California

Corporations Code

2,433 sections, each with the official text and a plain-English explanation of what it means for you.

• § 1 — This act shall be known as the Corporations Code.
• § 10 — “Section” means a section of this code unless some other statute is specifically mentioned.
• § 100 — (a) This division shall be known and may be cited as the General Corporation Law.
• § 1000 — Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or
• § 10000 — The provisions of this part apply to all corporations sole organized either before or after March 30, 1878, whether or not the corporations organized before have elected to continue their existence un
• § 100000 — The following acts and sections are repealed: GENERAL LAWS Year: Ch: Page Year: Ch: Page Year: Ch: Page Secs.
• § 100001 — The following acts and sections are repealed: GENERAL LAWS Year:Ch:Page Year:Ch:Page Year: Ch: Page 1871-2:566:826 1877-8:450:695 1915:190: 422 1873-4:216:320 1877-8:561:883 1931:862:1762 Secs.
• § 100002 — The following acts and code sections are repealed: GENERAL LAWS Year Ch: Page 1869-70 129 123 CIVIL CODE Sections Sections Sections 2395 2420 2481 239
• § 100003 — The following acts and code sections are repealed: GENERAL LAWS Year: Ch: Page 1911 :572 :1093 1933 :409 :1037 1933 :869 :2249 1945 :144 : 630 CIVIL C
• § 100004 — Chapter 183 of the Statutes of 1941 is repealed.
• § 100005 — The Corporate Securities Act (Chapter 532 of the Statutes of 1917) is repealed.
• § 100006 — Chapter 784 of the Statutes of 1937 is repealed.
• § 100007 — Chapter 1035 of the Statutes of 1945 is repealed.
• § 100008 — Chapter 226 of the Statutes of 1923 is repealed.
• § 10001 — Any corporation sole formed prior to March 30, 1878, and existing under the laws of this State may elect to continue its existence under this part by filing a certificate to that effect, under its cor
• § 10002 — A corporation sole may be formed under this part by the bishop, chief priest, presiding elder, or other presiding officer of any religious denomination, society, or church, for the purpose of administ
• § 10003 — The articles of incorporation shall state: (a) The name of the corporation.
• § 10004 — The articles of incorporation may state any desired provision for the regulation of the affairs of the corporation in a manner not in conflict with law, including restrictions upon the power to amend
• § 10005 — The articles shall be signed and verified by the bishop, chief priest, presiding elder, or other presiding officer forming the corporation and shall be submitted to the Secretary of State for filing i
• § 10007 — Every corporation sole may: (a) Sue and be sued, and defend, in all courts and places, in all matters and proceedings whatever.
• § 10008 — Every corporation sole has perpetual existence and also has continuity of existence, notwithstanding vacancies in the incumbency thereof.
• § 10009 — Any judge of the superior court in the county in which a corporation sole has its principal office shall at all times have access to the books of the corporation.
• § 1001 — (a) A corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms are approved by the board, and, unless the transa
• § 10010 — The chief officer of a corporation sole may at any time amend the articles of incorporation of the corporation changing its name, the term of its existence, its territorial jurisdiction, or the manner
• § 10012 — A corporation sole may be dissolved and its affairs wound up voluntarily by filing with the Secretary of State a declaration of dissolution executed, signed, and verified by the chief officer of the c
• § 10013 — The declaration of dissolution shall set forth all of the following: (a) The name and entity number of the corporation as they exist on the Secretary of State’s records.
• § 10014 — The declaration shall be submitted to the Secretary of State for filing in his office.
• § 10015 — After the debts and obligations of the corporation are paid or adequately provided for, any assets remaining shall be transferred to the religious organization governed by the corporation sole, or to
• § 1002 — Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting for
• § 101 — Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division.
