(a) Subject to subdivision (b), a partner may maintain a direct action against the limited partnersh…
§
A partner may bring a derivative action to enforce a right of a limited partnership if: (1) the part…
§
(a) A derivative action may be maintained only by a person that is a partner at the time the action …
§
In a derivative action, the complaint must state with particularity: (1) the date and content of pla…
§
(a) Except as otherwise provided in subdivision (b): (1) any proceeds or other benefits of a derivat…
§
(a) In any derivative action, at any time within 30 days after service of summons upon the limited p…
§
For purposes of this article, the following definitions apply: (a) “Converted entity” means the othe…
§
(a) A limited partnership may be converted into another business entity or a foreign other business …
§
(a) A limited partnership that desires to convert to an other business entity or a foreign other bus…
§
(a) A conversion into an other business entity or a foreign other business entity or a foreign limit…
§
(a) The conversion of a limited partnership into a foreign limited partnership or foreign other busi…
§
(a) Upon conversion of a limited partnership, one of the following applies: (1) If the limited partn…
§
(a) Whenever a limited partnership or other business entity having any real property in this state c…
§
(a) An other business entity or a foreign other business entity or a foreign limited partnership may…
§
(a) An entity that converts into another entity pursuant to this article is, for all purposes, other…
§
Mergers of limited partnerships shall be governed by Sections 15911.11 to 15911.19, inclusive.
§
The following entities may be merged pursuant to this article: (a) Two or more limited partnerships …
§
(a) Each limited partnership and other business entity that desires to merge shall approve an agreem…
§
Subdivision (b) of Section 15911.12 shall not apply to any transaction if the commissioner has appro…
§
(a) If the surviving entity is a limited partnership or an other business entity, other than a corpo…
§
(a) Unless a future effective date or time is provided in a certificate of merger or the agreement o…
§
(a) Upon a merger of limited partnerships or limited partnerships and other business entities pursua…
§
(a) The merger of any number of domestic limited partnerships with any number of foreign limited par…
§
Whenever a domestic or foreign limited partnership or other business entity having any real property…
§
Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of…
§
(a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion …
§
(a) If the approval of outstanding limited partnership interests is required for a limited partnersh…
§
(a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (…
§
Within 30 days after the date on which notice of the approval of the outstanding interests of the li…
§
(a) If the limited partnership and the dissenting limited partner agree that such limited partner’s …
§
(a) If the limited partnership denies that a limited partnership interest is a dissenting interest, …
§
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the …
§
To the extent that the payment to dissenting limited partners of the fair market value of their diss…
§
Any cash distributions made by a limited partnership to a dissenting limited partner after the date …
§
Except as expressly limited by this article, dissenting limited partners shall continue to have all …
§
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be …
§
If litigation is instituted to test the sufficient or regularity of the vote or consent of the limit…
§
(a) This article applies to the following: (1) A domestic limited partnership formed on or after Jan…
§
(a) No limited partner of a limited partnership who has a right under this article to demand payment…
§
In applying and construing this chapter, consideration must be given to the need to promote uniformi…
§
If any provision of this chapter or its application to any person or circumstance is held invalid, t…
§
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and Nationa…
§
This chapter shall become operative on January 1, 2008.
§
(a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after …
§
This chapter does not affect an action commenced, proceeding brought, or right accrued before this c…
§
This chapter may be cited as the Uniform Partnership Act of 1994.
§
(a) As used in this chapter, the following terms and phrases have the following meanings: (1) “Busin…
§
(a) As used in this chapter, the following terms and phrases have the following meanings: (1) “Busin…
§
(a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fac…
§
(a) Except as otherwise provided in subdivision (b), relations among the partners and between the pa…
§
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supp…
§
(a) A statement may be filed in the office of the Secretary of State. A certified copy of a statemen…
§
(a) Except as otherwise provided in subdivision (b) of this section, or Section 16958, the law of th…
§
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
§
Except with respect to the provisions of this chapter specifically relating to registered limited li…
§
The rights and duties of surviving partners, the legal representatives of deceased partners, the cre…
§
If any provision of this chapter or its application to any person or circumstance is held invalid, t…
§
(a) Except as provided in Section 16955.5, before January 1, 1999, this chapter governs only a partn…
§
This chapter does not affect an action or proceeding commenced or right accrued before this chapter …
§
(a) The fee for filing a statement of partnership is seventy dollars ($70). (b) Unless another fee i…
§
Unless another fee is specified by law or the law specifies that no fee is to be charged, the fee fo…
§
A partnership is an entity distinct from its partners.
§
(a) Except as otherwise provided in subdivision (b), the association of two or more persons to carry…
§
Property acquired by a partnership is property of the partnership and not of the partners individual…
§
(a) Property is partnership property if acquired in the name of either of the following: (1) The par…
§
Subject to the effect of a statement of partnership authority under Section 16303 both of the follow…
§
(a) Partnership property may be transferred as follows: (1) Subject to the effect of a statement of …
§
(a) A partnership may file a statement of partnership authority, which is subject to all of the foll…
§
A partner or other person named as a partner in a filed statement of partnership authority or in a l…
§
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a r…
§
(a) Except as otherwise provided in subdivisions (b) and (c), all partners are liable jointly and se…
§
(a) A partnership may sue and be sued in the name of the partnership. (b) Except as otherwise provid…
§
Except with respect to registered limited liability partnerships and foreign limited liability partn…
§
(a) The statement of partnership authority may designate an agent for service of process. The agent …
§
(a) If a partnership has designated an agent for service of process, process may be served on the pa…
§
(a) Each partner is deemed to have an account that is subject to both of the following: (1) Credited…
§
A partner has no right to receive, and may not be required to accept, a distribution in kind.
§
(a) A partnership shall keep its books and records, if any, in writing or in any other form capable …
§
(a) The fiduciary duties a partner owes to the partnership and the other partners are the duty of lo…
§
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement…
§
(a) If a partnership for a definite term or particular undertaking is continued, without an express …
§
A partner is not a coowner of partnership property and has no interest in partnership property that …
§
The only transferable interest of a partner in the partnership is the partner’s share of the profits…
§
(a) A transfer, in whole or in part, of a partner’s transferable interest in the partnership is perm…
§
(a) On application by a judgment creditor of a partner or of a partner’s transferee, a court having …
§
A partner is dissociated from a partnership upon the occurrence of any of the following events: (1) …
§
(a) A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pur…
§
Upon a partner’s dissociation, all of the following apply: (1) The partner’s right to participate in…
§
Except as provided in Section 16701.5, all of the following shall apply: (a) If a partner is dissoci…
§
(a) Section 16701 shall not apply to any dissociation that occurs within 90 days prior to a dissolut…
§
(a) For two years after a partner dissociates, the partnership, including a surviving partnership un…
§
(a) A partner’s dissociation does not of itself discharge the partner’s liability for a partnership …
§
(a) A dissociated partner or the partnership may file a statement of dissociation stating the name o…
§
Continued use of a partnership name, or a dissociated partner’s name as part thereof, by partners co…
§
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of t…
§
(a) Subject to subdivision (b), a partnership continues after dissolution only for the purpose of wi…
§
(a) After dissolution, a partner who has not dissociated may participate in winding up the partnersh…
§
Subject to Section 16805, a partnership is bound by a partner’s act after dissolution that is either…
§
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolut…
§
(a) Except as otherwise provided in subdivision (b) and except for registered limited liability part…
§
(a) In winding up a partnership’s business, the assets of the partnership, including the contributio…
§
In this article, the following terms have the following meanings: (1) “Constituent other business en…
§
(a) A partnership, other than a registered limited liability partnership, may be converted into a do…
§
(a) A partnership that desires to convert to a domestic or foreign other business entity shall appro…
§
(a) A conversion into a domestic other business entity shall become effective upon the earliest date…
§
(a) The conversion of a partnership into a foreign other business entity shall comply with Section 1…
§
(a) If the converting partnership has filed a statement of partnership authority under Section 16303…
§
(a) Whenever a partnership or other business entity having any real property in this state converts …
§
(a) A domestic limited partnership, limited liability company, or corporation, or a foreign other bu…
§
(a) An entity that converts into another entity pursuant to this article is for all purposes the sam…
§
(a) The following entities may be merged pursuant to this article: (1) Two or more partnerships into…
§
(a) Each partnership and other business entity which desires to merge shall approve an agreement of …
§
(a) Unless a future effective date or time is provided in a certificate of merger if a certificate o…
§
(a) The merger of any number of domestic partnerships with any number of foreign partnerships or for…
§
(a) When a merger takes effect, all of the following apply: (1) The separate existence of the disapp…
§
(a) In a merger involving a domestic partnership, in which another partnership or a foreign other bu…
§
(a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other busin…
§
(a) Whenever a domestic or foreign partnership or other business entity having any real property in …
§
This article is not exclusive. Partnerships, other than limited liability partnerships, may be conve…
§
For purposes of this chapter, the only types of limited liability partnerships that shall be recogni…
§
The name of a registered limited liability partnership shall contain the words “Registered Limited L…
§
(a) To become a registered limited liability partnership, a partnership, other than a limited partne…
§
(a) The registration of a registered limited liability partnership may be amended by an amended regi…
§
(a) A domestic partnership, other than a limited partnership, may convert to a registered limited li…
§
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liabi…
§
(a) At the time of registration pursuant to Section 16953, in the case of a registered limited liabi…
§
(a) No distribution shall be made by a registered limited liability partnership if, after giving eff…
§
(a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organize…
§
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnershi…
§
(a) (1) Before transacting intrastate business in this state, a foreign limited liability partnershi…
§
(a) The registration of a foreign limited liability partnership may be amended by an amended registr…
§
The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it …
§
(a) Each registered limited liability partnership whose principal office is not in this state and ea…
§
This title may be cited as the California Revised Uniform Limited Liability Company Act.
§
In this title: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally …
§
(a) A limited liability company is an entity distinct from its members. (b) A limited liability comp…
§
Subject to any limitations contained in the articles of organization and to compliance with this tit…
§
The law of this state governs all of the following: (a) The internal affairs of a limited liability …
§
(a) It is the policy of this title and this state to give maximum effect to the principles of freedo…
§
(a) The name of a limited liability company shall contain the words “limited liability company,” or …
§
(a) Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of …
§
(a) Except as otherwise provided in this section, the operating agreement governs all of the followi…
§
(a) A limited liability company is bound by and may enforce the operating agreement. (b) A person th…
§
(a) An operating agreement may specify that its amendment requires the approval of a person that is …
§
(a) A limited liability company shall designate and continuously maintain in this state both of the …
§
(a) A limited liability company or foreign limited liability company may change its designated offic…
§
(a) To resign as an agent for service of process of a limited liability company or foreign limited l…
§
(a) In addition to Chapter 4 (commencing with Section 413.10) of Title 5 of Part 2 of the Code of Ci…
§
(a) A member may, in a written operating agreement or other writing, consent to be subject to the no…
§
(a) One or more persons may act as organizers to form a limited liability company by signing and del…
§
(a) The articles of organization may be amended or restated at any time. (b) To amend its articles o…
§
(a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed a…
§
(a) If a person required by this title to sign a record or deliver a record to the Secretary of Stat…
§
(a) A record authorized or required to be delivered to the Secretary of State for filing under this …
§
(a) A limited liability company or foreign limited liability company may deliver to the Secretary of…
§
(a) If a record delivered to the Secretary of State for filing under this title and filed by the Sec…
§
(a) Every limited liability company and every foreign limited liability company registered to transa…
§
An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Se…
§
(a) Unless the articles of organization indicate the limited liability company is a manager-managed …
§
(a) All of the following apply to debts, obligations, or other liabilities of a limited liability co…
§
(a) If a limited liability company is to have only one member upon formation, the person becomes a m…
§
A contribution may consist of tangible or intangible property or other benefit to a limited liabilit…
§
(a) A person’s obligation to make a contribution to a limited liability company is not excused by th…
§
(a) Any distributions made by a limited liability company before its dissolution and winding up shal…
§
(a) A limited liability company shall not make a distribution if after the distribution either of th…
§
(a) Except as otherwise provided in subdivision (b), if a member of a member-managed limited liabili…
§
(a) A limited liability company is a member-managed limited liability company unless the articles of…
§
(a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obl…
§
(a) The fiduciary duties that a member owes to a member-managed limited liability company and the ot…
§
(a) Upon the request of a member or transferee, for purposes reasonably related to the interest of t…
§
A transferable interest is personal property.
§
(a) With respect to a transfer, in whole or in part, of a transferable interest, all of the followin…
§
(a) On application by a judgment creditor of a member or transferee, a court may enter a charging or…
§
If a member dies, the deceased member’s personal representative or other legal representative may ex…
§
(a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withd…
§
A person is dissociated as a member from a limited liability company when any of the following occur…
§
(a) When a person is dissociated as a member of a limited liability company all of the following app…
§
A limited liability company is dissolved, and its activities shall be wound up, upon the happening o…
§
(a) Notwithstanding any other provision of this title, if a domestic limited liability company has n…
§
(a) Pursuant to an action filed by any manager or by any member or members of a limited liability co…
§
In the event of a dissolution of a limited liability company all of the following apply: (a) The man…
§
(a) Except as otherwise provided in the articles of organization or the written operating agreement,…
§
(a) A limited liability company that has filed a certificate of cancellation nevertheless continues …
§
(a) (1) Causes of action against a dissolved limited liability company, whether arising before or af…
§
(a) (1) The managers shall sign and cause to be filed in the office of, and on a form prescribed by,…
§
(a) Notwithstanding the filing of a certificate of dissolution, a majority of the members may cause …
§
(a) The law of the state or other jurisdiction under which a foreign limited liability company is fo…
§
(a) A foreign limited liability company may apply for a certificate of registration to transact busi…
§
(a) A foreign limited liability company that enters into repeated and successive transactions of bus…
§
Unless the Secretary of State determines that an application for a certificate of registration does …
§
(a) A foreign limited liability company whose name does not comply with Section 17701.08 shall not o…
§
(a) To cancel its registration to transact intrastate business in this state, a foreign limited liab…
§
(a) A foreign limited liability company transacting intrastate business in this state shall not main…
§
If the members of a foreign limited liability company residing in this state represent 25 percent or…
§
The Attorney General may maintain an action to enjoin a foreign limited liability company from trans…
§
Any member of a foreign or domestic limited liability company may bring a class action on behalf of …
§
(a) No action shall be instituted or maintained in right of any domestic or foreign limited liabilit…
§
For purposes of this article, the following definitions apply: (a) “Converted entity” means the othe…
§
(a) A limited liability company may be converted into an other business entity or a foreign other bu…
§
(a) A limited liability company that desires to convert to an other business entity or a foreign oth…
§
(a) A conversion into an other business entity or a foreign other business entity or a foreign limit…
§
(a) If the limited liability company is converting into a foreign limited liability company or forei…
§
(a) Upon conversion of a limited liability company, one of the following applies: (1) If the limited…
§
(a) Whenever a limited liability company or other business entity having any real property in this s…
§
(a) An other business entity or a foreign other business entity or a foreign limited liability compa…
§
(a) An entity that converts into another entity pursuant to this article is for all purposes other t…
§
Mergers of limited liability companies shall be governed by Sections 17710.11 to 17710.19, inclusive…
§
The following entities may be merged pursuant to this article: (a) Two or more limited liability com…
§
(a) Each limited liability company and other business entity that desires to merge shall approve an …
§
Subdivision (b) of Section 17710.12 shall not apply to any transaction if the commissioner has appro…
§
(a) If the surviving entity is a limited liability company or an other business entity, other than a…
§
(a) Unless a future effective date is provided in a certificate of merger or the agreement of merger…
§
(a) Upon a merger of limited liability companies or limited liability companies and other business e…
§
(a) If the surviving entity is a domestic limited liability company or a domestic other business ent…
§
Whenever a domestic or foreign limited liability company or other business entity having any real pr…
§
(a) Upon a merger pursuant to this article, a surviving domestic or foreign limited liability compan…
§
(a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion …
§
(a) If the approval of outstanding membership interests is required for a limited liability company …
§
(a) If members have a right under Section 17711.02, subject to compliance with paragraphs (4) and (5…
§
Within 30 days after the date on which notice of the approval of the outstanding interests of the li…
§
(a) If the limited liability company and the dissenting member agree that the member’s interest is a…
§
(a) If the limited liability company denies that a membership interest is a dissenting interest, or …
§
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the …
§
To the extent that the payment to dissenting members of the fair market value of their dissenting in…
§
Any cash distributions made by a limited liability company to a dissenting member after the date of …
§
Except as expressly limited by this article, dissenting members shall continue to have all the right…
§
A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be …
§
If litigation is instituted to test the sufficiency or regularity of the vote or consent of the memb…
§
(a) This article applies to the following: (1) A domestic limited liability company formed on or aft…
§
(a) No member of a limited liability company who has a right under this article to demand payment of…
§
The articles of organization or the operating agreement may provide for the creation of classes of m…
§
In applying and construing this uniform act, consideration shall be given to the need to promote uni…
§
This title modifies, limits, and supersedes the federal Electronic Signatures in Global and National…
§
This title does not affect an action commenced, proceeding brought, or right accrued or accruing bef…
§
(a) Except as otherwise provided in subdivisions (b) and (c), this title shall apply to all domestic…
§
This title, or any division, part, chapter, article, or section thereof, may at any time be amended …
§
(a) If a manager or member required by this title to execute or file any document fails, after deman…
§
(a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or …
§
Any penalty prescribed by Section 17713.07 shall be in addition to any remedy by injunction or actio…
§
(a) Upon the failure of a limited liability company to file the statement required by Section 17702.…
§
(a) A limited liability company that (1) fails to file a statement pursuant to Section 17702.09 for …
§
(a) A domestic limited liability company, as described in subdivisions (g) and (k) of Section 17701.…
§
(a) Sections 17713.09 and 17713.10 apply to foreign limited liability companies with respect to the …
§
(a) A limited liability company is liable for a civil penalty in an amount not exceeding one million…
§
This title shall become operative on January 1, 2014.