• § 102 — (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that are not subject
• § 10200 — Every corporation organized or existing under Part 3 (commencing with Section 10200) of Division 2 in effect on December 31, 1979, is subject to and deemed to be a nonprofit public benefit corporation
• § 10250 — (a) Any corporation organized under the provisions of or for the purposes set forth in Part 6 (commencing with Section 10000) of this division or organized on or prior to December 31, 1979, under the
• § 10251 — (a) “Educational institution,” as used in this section, means any nonprofit corporation organized under Chapter 4 (commencing with Section 94400) or Chapter 7 (commencing with Section 94700) of Part 5
• § 103 — Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act of the Congress of the United States, all of the capital stoc
• § 104 — Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as it may be amended from time to time, whethe
• § 10400 — Corporations for the prevention of cruelty to animals may be formed under the Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110)) by 20 or more persons, who shall be citiz
• § 10403 — Every such corporation may take by gift, purchase, devise, or bequest, any property, real or personal, and hold it or dispose thereof at its pleasure; but no such corporation shall hold real property
• § 10404 — Any such corporation, or humane officer thereof, may proffer a complaint against any person, before any court or magistrate having jurisdiction, for the violation of any law relating to or affecting a
• § 10405 — All magistrates, sheriffs, and officers of police shall, as occasion may require, aid any such corporation, its officers, members, and agents, in the enforcement of all laws relating to or affecting a
• § 10406 — This part applies to all corporations for the prevention of cruelty to animals, whether formed prior to or after May 20, 1905, but does not apply to any association, society, or corporation that uses
• § 105 — A corporation or association may be sued as provided in the Code of Civil Procedure.
• § 106 — Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the
• § 107 — No corporation, social purpose corporation, association, or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.
• § 10700 — As used in this part, “public agency” includes every port district, river port district, municipal port district, harbor district, harbor improvement district, joint harbor improvement district, Board
• § 10701 — Every public agency owning or operating any port or marine terminal and every public agency organized for such purposes may associate itself with other public agencies, private corporations or individ
• § 10702 — For the purposes of this part, of the Nonprofit Mutual Benefit Corporation Law, and of the General Corporation Law of this state, every public agency and private corporation qualifying under this part
• § 10703 — If, when, and during such times as public agencies or individuals duly authorized to represent them and act in their behalf constitute a majority of the incorporators or of the directors and are entit
• § 108 — The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of
• § 10810 — A nonprofit corporation may be formed under Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) of this division for the purposes of defraying or assuming the cost of profes
• § 10811 — Any nonprofit corporation described in Section 10810 which defrays or assumes some portion or all of the costs of refractions or eye appliances shall offer an equal opportunity to render professional
• § 10812 — The provisions of Sections 10810 and 10811 of this article apply to corporations formed on or after January 1, 1980, under Part 2 or Part 3 of this division and pursuant to this article and to corpora
• § 10820 — (a) “Health care service plan,” as used in this section means a corporation which is a health care service plan defined in the Knox-Keene Health Care Service Plan Act of 1975 (Chapter 2.
• § 10821 — Notwithstanding any other provision of this division, as to a health care service plan which is formed under or subject to Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110
• § 10830 — A nonprofit corporation may be formed under Part 3 (commencing with Section 7110) of this division for the purposes of administering a system or systems of defraying the cost of professional services
• § 10831 — The provisions of this article apply to corporations formed on or after January 1, 1980, under Part 3 of this division and pursuant to this article and to corporations existing on December 31, 1979, a
• § 10840 — (a) “Hospital service plan,” as used in this section means a corporation which is a nonprofit hospital service plan defined in Chapter 11a (commencing with Section 11491) of Part 2 of Division 2 of th
• § 10841 — Notwithstanding any other provision of this division, as to a hospital service plan which is formed under or subject to Part 2 (commencing with Section 5110) or Part 3 (commencing with Section 7110) o
• § 109 — (a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to any misstatement of fact contained the
• § 109.5 — (a) Provisions of the articles described in paragraph (3) of subdivision (g) of Section 202 and subdivisions (a) and (b) of Section 204 may be made dependent upon facts ascertainable outside the artic
• § 11 — The present tense includes the past and future tenses, and the future tense includes the present.
• § 110 — (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the dat
• § 110.5 — The Secretary of State may cancel the filing of articles of a domestic corporation, including articles effecting a conversion, or the filing of a statement and designation by a foreign corporation if
• § 1100 — Any two or more corporations may be merged into one of those corporations.