§
Unless the provision or context otherwise requires, the definitions in this chapter govern the const…
§
“Board” means the board of directors or other governing body of an unincorporated association.
§
“Director” means a natural person serving as a member of the board or other governing body of the un…
§
“Governing document” means a constitution, articles of association, bylaws, or other writing that go…
§
“Governing principles” means the principles stated in an unincorporated association’s governing docu…
§
(a) If the governing principles of an unincorporated association define the membership of the associ…
§
(a) “Nonprofit association” means an unincorporated association with a primary common purpose other …
§
“Officer” means a natural person serving as an unincorporated association’s chair, president, secret…
§
“Person” includes a natural person, corporation, partnership, or other unincorporated organization, …
§
(a) “Unincorporated association” means an unincorporated group of two or more persons joined by mutu…
§
This title does not apply to any of the following persons: (a) A corporation. (b) A government or go…
§
If a statute specific to a particular type of unincorporated association is inconsistent with a gene…
§
Except to the extent this title provides a specific rule, the general law of agency, including Artic…
§
A provision of this title, insofar as it is substantially the same as a previously existing provisio…
§
The interest of a member in an unincorporated association is personal property.
§
An unincorporated association may, in its name, acquire, hold, manage, encumber, or transfer an inte…
§
Property acquired by or for an unincorporated association is property of the unincorporated associat…
§
The acquisition, transfer, or encumbrance of an interest in real property by an unincorporated assoc…
§
(a) An unincorporated association may record in a county in which it has an interest in real propert…
§
An unincorporated association holding property for charitable purposes shall comply with the Supervi…
§
No limitation on the power of an unincorporated association to acquire, hold, manage, pledge, encumb…
§
After all of the known debts and liabilities of an unincorporated association in the process of wind…
§
(a) Notwithstanding Section 18260, a cause of action against an unincorporated association may be en…
§
(a) An unincorporated association may file with the Secretary of State, on a form prescribed by the …
§
(a) The Secretary of State shall mark each statement filed under Section 18200 with a consecutive fi…
§
(a) An agent designated by an unincorporated association for the service of process may deliver to t…
§
Between the first day of October and the first day of December immediately preceding the expiration …
§
If designation of an agent for the purpose of service of process has not been made as provided in Se…
§
Except as otherwise provided by law, an unincorporated association is liable for its act or omission…
§
A money judgment against an unincorporated association, whether organized for profit or not, may be …
§
(a) A judgment creditor of a member, director, officer, or agent of an unincorporated association ma…
§
It is the intent of the Legislature to enact legislation relating to the governance of unincorporate…
§
(a) Unless otherwise provided by an unincorporated association’s governing principles, membership in…
§
(a) This section only applies if membership in an unincorporated association includes a property rig…
§
Except as otherwise provided by statute or by an unincorporated association’s governing principles, …
§
If an unincorporated association’s governing principles do not provide a procedure to amend the asso…
§
The following definitions govern the construction of this article: (a) “Constituent entity” means an…
§
An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign …
§
A merger involving an unincorporated association is subject to the following requirements: (a) Each …
§
(a) A merger pursuant to this article has the following effect: (1) The separate existence of the di…
§
If, as a consequence of merger, a surviving entity succeeds to ownership of real property located in…
§
A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subs…
§
An unincorporated association may be dissolved by any of the following methods: (a) If the associati…
§
Promptly after commencement of dissolution of an unincorporated association, the board or, if none, …
§
A member, director, or agent of a nonprofit association is not liable for a debt, obligation, or lia…
§
A member of a nonprofit association is not liable for a contractual obligation of the association un…
§
A director, officer, or agent of a nonprofit association is not liable for a contractual obligation …
§
(a) A member, director, officer, or agent of a nonprofit association shall be liable for injury, dam…
§
Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit as…
§
Nothing in this chapter limits application of the Uniform Voidable Transactions Act (Chapter 1 (comm…
§
Any unincorporated association that is an organized medical society limiting its membership to licen…
§
As used in this chapter, the following terms have the meanings set forth in this section, unless the…
§
Any association, the principles and activities of which are not repugnant to the Constitution or law…
§
An association shall not be permitted to register any name or insignia similar to or so nearly resem…
§
Application for registration, alteration, or cancellation shall be made by the chief officer or offi…
§
The Secretary of State shall charge and collect a fee as set forth in paragraph (2) of subdivision (…
§
Upon the registration, the Secretary of State shall issue his certificate setting forth the fact of …
§
The Secretary of State shall keep a properly indexed record of the registrations provided for by thi…
§
Any person who willfully wears, exhibits, or uses for any purpose a name or insignia registered unde…
§
Any court of competent jurisdiction may restrain by injunction: 1. The wearing or use of the insigni…
§
In any action under Section 21308 it is not necessary to allege or prove actual damages or the threa…
§
The use of the name or insignia of any association by any person not entitled to use the same under …
§
Whenever any fraternal society or lodge, other than a society subject to supervision by the Insuranc…
§
Any fraternal society or lodge which makes any payment in violation of this chapter is liable for th…
§
Every person who, without being authorized so to do, subscribes the name of another to or inserts th…
§
Every director, officer, or agent of any joint stock association is guilty of a felony who knowingly…
§
(a) Every director, officer, or agent of any joint stock association, who knowingly receives or poss…
§
For the purposes of this part every director of a joint stock association is deemed to possess such …
§
“Real estate investment trust” as used in this part means any unincorporated association or trust fo…
§
No shareowner of a real estate investment trust shall be personally liable as such for any liabiliti…
§
Section 23001 shall apply to any real estate investment trust organized under the laws of this state…
§
A real estate investment trust shall not issue any security redeemable at the option of the holder o…
§
Section 23001 shall apply with respect to all liabilities, debts, obligations of, and claims against…
§
The provisions of Sections 1400 and 1402 governing bankruptcy reorganizations for corporations also …
§
(a) The following entities may be merged pursuant to this article: (1) Any two or more real estate i…
§
(a) The Legislature finds and declares that the services of directors or officers of nonprofit medic…
§
This division may be known as the “Corporate Securities Law of 1968.” References herein to “this law…
§
Unless the context otherwise requires, the definitions in this part apply throughout this division.
§
“Advertisement” means any written or printed communication or any communication by means of recorded…
§
(a) “Agent” means any individual, other than a broker-dealer or a partner of a licensed broker-deale…
§
“Business days” are all days other than every Saturday, every Sunday, and such other days as are spe…
§
(a) “Broker-dealer” means any person engaged in the business of effecting transactions in securities…
§
“Commissioner” means the Commissioner of Financial Protection and Innovation.