• § 1101 — (a) The board of each corporation that desires to merge shall approve an agreement of merger.
• § 1101.1 — Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction if the Commissioner of Financial Protection and Innovation, the Insurance Commissioner, or the Publi
• § 1102 — Each corporation shall sign the agreement by its chairperson of the board, president or a vice president and secretary or an assistant secretary acting on behalf of their respective corporations.
• § 1103 — After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200), the surviving corporation shall file a copy of t
• § 1104 — Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the outstanding shares (Secti
• § 1105 — The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the outstanding s
• § 1106 — A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conc
• § 1107 — (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to all the rights and prope
• § 1107.5 — (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign co
• § 1108 — (a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by the laws under which they are formed to effe
• § 1109 — Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another domestic or foreign corporation or ot
• § 111 — All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision (a)(7) of Section 204.
• § 1110 — (a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares of each class, of a corporation or corpora
• § 1111 — If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved by the affirmative vote of at least two-thirds
• § 1112 — If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, or
• § 1112.5 — If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a social purpose corporation, both of the following shall apply: (a) The merger sh
• § 1113 — (a) Any one or more corporations may merge with one or more other business entities (Section 174.
• § 112 — If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602 to a majority or other proportion of shares means, as to such matter, a
• § 113 — Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted.
• § 114 — All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings, and sim
• § 115 — As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted audi
• § 1150 — For purposes of this chapter, the following definitions shall apply: (a) “Converted corporation” means a corporation that results from a conversion of a domestic other business entity, foreign other b
• § 1151 — (a) A corporation may be converted into a domestic other business entity, foreign other business entity, or foreign corporation pursuant to this chapter if, pursuant to the proposed conversion, (1) ea
• § 1152 — (a) A corporation that desires to convert to a domestic other business entity, foreign other business entity, or foreign corporation shall approve a plan of conversion.
• § 1153 — (a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation, the converting corporation shall cause the filing of all document
• § 1154 — (a) To enforce an obligation of a corporation that has converted to a foreign corporation or foreign other business entity, the Secretary of State shall only be the agent for service of process in an
• § 1155 — (a) To convert a corporation: (1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the certificate of limited partnership for the c
• § 1156 — (a) Whenever a corporation or other business entity having any real property in this state converts into a corporation or an other business entity pursuant to the laws of this state or of the state or
• § 1157 — (a) A domestic other business entity, foreign other business entity, or foreign corporation may be converted into a corporation pursuant to this chapter only if the converting entity is authorized by
• § 1158 — (a) An entity that converts into another entity pursuant to this chapter is for all purposes other than for the purposes of Part 10 (commencing with Section 17001) of, Part 10.
• § 1159 — The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation involved in a reorganization requiring th
• § 116 — Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption under that subdivision.
• § 117 — Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the voting rights thereof, unless expressly limited to
• § 118 — Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following: (a) The time a written notice by mail is deposited in the United
• § 119 — (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party i
• § 12 — The masculine gender includes the feminine and neuter.
• § 12.2 — “Spouse” includes “registered domestic partner,” as required by Section 297.
• § 1200 — A reorganization (Section 181) or a share exchange tender offer (Section 183.
• § 12000 — Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be organized under: (a) The General Corporation Law (Di
• § 1201 — (a) The principal terms of a reorganization shall be approved by the outstanding shares (Section 152) of each class of each corporation the approval of whose board is required under Section 1200, exce
• § 1201.5 — (a) The principal terms of a share exchange tender offer (Section 183.
• § 1202 — (a) In addition to the requirements of Section 1201, the principal terms of a merger reorganization shall be approved by all the outstanding shares of a corporation if the agreement of merger provides
• § 1203 — (a) If a tender offer, including a share exchange tender offer (Section 183.
• § 12200 — This part shall be known as the Cooperative Corporation Law.