§
“Entity conversion transaction” means a conversion pursuant to Section 1151, 1157, 15911.02, 15911.0…
§
“Fraud,” “deceit,” and “defraud” are not limited to common law fraud or deceit.
§
“Guaranteed” means guaranteed as to payment of principal, interest, dividends, or call premium.
§
(a) An offer or sale of a security is made in this state when an offer to sell is made in this state…
§
(a) “Investment adviser” means any person who, for compensation, engages in the business of advising…
§
“Investment adviser” does not include persons excepted from the definition of “investment adviser” b…
§
(a) “Investment adviser representative” or “associated person of an investment adviser” means any pa…
§
“Issuer” means any person who issues or proposes to issue any security, except that: (a) With respec…
§
“Nonissuer transaction” means any transaction not directly or indirectly for the benefit of the issu…
§
“Owners’ association” means a nonprofit corporation or association created to own or lease the commo…
§
“Person” means an individual, a corporation, a partnership, a limited liability company, a joint ven…
§
“Publish” means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise…
§
“Rollup participant” means a finite-life limited partnership. (a) Except as provided in subdivision …
§
“Rollup transaction” means any transaction or series of transactions that directly or indirectly thr…
§
(a) “Eligible rollup transaction” means a rollup transaction in which the new securities issued are …
§
“Real estate development” means a development (a) which consists or will consist of separately owned…
§
“Rule” means any published regulation or standard of general application issued by the commissioner.…
§
(a) “Sale” or “sell” includes every contract of sale of, contract to sell, or disposition of, a secu…
§
“Securities Act of 1933,” “Securities Exchange Act of 1934,” “Investment Advisers Act of 1940,” and …
§
“Security” means any note; stock; treasury stock; membership in an incorporated or unincorporated as…
§
“State” means any state, territory, or possession of the United States, the District of Columbia and…
§
“Subdivided lands” and “subdivision” have the meanings prescribed in Sections 11000, 11004.5, and 11…
§
“Underwriter” means a person who has agreed with an issuer or other person on whose behalf a distrib…
§
(a) Except as provided in subdivision (b), “viatical settlement contract” means an agreement entered…
§
The following securities are exempted from Sections 25110, 25120, and 25130: (a) Any security (inclu…
§
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security defined…
§
The following securities are exempt from the provisions of Section 25130: (a) Any security issued by…
§
The following securities are not subject to Sections 25110, 25120, and 25130: (a) A security that is…
§
The following transactions are exempted from the provisions of Section 25110: (a) Any offer (but not…
§
The following transactions are not subject to Sections 25110, 25120, and 25130: (a) Any offer or sal…
§
The commissioner shall require any issuer that is engaged in the business of purchasing, selling, fi…
§
There shall be exempted from Section 25110 a transaction that is the sale of a series of notes secur…
§
The following transactions are exempted from the provisions of Section 25110 and Section 25120: (a) …
§
The following transactions are exempted from the provisions of Section 25130: (a) Any offer or sale …
§
There shall be exempted from the provisions of Section 25110, 25120 or 25130 any other transaction w…
§
It is unlawful for any person to offer or sell in this state any security in an issuer transaction (…
§
(a) Any security for which a registration statement has been filed under the Securities Act of 1933 …
§
(a) Any security issued by a person which is the issuer of any security registered under Section 12 …
§
(a) All securities, whether or not eligible for qualification by coordination under Section 25111 or…
§
Every qualification under this chapter is effective for 12 months from its effective date, unless th…
§
Every application for qualification of an issuer transaction under this chapter shall be signed and …
§
(a) An evidence of indebtedness issued pursuant to a qualification under this chapter or Chapter 3 (…
§
(a) An evidence of indebtedness, and the purchasers or holders thereof, shall be exempt from the usu…
§
(a) An evidence of indebtedness issued by an entity or guaranteed by an entity that is an affiliate …
§
(a) Except as provided in subdivision (b), it is unlawful for any person to offer or sell in this st…
§
The securities qualified for sale under this chapter shall be qualified by permit under this section…
§
Qualification of securities under this chapter becomes effective upon the commissioner issuing a per…
§
It is unlawful for any person to offer or sell any security in this state in any nonissuer transacti…
§
(a) The securities to be offered or sold in a nonissuer transaction, which are not eligible for qual…
§
Every qualification under this chapter and every qualification of a nonissuer transaction under Sect…
§
It is unlawful for any person without the written consent of the commissioner to consummate the sale…
§
Every applicant seeking qualification for the sale of securities shall, upon request of the commissi…
§
(a) (1) The commissioner may issue a stop order denying effectiveness to, or suspending or revoking …
§
The commissioner may impose as a condition of qualification under Chapter 2 (commencing with Section…
§
When application is made for a permit to issue securities or to deliver other consideration (whether…
§
(a) The commissioner may by order summarily postpone or suspend the effectiveness of any qualificati…
§
The commissioner may vacate or modify a stop order if he finds that the conditions which caused its …
§
Every issuer qualifying securities for sale in this state shall at all times keep and maintain a com…
§
For a period of 18 months after the qualification is effective, the commissioner may by rule or orde…
§
The commissioner may by rule or order require as a condition of qualification that any security qual…
§
Except in cases where the delivery of a prospectus or proxy statement is required under the Securiti…
§
The commissioner may act as escrow holder for securities required to be deposited in escrow by his o…
§
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, a…
§
(a) Upon the filing of a written request for the consent to transfer securities referred to in Secti…
§
Every application for qualification shall state (1) the maximum amount of securities proposed to be …
§
Any document filed under this law or a predecessor statute may be incorporated by reference in a sub…
§
An amendment to an application filed after the effective date of the qualification of the sale of se…
§
In any proceeding under this law, the burden of proving an exemption or an exception from a definiti…
§
(a) Neither (1) the fact that an application for qualification under this law has been filed nor (2)…
§
Every applicant for qualification of the sale of securities under this law or every person filing an…
§
It is unlawful for any person willfully to make any untrue statement of a material fact in any appli…
§
A broker-dealer registered under the Securities Exchange Act of 1934, who has not previously had any…
§
(a) An investment adviser shall not be subject to Section 25230 if (1) the investment adviser does n…
§
A person whose only clients are insurance companies shall be exempted from the provisions of Section…
§
The commissioner may by such rules as he deems necessary or appropriate in the public interest or fo…
§
A broker licensed by the Real Estate Commissioner is exempt from the provisions of Section 25210 whe…
§
(a) For purposes of this section, a “finder” is a natural person who, for direct or indirect compens…
§
A financial institution that undertakes activities with respect to an investment company pursuant to…
§
A person licensed as a capital access company under Division 3 (commencing with Section 28000) of Ti…
§
Section 25210 shall not apply to an agent of an issuer when engaged in transactions exempted by subd…
§
(a) Unless exempted under the provisions of Chapter 1 (commencing with Section 25200) of this part, …
§
(a) The application for a certificate as a broker-dealer shall be accompanied by the consent to serv…
§
A broker-dealer acting pursuant to a certificate which is then in effect and which is issued pursuan…
§
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a…
§
The commissioner may immediately revoke by order the certificate of any broker-dealer if the broker-…
§
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or sus…
§
The commissioner shall, after appropriate notices and opportunity for hearing, by order suspend, for…
§
(a) It is unlawful for any person, as to whom an order suspending or barring employment or control i…
§
No order may be entered under Section 25212, 25213, 25213.3, or 25252 except after notice to any per…
§
(a) No broker-dealer or agent shall effect any transaction in, or induce or attempt to induce the pu…
§
(a) A broker-dealer licensed under this chapter shall not effect any transaction in, or induce or at…
§
No broker-dealer licensed under this chapter shall effect any transaction in, or induce or attempt t…
§
Notwithstanding any other provision of this division, if in his or her opinion the public interest a…
§
At any time after the issuance of an order under Section 25219, any interested person (including, bu…
§
(a) Notwithstanding any other provision of law, a broker-dealer, or any affiliate thereof, licensed …
§
(a) It is unlawful for any investment adviser to conduct business as an investment adviser in this s…
§
(a) A person that is registered under Section 203 of the Investment Advisers Act of 1940 as an inves…
§
(a) Any investment adviser, or any person who contemplates becoming an investment adviser, may apply…
§
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, deny a…
§
The commissioner may, after appropriate notice and opportunity for hearing, by order censure, or sus…
§
(a) It is unlawful for any person, as to whom an order suspending or revoking the person’s certifica…
§
The commissioner may immediately revoke the certificate of any investment adviser if the investment …
§
No order may be entered under Section 25232, 25232.1, or 25252 except after notice to the person aff…
§
(a) No investment adviser licensed under this chapter shall in this state enter into, extend or rene…
§
It is unlawful for any investment adviser, directly or indirectly, in this state: (a) To employ any …
§
(a) No investment adviser licensed under this chapter shall conduct any business as such investment …
§
The commissioner shall prescribe rules with respect to investment advisers licensed under this chapt…
§
No investment adviser licensed under this chapter and no natural person associated with the investme…
§
Every applicant for a certificate as a broker-dealer or an investment adviser (other than a Californ…
§
(a) Every broker-dealer and every investment adviser licensed under Section 25230 shall make and kee…
§
(a) Surrender of a certificate as a broker-dealer or investment adviser becomes effective 30 days af…
§
It is unlawful for any person holding a certificate as a broker-dealer or investment adviser under t…
§
(a) A broker-dealer or investment adviser, or an agent or representative thereof, shall not use a se…
§
Any person whose certificate as a broker-dealer or investment adviser has been suspended or revoked …
§
It is unlawful for any person willfully to make any untrue statement of a material fact in any appli…
§
It is unlawful for any agent or broker-dealer to require, as a condition to the purchase or sale of …
§
(a) Upon written or oral request, the commissioner shall make available to any person the informatio…
§
(a) If the commissioner finds, as a result of any examination or investigation or from any report ma…
§
If, after examination or investigation, the commissioner has reasonable grounds to believe that any …
§
If, after examination or investigation, the commissioner has reasonable grounds to believe that any …
§
(a) No order issued pursuant to Section 25249 or 25250 may become final except after notice to the a…
§
The commissioner may, after appropriate notice and opportunity for hearing, by orders, levy administ…
§
(a) Whenever it appears to the commissioner that any of the conditions specified in subdivision (b) …
§
(a) If the commissioner determines it is in the public interest, the commissioner may include in any…
§
The civil, criminal, and administrative remedies available to the commissioner pursuant to this divi…
§
(a) For any broker-dealer or investment adviser, a disciplinary action taken by the State of Califor…
§
(a) No person shall publish any advertisement in this state concerning any security sold or offered …
§
All advertisements published by any broker-dealer that are exempted from filing by paragraph (1) or …
§
(a) A person shall not publish any advertisement concerning any security in this state after the com…
§
It is unlawful for any person, directly or indirectly, in this state: (a) For the purpose of creatin…
§
It is unlawful for any person to offer or sell a security in this state, or to buy or offer to buy a…
§
It is unlawful for an issuer or any person who is an officer, director or controlling person of an i…
§
(a) Every person who with knowledge directly or indirectly controls and induces any person to violat…
§
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify,…
§
Any person who willfully participates in any act or transaction in violation of Section 25400 shall …
§
Any person who violates Section 25401 shall be liable to the person who purchases a security from, o…
§
(a) (1) A person who purchases a security from or sells a security to a broker-dealer that is requir…
§
Any person who violates Section 25402 shall be liable to the person who purchases a security from hi…
§
(a) Any person other than the issuer who violates Section 25402 shall be liable to the issuer of the…
§
Any person who violates Section 25110, 25130, or 25133, or a condition of qualification under Chapte…
§
Every person who directly or indirectly controls a person liable under Section 25501 or 25503, every…
§
Any person who materially assists in any violation of Section 25110, 25120, 25130, 25133, or 25401, …
§
(a) Any accountant, engineer, appraiser, or other person whose profession gives authority to a state…
§
A corporation which is liable under this chapter shall have a right of indemnification against any o…
§
(a) For proceedings commencing before January 1, 2005, no action shall be maintained to enforce any …
§
No action shall be maintained to enforce any liability created under Section 25504.2 unless brought …
§
(a) No action shall be maintained to enforce any liability created under Section 25503 (or Section 2…
§
No action shall be maintained to enforce any right of indemnification or contribution created by Sec…
§
In addition to any other rights provided for under this division, including, but not limited to, Sec…
§
Every cause of action under this chapter survives the death of any person who might have been a plai…
§
Except as explicitly provided in this chapter, no civil liability in favor of any private party shal…
§
(a) Whenever it appears to the commissioner that any person has engaged, is engaging, or is about to…
§
In any proceeding under Section 25530, the court may prohibit, conditionally or unconditionally, and…
§
(a) The commissioner in his discretion (1) may make such public or private investigations within or …
§
(a) If, in the opinion of the commissioner, (1) the sale of a security is subject to qualification u…
§
The commissioner may refer any evidence available concerning any violation of this law or of any rul…
§
The commissioner shall send a copy of a desist and refrain order issued under this law to the Attorn…
§
Whenever any securities are issued which the commissioner determines were offered or sold in violati…
§
(a) Any person who violates any provision of this law, or who violates any rule or order under this …
§
(a) The commissioner may take such actions as are authorized by Section 6d of the federal Commodity …
§
(a) Except as provided for in subdivision (b), any person who willfully violates any provision of th…
§
(a) Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to def…
§
Nothing in this law limits the power of the state to punish any person for any conduct which constit…
§
When any person, including any nonresident of this state, engages in conduct prohibited or made acti…
§
The administration and enforcement of, and the education of the public relative to, the laws and pro…
§
(a) The commissioner may publish any information filed with him or obtained by him, if, in the judgm…
§
(a) The Attorney General shall render to the commissioner opinions upon all questions of law, relati…
§
(a) Neither the commissioner nor any of the commissioner’s assistants, clerks, or deputies shall be …
§
(a) The commissioner shall charge and collect the fees fixed in this section and Section 25608.1. Al…
§
(a) The fee for an investment company filing a notice pursuant to subdivision (b) of Section 25100.1…
§
Commencing July 1, 2000, the fee provisions of subdivision (c) of Section 25608, as they apply to th…
§
(a) Notwithstanding Sections 25608 and 25608.1, the commissioner may set any fee under those section…
§
Every final order, decision, license, or other official act of the commissioner is subject to judici…
§
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are …
§
The commissioner may prepare and make available to interested persons lists of persons whose securit…
§
No rule, form or order may be made, amended, or rescinded unless the commissioner finds that the act…
§
Unless otherwise provided by rule, the commissioner shall require the use of the following forms: (a…
§
(a) To encourage uniform interpretation and administration of this law and the Franchise Investment …
§
The commissioner may by rule or order prescribe (1) the form and content of financial statements req…
§
All rules of the commissioner (other than those relating solely to the internal administration of th…
§
A document is filed when it is received by the commissioner; but no qualification of the sale of sec…
§
The commissioner shall keep an index of all qualifications which are or have ever been effective, al…
§
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish…
§
The commissioner in his discretion may honor requests from interested persons for interpretive opini…
§
(a) The commissioner may destroy any applications, notices, orders, permits, and revoked or surrende…
§
(a) Notwithstanding any other law, the commissioner may by rule or order prescribe circumstances und…
§
No provision of this law imposing any liability applies to any act done or omitted in good faith in …
§
Any condition, stipulation or provision purporting to bind any person acquiring any security to waiv…
§
Whenever a person is entitled under this law to a hearing in accordance with the provisions of the A…
§
If any provision of this law or the application thereof to any person or circumstance is held invali…
§
(a) Except as expressly provided in this section, prior law exclusively governs all suits, actions, …
§
All references to “the Corporate Securities Law” in any code or statute of the State of California s…
§
(a) All effective permits, orders, and consents under the Real Estate Syndicate Act, all administrat…
§
(a) All permits and orders issued under Article 6 (commencing with Section 10237) of Chapter 3 of Pa…
§
Unless the provision or the context otherwise indicates, and except as expressly otherwise provided …
§
As used in this division “security” includes all of the things enumerated in Section 25019 and also …
§
(a) As used in this division, “individual” includes every natural person, domestic or foreign privat…
§
If any provision of this division, or the application thereof to any person or circumstance, is held…
§
Any individual who, within this state, solicits, receives, collects, or solicits any subscription or…
§
It is unlawful for any individual, directly or indirectly, in connection with the solicitation, rece…
§
Every individual who solicits, receives, collects, or contracts for the payment of, any contribution…
§
No action shall be maintained to enforce any liability created under Section 27200 unless brought be…
§
Every individual who willfully violates Section 27101 is guilty of a public offense punishable by a …
§
For purposes of this chapter, the following definitions apply: (a) “Commissioner” means the Commissi…
§
(a) (1) Commencing March 1, 2026, a covered entity shall submit to the department the following info…
§
(a) (1) The department shall make the reports received pursuant to subdivision (b) of Section 27501 …
§
With respect to the investigative powers of the commissioner under this chapter, the commissioner ma…
§
(a) With respect to the enforcement powers of the commissioner and the department under this chapter…
§
(a) (1) If, after an order has been served pursuant to Section 27504, a request for hearing is filed…
§
(a) The commissioner may make, amend, and rescind any rules, forms, and orders as are necessary to c…
§
This division shall be known and may be cited as the “Capital Access Company Law.”