• § 12201 — Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part for any lawful purpose provided tha
• § 12201.5 — (a) Notwithstanding Section 12201, the net earnings and losses of a worker cooperative shall be apportioned and distributed at the time and in the manner specified in the articles of incorporation or
• § 12202 — (a) The provisions of this part apply to corporations existing pursuant to Part 2 (commencing with Section 12200) of Division 3 of Title 1 in effect immediately prior to January 1, 1984.
• § 12203 — Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part.
• § 12210 — A corporation may be sued as provided in the Code of Civil Procedure.
• § 12211 — Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment of corporate property.
• § 12212 — The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of
• § 12213 — Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact contained therein, any defect in the execution
• § 12214 — (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of
• § 12214.5 — The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation.
• § 12214.6 — (a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement pursuant to Section 12570 during the preceding 24 months,
• § 12215 — Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted.
• § 12216 — If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority or other proportion of members mean, as to such matters, a majorit
• § 12217 — All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis of accounting which reason
• § 12218 — As used in this part, “independent accountant” means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted auditi
• § 12219 — Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid;
• § 12220 — A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report pursuant to this part when addressed and mai
• § 12220.5 — (a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party i
• § 12221 — “Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code;
• § 12222 — “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not with
• § 12223 — “Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 12463) of a majority of the votes entitled to be cast.
• § 12224 — “Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (whi
• § 12225 — “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation.
• § 12226 — “Bylaws” includes amendments thereto and amended bylaws.
• § 12227 — “Board” means the board of directors of the corporation.
• § 12228 — “Business corporation” means a corporation as defined in Section 162 of the General Corporation Law.
• § 12228.3 — “Capital account cooperative” is a worker cooperative in which the entire net book value is reflected in member capital accounts, one for each member, and an unallocated capital account, if any.
• § 12228.5 — For the purposes of this part, all references to “chairperson of the board,” other than in Section 12353, shall be deemed to refer to all permissible titles for a chair of the board, as permitted by S
• § 12229 — “Chapter” refers to a chapter of this part unless otherwise expressly stated.
• § 12230 — “Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights with respect to voting, dissolution, redemp
• § 12230.5 — “Collective board worker cooperative” means a worker cooperative in which there is only one class of members consisting of worker-members, all of whom are members of the board.
• § 12231 — “Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation.
• § 12232 — “Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization.
• § 12233 — “Directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or
• § 12234 — “Disappearing corporation” means a constituent corporation which is not the surviving corporation.
• § 12235 — “Distribution” means the distribution of any gains, profits or dividends to any member as such, but does not include patronage distributions.
• § 12236 — “Domestic corporation” means a corporation formed under the laws of this state.
• § 12237 — “Foreign corporation” means a foreign corporation as defined in Section 171.
• § 12238 — (a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors, or possesses proprietary i
• § 12239 — A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this part.
• § 12240 — “Membership certificate,” as used in this part, means a document evidencing a proprietary interest in a corporation.
• § 12241 — “Officers’ certificate” means a certificate signed and verified by the chair of the board, the president, or any vice president, and by the secretary, the chief financial officer, the treasurer, or an
• § 12242 — “On the certificate,” as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on the face.
• § 12242.5 — “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a
• § 12242.6 — “Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred, or exchanged in a merge
• § 12243 — (a) (1) If the corporation is organized to provide goods or services to its members, the corporation’s “patrons” are those who purchase those types of goods from, or use those types of services of, th
• § 12244 — “Patronage distribution” means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron’s patronage of the corporation.
• § 12245 — “Person,” unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership
• § 12245.2 — “Preferred memberships” means memberships that have a preference over any other memberships with respect to distribution of assets on liquidation or with respect to payment of distributions.
• § 12246 — “Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of Sacramento.
• § 12246.2 — “Series” of memberships means memberships within a class of memberships that have the same rights, privileges, preferences, restrictions, and conditions, but that differ in one or more rights, privile
• § 12247 — “Shareholder” shall have the same meaning as “member” as defined in Section 12238.
• § 12248 — “Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12240.
• § 12249 — “Surviving corporation” means a corporation into which one or more other corporations are merged.