§
This division shall be liberally construed to accomplish its purposes.
§
The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) o…
§
The Legislature finds all of the following: (a) It is necessary to increase job opportunities in the…
§
(a) The purpose of this division is to provide for the licensure and regulation of capital access co…
§
Subject to additional definitions contained in this division which are applicable to specific provis…
§
“Accredited investor” means a person who is defined in Section 2(a)(15) of the Securities Act of 193…
§
“Affiliate” means any person or persons controlling, controlled by, or under common control with, ot…
§
“Commissioner” means the Commissioner of Financial Protection and Innovation or their designee with …
§
“Company” means a corporation, limited partnership, limited liability company, or other form of busi…
§
“Control” means the possession, direct or indirect, of the power to direct or cause the direction of…
§
“Controlling person,” when used with respect to a specified person, means any person who controls th…
§
“Insolvent,” when used with respect to any person, means a person who has ceased to pay his or her d…
§
“License” means a license issued under this division authorizing a licensee to transact business as …
§
“Licensee” means a company that is licensed under this division.
§
“Officer” means either of the following: (a) When used with respect to a corporation, any person app…
§
“Order” means any approval, consent, authorization, exemption, denial, prohibition, or requirement a…
§
“Parent,” when used with respect to a specified person other than a natural person, means any person…
§
“Person” means any natural person, proprietorship, joint venture, partnership, trust, business trust…
§
“Principal security holder,” means any person who owns, directly or indirectly, of record or benefic…
§
“To provide financing assistance to a person” means to purchase securities issued by the person, eit…
§
“Security” has the meaning set forth in Section 25019.
§
“Small business firm” means a person that proposes to transact, or transacts, business on a regular …
§
“Smaller business firm” means a person that proposes to transact, or transacts, business on a regula…
§
“Subsidiary,” when used with respect to a specified person other than a natural person, means any pe…
§
“Voting power” has the meaning set forth in Section 194.5.
§
The commissioner shall administer and enforce the provisions of this division in a manner that facil…
§
Whenever the commissioner issues an order or license under this division, the commissioner may impos…
§
Any application filed with the commissioner under this division or under any regulation or order iss…
§
In determining whether to approve any application filed under this division or under any regulation …
§
(a) The commissioner may do both of the following: (1) Make public or private investigations within …
§
The commissioner may provide information relating to a licensee or any parent or subsidiary of the l…
§
If the commissioner permits any licensee, any affiliate of the licensee, or any governmental agency …
§
The commissioner may refer any evidence available concerning any violation of this division or of an…
§
Before any applicant for a license is issued a license, the applicant and each parent and subsidiary…
§
Whenever any person, including any nonresident of this state, engages in conduct prohibited or made …
§
(a) Fees shall be paid to, and collected by, the commissioner, as follows: (1) The fee for filing wi…
§
(a) If a licensee becomes licensed as a small business investment company and is subject to regulati…
§
(a) Except as provided in subdivision (b), no person proposing to transact or transacting business i…
§
No person other than a person who meets the definition of a licensee may be issued a license under t…
§
If the commissioner finds all of the following with respect to an application for a license, the com…
§
(a) For purposes of Section 28152, the commissioner may find: (1) That a director, officer, or contr…
§
Except pursuant to Section 28551, no license shall be transferable or assignable.
§
No licensee shall represent that it is sponsored, recommended, or approved by, or that its abilities…
§
The organizational documents of the licensee shall include the following statement: (a) The activiti…
§
No licensee shall, except by prior written notice to the commissioner, transact business under any n…
§
Each licensee shall have a board of directors, executive committee, or other policy body, which shal…
§
The board of directors, executive committee, or other policy body of each licensee shall hold a meet…
§
The board of directors, executive committee, or other policy body of each licensee shall approve the…
§
(a) No licensee shall relocate its head office without prior written notice to the commissioner. (b)…
§
No licensee shall engage in any business other than the following: (a) The business of providing fin…
§
No licensee shall provide financing assistance to any small business firm for the purpose of evading…
§
This section creates and authorizes an exempt class of persons pursuant to Section 1 of Article XV o…
§
Each licensee shall make and keep books, accounts, and other records in the form and in the manner t…
§
Each licensee shall, not more than 90 days after the close of each of its fiscal years or within a l…
§
Each licensee, director, officer, and employee of a licensee, and each parent and subsidiary of a li…
§
(a) The commissioner shall examine each licensee not less frequently than once each calendar year. (…
§
(a) A licensee may, after the approval of the board of directors, executive committee, or other poli…
§
Subject to the provisions of Rules 250.10 and 250.10.5 of the Commissioner of Financial Protection a…
§
No person shall, except with the prior written approval of the commissioner, acquire control of a li…
§
The commissioner shall approve an application for approval to acquire control of a licensee only if,…
§
(a) For purposes of Section 28551, the commissioner may find: (1) That an applicant or a director or…
§
For purposes of this chapter: (a) “Acquiring licensee” means either of the following: (1) In the cas…
§
No licensee shall merge with any other company unless either of the following apply: (a) If the lice…
§
No licensee shall purchase all or substantially all of the business of any other person unless the p…
§
No licensee shall sell all or substantially all of its business to any other person unless the other…
§
The commissioner shall approve an application for approval of a merger, purchase, or sale, only if, …
§
Any licensee may offer to surrender its license by filing with the commissioner the license and a re…
§
(a) Except as otherwise provided in subdivision (b), a voluntary surrender of a license shall be eff…
§
For purposes of this chapter, unless the context otherwise requires: (a) “Office with a licensee” me…
§
Whenever it appears to the commissioner that any person has violated, or that there is reasonable ca…
§
(a) If the commissioner finds that any person has violated, or that there is reasonable cause to bel…
§
The commissioner may issue a cease and desist order, including an order to take appropriate correcti…
§
(a) The commissioner may issue a cease and desist order, including an order to take appropriate corr…
§
The commissioner may issue an order removing a subject person from that person’s office with the lic…
§
The commissioner may issue an order removing a subject person from his or her office, if any, with t…
§
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, …
§
(a) The commissioner may issue an order suspending a subject person from his or her office, if any, …
§
Any person to whom an order is issued under Section 28705, 28706, 28707, or 28708 may apply to the c…
§
The commissioner may issue an order suspending or revoking the license of a licensee, if, after noti…
§
(a) If the commissioner finds that any of the factors set forth in Section 28710 is true with respec…
§
Any person whose license is suspended or revoked shall immediately deliver the license to the commis…
§
Any person to whom an order is issued under Section 28709 or 28710 may apply to the commissioner to …
§
(a) If the commissioner finds that any of the factors set forth in Section 28709 is true with respec…
§
Sections 11041, 11042, and 11043 of the Government Code do not apply to the Commissioner of Financia…
§
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify,…
§
It shall be unlawful for any person willfully to make any untrue statement of a material fact in any…
§
It shall be unlawful for any person having custody of any of the books, accounts, or other records o…
§
It shall be unlawful for any person, with intent to deceive any director, officer, employee, auditor…
§
In this article, unless the context otherwise requires: (a) (1) “Associate,” when used with respect …
§
(a) A licensee shall not provide financial or managerial assistance to, or for the benefit of, any p…
§
Any person who willfully violates any provision under this chapter shall upon conviction be fined no…
§
Nothing in this division limits the power of the state to punish any person for any act which consti…
§
If, after notice and a hearing, the commissioner finds that any person has violated any provision of…
§
The provisions of Section 28900 are additional to, and not alternative to, other provisions of this …
§
No provision of this division imposing any liability applies to any act done or omitted in good fait…
§
(a) The commissioner may from time to time make, amend, and rescind the rules, forms, and orders tha…
§
The commissioner may honor requests from interested persons for interpretive opinions.
§
In any proceeding under this law, the burden of proving an exemption or an exception from a definiti…
§
Every final order, decision, license, or other official act of the commissioner is subject to judici…
§
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the comm…
§
If any provision of this division , or the application thereof to any person or circumstance, is hel…
§
Neither the commissioner nor any employee of the commissioner shall use any information which is fil…
§
(a) The program established by this division shall be supported from funds appropriated by the Legis…
§
Unless the provision or the context otherwise requires, the definitions set forth in this chapter go…
§
“Person” means an individual, partnership, corporation, limited liability company, or association, e…
§
(a) “Trustee” means a person executing a trust, as defined in this section. (b) “Trust” means any vo…
§
“Contract” includes any agreement, trade, or transaction.
§
“Securities” means all shares in any corporation or association or of trustees, bonds, coupons, scri…
§
“Commodities” means anything movable that is bought and sold.
§
“Bucket shop” means any room, office, store, building, or other place where any bucketing or bucket …
§
“Keeper” means any person owning, keeping, managing, operating, or promoting a bucket shop, or assis…
§
“Bucketing” or “bucket shopping” means any of the following: (a) Making or offering to make any cont…
§
Any person who makes or offers to make any contract constituting bucketing under Section 29008, or w…
§
Any person who communicates, receives, exhibits, or displays in any manner any statement of quotatio…
§
The felonies specified in this chapter are punishable, for each offense, if the offender is a corpor…
§
The prosecution, conviction, and punishment of a corporation under any provision of this chapter sha…
§
All contracts for the purchase or sale of shares of the capital stock of any corporation or associat…
§
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify,…
§
Every person doing business as a broker or making contracts as a broker or agent for the purchase or…
§
Every person shall, upon written demand therefor, furnish to any customer or principal for whom he h…
§
This division shall be known and may be cited as the “California Commodity Law of 1990.” References …
§
“Board of trade” means any person or group of persons engaged in buying or selling any commodity or …
§
“Business days” are all days other than every Saturday, every Sunday and such other days as are spec…
§
“Commissioner” means the Commissioner of Financial Protection and Innovation.
§
“Commodity” means, except as otherwise specified by the commissioner by rule or order, any agricultu…
§
(a) “Commodity contract” means any account, agreement, or contract for the purchase or sale, primari…
§
“Commodity Exchange Act” means the federal statute so named, as amended before or after January 1, 1…
§
“Commodity Futures Trading Commission” means the independent regulatory agency established by Congre…
§
“CFTC Rule” means any rule, regulation, or order of the Commodity Futures Trading Commission in effe…
§
“Commodity merchant” means any of the following, as defined or described in the Commodity Exchange A…
§
“Commodity option” means any account, agreement, or contract giving a party thereto the right but no…
§
“Financial institution” means (a) a national bank or a bank or trust company incorporated under the …
§
“Good funds” means the verified receipt of immediately available funds according to the applicable r…
§
“Offer” includes every offer to sell, offer to purchase, or offer to enter into a commodity contract…
§
“Person” means an individual, a corporation, a partnership, a limited liability company, an associat…
§
“Precious metal” means the following in either coin, bullion, or other form: (a) Silver. (b) Gold. (…
§
“Purchase price” means all funds paid by or on behalf of a purchaser to a seller of a commodity cont…
§
“Sale” or “sell” includes every sale, contract of sale, contract to sell, or disposition, for value.
§
Except as otherwise provided in Section 29530, 29531, or 29532, no person shall sell or purchase or …
§
(a) The prohibitions in Section 29520 shall not apply to any transaction offered by and in which any…
§
The prohibitions in Section 29520 shall not apply to the following: (a) An account, agreement, or tr…
§
The commissioner may by rule or order prescribe the terms and conditions of all transactions and con…
§
(a) No person shall engage in a trade or business or otherwise act as a commodity merchant unless th…
§
It is unlawful for any person, directly or indirectly, in connection with the purchase or sale of, t…
§
(a) Sections 29520, 29535, and 29536 apply to persons who sell or offer to sell when either of the f…
§
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify,…
§
(a) Whenever it appears to the commissioner that any person has engaged, or is about to engage, in a…
§
(a) The commissioner in his or her discretion (1) may make public or private investigations within o…
§
(a) If, in the opinion of the commissioner, any person is engaging or has engaged in any activity in…
§
The commissioner may refer the evidence that is available concerning any violation of this law, or o…
§
(a) Any person who willfully violates any provision of this law, or who willfully violates any rule …
§
(a) The commissioner may take actions that are authorized by Section 13a-2 of Title 7 of the United …
§
The commissioner in his or her discretion may honor requests from interested parties for interpretiv…
§
(a) Except as provided in subdivision (b), any person who willfully violates any provision of this l…
§
Nothing in this law limits the power of the state to punish any person for any conduct which constit…
§
Any person who materially assists in any violation of this law, or any rule or order of the commissi…
§
No action shall be maintained to enforce any liability under Section 29552 unless brought before the…
§
Every cause of action under this law survives the death of any person who might have been a plaintif…
§
Except as explicitly provided in this law, no civil liability in favor of any private party shall ar…
§
No provision of this law imposing any liability applies to any act done or omitted in good faith in …
§
The commissioner may from time to time make, amend, and rescind the rules, forms, and orders that ar…
§
In any proceeding under this law, the burden of proving an exemption or an exception from a definiti…
§
Every final order, decision, certificate, registration, or other official act of the commissioner is…
§
Nothing in this law, shall impair, derogate, or otherwise affect the authority or powers of the comm…
§
If any provision of this law or the application thereof to any person or circumstance is held invali…
§
Neither the commissioner nor any employee of the commissioner shall use any information which is fil…
§
(a) The program established by this division shall be supported from funds appropriated by the Legis…
§
This division may be known as the “Franchise Investment Law.” References in this division to “this l…
§
The Legislature hereby finds and declares that the widespread sale of franchises is a relatively new…
§
(a) To enhance the uniform and efficient administration, and the effective enforcement, of this divi…
§
Unless the context otherwise requires, the definitions in this part apply throughout this division.
§
“Advertisement” means any written or printed communication or any communication by means of recorded…
§
“Business days” are all days other than every Saturday, every Sunday, and such other days as are spe…
§
“Commissioner” means the Commissioner of Financial Protection and Innovation.
§
(a) “Franchise” means a contract or agreement, either expressed or implied, whether oral or written,…
§
For the purposes of this division and in respect only to a franchise as defined in subdivision (b) o…
§
A “franchisee” is a person to whom a franchise is granted.
§
A “franchisor” is a person who grants a franchise.
§
“Area franchise” means any franchise between a franchisor and a franchisee whereby the franchisee is…
§
“Subfranchise” means any contract or agreement between a franchisor and a subfranchisor whereby the …
§
A “subfranchisor” is a person to whom a subfranchise is granted.
§
Where used in this law, unless specifically stated otherwise, “franchise” includes “area franchise” …
§
“Franchise fee” means any fee or charge that a franchisee or subfranchisor is required to pay or agr…
§
“Fraud” and “deceit” are not limited to common law fraud or deceit.
§
(a) An offer or sale of a franchise is made in this state when an offer to sell is made in this stat…
§
“Order” means a consent, authorization, approval, prohibition or requirement applicable to a specifi…
§
“Person” means an individual, a corporation, a partnership, a limited liability company, a joint ven…
§
“Publish” means publicly to issue or circulate by newspaper, mail, radio or television, or otherwise…
§
“Rule” means any published regulation or standard of general application issued by the commissioner.