• § 12250 — “Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death, resignation, removal, change in the number of
• § 12251 — “Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the same in either: (a) An affidavit signed by t
• § 12252 — “Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to Section 12463.
• § 12253 — (a) “Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some conditi
• § 12253.5 — “Worker cooperative” or “employment cooperative” means a corporation formed under this part that includes a class of worker-members who are natural persons whose patronage consists of labor contribute
• § 12254 — “Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code.
• § 12255 — “Written ballot” does not include a ballot distributed at a special or regular meeting of members.
• § 12256 — A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part.
• § 12300 — (a) One or more persons may form a corporation under this part by executing and filing articles of incorporation.
• § 12301 — (a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its
• § 12302 — (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financia
• § 12302.1 — The Secretary of State shall not file articles for a corporation the name of which would fall within the prohibitions of Section 18104 of the Financial Code.
• § 12310 — The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation.
• § 12310.5 — (a) A corporation organized under this part may elect to be governed as a worker cooperative by making the following statement in its articles of incorporation or its amended articles of incorporation
• § 12311 — (a) The names of all corporations formed under this part shall include “cooperative.
• § 12312 — The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.
• § 12313 — (a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) A provision limiting the duration of
• § 12314 — The articles of incorporation of a central organization, as defined in Section 12256, organized under or subject to this part may provide for unequal voting power of its members based upon the number
• § 12315 — For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the cor
• § 12316 — If initial directors have not been named in the articles of incorporation, the incorporators may do whatever is necessary and proper to perfect the organization of the corporation, including the adopt
• § 12317 — (a) A worker cooperative may, in its articles or bylaws, establish itself as a capital account cooperative.
• § 12320 — Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this part and any other applicable laws, a corporation, in carrying out its activities, shall
• § 12321 — (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powers, contained in or impli
• § 12330 — (a) Except as provided in subdivision (c) and Sections 12331, 12360, 12364, 12462, and 12484, bylaws may be adopted, amended, or repealed by the board unless the action would do any of the following:
• § 12331 — (a) The bylaws shall set forth (unless such provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation, or
• § 12332 — A corporation may provide in its bylaws for delegates having some or all of the authority of members.
• § 12333 — A corporation may provide in its bylaws for voting by its members or delegates on the basis of chapter or other organizational unit, or by region or other geographic grouping.
• § 12340 — Every corporation shall keep at its principal office in this state the original or a copy of its articles and bylaws as amended to date, which shall be open to inspection by the members at all reasona
• § 12350 — Each corporation shall have a board of directors.
• § 12351 — (a) Unless otherwise provided in the articles or in the bylaws: (1) Meetings of the board may be called by the chair of the board or the president or any vice president or the secretary or any two dir
• § 12352 — (a) The board may, by resolution adopted by a majority of the number of directors then in office, provided that a quorum is present, create one or more committees, each consisting of two or more direc
• § 12353 — (a) A corporation shall have (1) a chair of the board, who may be given the title chair, chairperson, chair of the board, or chairperson of the board, or a president or both, (2) a secretary, (3) a tr
• § 12354 — Subject to the provisions of subdivision (a) of Section 12321, any note, mortgage, evidence of indebtedness, contract, conveyance or other instrument in writing, and any assignment or endorsement ther
• § 12355 — The original or a copy in writing or in any other form capable of being converted into clearly legible tangible form of the bylaws or of the minutes of any incorporators’, members’, directors’, commit
• § 12360 — (a) Except as provided in subdivision (d), directors shall be elected for terms of not longer than four years, as fixed in the articles or bylaws.
• § 12361 — The board may declare vacant the office of a director whose eligibility for election as a director has ceased, or who has been declared of unsound mind by a final order of court, or convicted of a fel
• § 12362 — (a) Subject to subdivisions (b), (c) and (g), any or all directors may be removed without cause if one of the following applies: (1) In a corporation with fewer than 50 members, the removal is approve
• § 12363 — The superior court of the proper county may, at the suit of a director, or members possessing 5 percent of the voting power, remove from office any director in case of fraudulent or dishonest acts or