§
(a) “Sale” or “sell” includes every contract or agreement of sale of, a contract to sell, or disposi…
§
“State” means any state, territory, or possession of the United States, the District of Columbia and…
§
(a) “Franchise broker” means a person who directly or indirectly engages in the business of the offe…
§
There shall be exempted from any or all of the provisions of Chapter 2 (commencing with Section 3111…
§
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this par…
§
The offer or sale of a franchise by a franchisee for his own account or the offer or sale of the ent…
§
This division shall not be applicable to any transaction relating to a bank credit card plan. “Bank …
§
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this par…
§
Any offer, sale, or other transfer of a franchise, or any interest in a franchise, to a resident of …
§
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this par…
§
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) of this par…
§
There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110), any offer …
§
Any offer or sale of a franchise that meets all of the following requirements shall be exempt from C…
§
(a) There shall be exempted from the provisions of Chapter 2 (commencing with Section 31110) the off…
§
On and after April 15, 1971, it shall be unlawful for any person to offer or sell any franchise in t…
§
(a) The application for registration of an offer shall be filed with the commissioner upon the Unifo…
§
Any application or amendment under this law shall be signed and verified by the franchisor or by the…
§
If the commissioner finds that it is necessary and appropriate for the protection of prospective fra…
§
The application for registration shall be accompanied by a proposed franchise disclosure document, w…
§
The commissioner may summarily issue a stop order denying the effectiveness of or suspending or revo…
§
(a) Except as provided in subdivision (b), if no stop order under Section 31115 is in effect under t…
§
Upon the entry of a stop order under Section 31115 the commissioner shall promptly notify the applic…
§
The commissioner may vacate or modify a stop order if he or she finds that the conditions which caus…
§
(a) It is unlawful to sell any franchise in this state that is subject to registration under this la…
§
A franchise offering shall be deemed duly registered for a period of one year from the effective dat…
§
(a) The registration may be renewed for additional periods of one year each, unless the commissioner…
§
The registration renewal statement shall be in the form and content prescribed by the commissioner, …
§
A franchisor shall promptly notify the commissioner in writing, by an application to amend the regis…
§
An amendment to an application filed after the effective date of the registration of the sale of fra…
§
(a) An application for registration of a material modification of an existing franchise or of existi…
§
(a) A prospective franchisee seeking to buy an existing franchise, all or substantially all of the a…
§
Every franchisor or subfranchisor offering franchises for sale in this state shall at all times keep…
§
The commissioner may accept and act upon the opinions, appraisements and reports of any engineers, a…
§
Any document filed under this law or under the Corporate Securities Law of 1968 or a predecessor sta…
§
In any proceeding under this law, the burden of proving an exemption or an exception from a definiti…
§
(a) Neither (1) the fact that an application for registration under this law has been filed, nor (2)…
§
Every applicant for registration of an offer to sell franchises under this law, by other than a Cali…
§
No person shall publish in this state any advertisement offering a franchise subject to the registra…
§
No person shall publish any advertisement concerning any franchise in this state after the commissio…
§
(a) Notwithstanding any other law, the commissioner may by rule or order prescribe circumstances und…
§
It is unlawful for any person willfully to make any untrue statement of a material fact in any appli…
§
It is unlawful for any person to offer or sell a franchise in this state by means of any written or …
§
It is unlawful for any person willfully to make any untrue statement of a material fact in any state…
§
It is unlawful for any person to violate any order of the commissioner or condition to the effective…
§
(a) It is unlawful for any person to knowingly alter, destroy, mutilate, conceal, cover up, falsify,…
§
It is unlawful for any person to effect or attempt to effect a sale of a franchise in this state, ex…
§
If in the opinion of the commissioner any person is acting in violation of Section 31210, the commis…
§
No franchisor shall refuse to grant a franchise, or refuse to provide financial assistance, to a fra…
§
It shall be a violation of this division for any franchisor, directly or indirectly, through any off…
§
It shall be a violation of this division for any franchisor, directly or indirectly, through any off…
§
(a) Any person who offers or sells a franchise in violation of Section 31101, 31110, 31119, 31200, o…
§
Any person who violates Section 31201 shall be liable to any person (not knowing or having cause to …
§
Every person who directly or indirectly controls a person liable under Section 31300 or 31301, every…
§
(a) Any person who violates Section 31220 may be sued in the superior court in the county in which t…
§
No action shall be maintained to enforce any liability created under Section 31300 unless brought be…
§
No action shall be maintained to enforce any liability created under Section 31301 unless brought be…
§
Every cause of action under this chapter survives the death of any person who might have been a plai…
§
Nothing in this chapter shall limit any liability which may exist by virtue of any other statute or …
§
(a) Whenever it appears to the commissioner that any person has engaged or is about to engage in any…
§
In any proceeding under Section 31400, the court may prohibit, conditionally or unconditionally, and…
§
(a) The commissioner may in his discretion (1) make such public or private investigations within or …
§
If, in the opinion of the commissioner, the offer of any franchise is subject to registration under …
§
If, in the opinion of the commissioner, the offer of any franchise exempt from registration under th…
§
The commissioner may refer evidence that is available concerning any violation of this law or of any…
§
(a) Any person who violates any provision of this law, or who violates any rule or order made under …
§
(a) If, upon inspection or investigation, based upon a complaint or otherwise, the commissioner has …
§
(a) If, after examination or investigation, the commissioner has reasonable grounds to believe that …
§
(a) If the commissioner determines it is in the public interest, the commissioner may include in any…
§
Any person who willfully violates any provision of this law, or who willfully violates any rule or o…
§
Any person who willfully employs, directly or indirectly, any device, scheme, or artifice to defraud…
§
Nothing in this law limits the power of the state to punish any person for any conduct which constit…
§
When any person, including any nonresident of this state, engages in conduct prohibited or made acti…
§
(a) The commissioner shall charge and collect the fees fixed by this section. All fees and charges c…
§
Every final order, decision, license, or other official act of the commissioner is subject to judici…
§
The commissioner may from time to time make, amend and rescind such rules, forms, and orders as are …
§
All rules of the commissioner, other than those relating solely to the internal administration of th…
§
(a) All applications, reports and other papers and documents filed with the commissioner under this …
§
Upon request and at such reasonable charges as he prescribes by rule, the commissioner shall furnish…
§
(a) The commissioner may destroy any applications or orders, together with the files and folders, as…
§
The commissioner in his discretion may honor requests from interested persons for interpretive opini…
§
No provision of this law imposing any liability applies to any act done or omitted in good faith in …
§
Any condition, stipulation or provision purporting to bind any person acquiring any franchise to wai…
§
Any provision of a franchise agreement, franchise disclosure document, acknowledgment, questionnaire…
§
Whenever a person is entitled under this law to a hearing in accordance with the provisions of Chapt…
§
If any provision of this law or the application thereof to any person or circumstance is held invali…
§
Prior law exclusively governs all suits, actions, prosecutions or proceedings which are pending or m…
§
Nothing in this law is intended to preclude the applicability of the Real Estate Law, Part 1 (commen…
§
(a) A franchise broker shall register by filing online all of the following with the commissioner: (…
§
(a) A registered franchise broker shall promptly notify the commissioner in writing by an applicatio…
§
(a) The commissioner may summarily issue a stop order suspending or revoking any registration under …
§
A registered franchise broker offering a franchise for sale in this state shall keep and maintain a …
§
A registered franchise broker is subject to, and shall comply with, all of the following: (a) Sectio…
§
(a) It is unlawful for a franchise broker to offer or sell a franchise in this state unless the fran…
§
(a) It is unlawful for a franchise broker to communicate with a prospective franchisee about investi…
§
For purposes of this part, the Uniform Franchise Broker Disclosure Document shall contain all of the…
§
The implementation of this part is contingent upon an appropriation for its purposes by the Legislat…
§
The following acts and sections are repealed: GENERAL LAWS Year: Ch: Page Year: Ch: Page Year: Ch: P…
§
The following acts and sections are repealed: GENERAL LAWS Year:Ch:Page Year:Ch:Page Year: Ch: Page …
§
The following acts and code sections are repealed: GENERAL LAWS Year Ch: Page 1869-70 129 123 CIVIL …
§
The following acts and code sections are repealed: GENERAL LAWS Year: Ch: Page 1911 :572 :1093 1933 …
§
Chapter 183 of the Statutes of 1941 is repealed.
§
The Corporate Securities Act (Chapter 532 of the Statutes of 1917) is repealed.
§
Chapter 784 of the Statutes of 1937 is repealed.
§
Chapter 1035 of the Statutes of 1945 is repealed.
§
Chapter 226 of the Statutes of 1923 is repealed.