California

Corporations Code

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

• § 13227 — If the association is organized with shares of stock, the articles shall state the number of shares which may be issued and if the shares are to have a par value, the par value of each share, and the
• § 13228 — If the shares are to be classified, the articles shall contain a description of the classes of shares and a statement of the number of shares of each kind or class and the nature and extent of the pre
• § 13229 — If the association is organized without shares of stock, the articles shall state whether the voting power and the property rights and interest of each member are equal or unequal; and if unequal the
• § 13230 — The articles of incorporation of any association may be altered or amended in the manner and for the purposes prescribed by the General Corporation Law for domestic corporations.
• § 13240 — Each association shall within 30 days after its incorporation, adopt for its government and management, a code of by-laws, not inconsistent with this part.
• § 13241 — The by-laws shall prohibit the transfer of the common stock or membership certificates of the associations to persons not engaged in the production of the products handled by the association.
• § 13242 — The by-laws may provide: (a) The number of members constituting a quorum.
• § 13243 — The by-laws may provide: (a) The amount of entrance, organization and membership fees, if any; the manner and method of collection of the same; and the purposes for which they may be used.
• § 13244 — The by-laws may provide: (a) The number and qualification of members of the association and the conditions precedent to membership or ownership of common stock.
• § 13245 — The by-laws may provide for the time, place, and manner of calling and conducting meetings of the association.
• § 13246 — The by-laws may provide that the territory in which the association has members shall be divided into districts and that directors shall be elected from the several districts.
• § 13247 — The by-laws may provide that the territory in which the association has members shall be divided into districts, and that the directors shall be elected by representatives or advisers, who themselves
• § 13248 — The by-laws may provide that primary elections shall be held to nominate directors.
• § 13249 — The by-laws may provide that one or more directors may be nominated by any public official or commission or by the other directors selected by the members.
• § 13250 — The by-laws may provide that directors shall be elected for terms of from one to five years; provided, that at each annual election the same fraction of the total number of directors shall be elected
• § 13251 — The by-laws may provide for an executive committee and may allot to such committee all the functions and powers of the board of directors, subject to the general direction and control of the board.
• § 13275 — The affairs of the association shall be managed by a board of not less than three directors, elected by the members from their own number.
• § 13276 — Meetings of the board of directors may be held at any place within or without the State fixed by a quorum thereof unless otherwise provided in the articles of incorporation or by-laws.
• § 13277 — When a vacancy on the board of directors occurs other than by expiration of term, the remaining members of the board, by a majority vote, shall fill the vacancy, provided that when the by-laws provide
• § 13278 — The directors shall elect from their number a president and one or more vice presidents.
• § 13279 — An association may provide a fair remuneration for the time actually spent by its officers and directors in its service and for the service of the members of its executive committee.
• § 13290 — Any member may bring charges against an officer or director by filing them in writing with the secretary of the association, together with a petition signed by 5 percent of the members, requesting the
• § 13291 — Except as provided in Section 13293, the removal shall be voted upon at the next regular or special meeting of the association and, by a vote of a majority of the members, the association may remove t
• § 13292 — The director or officer, against whom such charges have been brought, shall be informed in writing of the charges previous to the meeting and shall have an opportunity at the meeting to be heard in pe
• § 13293 — If the by-laws provide for election of directors by districts with primary elections in each district, the petition for removal of a director shall be signed by 20 percent of the members residing in t
• § 13300 — (a) Under the terms and conditions prescribed in the by-laws, an association may admit as members, or issue common stock to, only such persons as are engaged in the production of fishery products to b
• § 13301 — When a member of an association established without shares of stock has paid his membership fee in full, he shall receive a certificate of membership.
• § 13302 — No member shall be liable for the debts of the association to an amount exceeding the sum remaining unpaid on his membership fee or his subscription to the capital stock, including any unpaid balance
• § 13303 — Meetings of members shall be held at the place as provided in the by-laws; and if no provision is made, in the city where the principal place of business is located at a place designated by the board
• § 13304 — In case of the expulsion of a member, and where the by-laws do not provide any procedure or penalty, the board of directors shall equitably and conclusively appraise his property interest in the assoc
• § 13310 — No association shall issue a certificate for stock to a member until it has been fully paid for.
• § 13311 — One class of stock shall always be known as common stock and voting power may be restricted to holders of common stock.
• § 13312 — There shall be printed upon each common stock certificate a statement that the transfer thereof to any person not engaged in the production of the products handled by the association is prohibited by
• § 13313 — Except as to the matters and things stated in the articles of incorporation no distinction shall exist between classes of stock or the holders thereof.
• § 13314 — If an association issues nonpar value stock the issuance of such stock shall be governed by the terms of the General Corporation Law covering the issuance of nonpar value stock in domestic corporation
• § 13315 — An association may, at any time, as specified in the by-laws, except when the debts of the association exceed 50 percent of its assets, buy in or purchase its common stock at the book value thereof, a
• § 13316 — Whenever an association, organized with preferred shares of stock, purchases the stock or any property, or any interest in any property of any person, it may discharge the obligations so incurred, who
• § 13325 — An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utiliz
• § 13326 — An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members.
• § 13327 — An association may act as the agent or representative of any member or members in any of the two next preceding sections.
• § 13328 — An association may establish reserves and invest the funds thereof in bonds or in such other property as may be provided in the by-laws.
• § 13329 — An association may purchase or otherwise acquire, hold, own, and exercise all rights of ownership in, sell, transfer, pledge, or guarantee the payment of dividends or interest on, or the retirement or
• § 13330 — An association may buy, hold and exercise all privileges or ownership, over such real or personal property as may be necessary or convenient for the conduct and operation of any of the business of the
• § 13331 — An association may levy assessments in the manner and in the amount provided in its by-laws.
• § 13332 — An association may do each and every thing necessary, suitable or proper for the accomplishment of any one of the purposes or the attainment of any one or more of the objects enumerated in this articl
• § 13333 — An association may use or employ any of its facilities for any purpose; provided, the proceeds arising from such use and employment go to reduce the cost of operation for its members; but the fishery
• § 13334 — An association may organize, form, operate, own, control, have an interest in, own stock of, or be a member of any other corporation or corporations, with or without capital stock and engaged in prese
• § 13335 — Any association may, upon resolution adopted by its board of directors, enter into all necessary and proper contracts and agreements and make all necessary and proper stipulations, agreements and cont
• § 13350 — An association and its members may make and execute marketing contracts, requiring the members to sell, for any period of time, not over 15 years, all or any specified part of their fishery products o
• § 13351 — If the members contract a sale to the association, it shall be conclusively held that title to the products passes absolutely and unreservedly, except for recorded liens, to the association upon deliv
• § 13352 — The contract may provide that the association may sell or resell the fishery products delivered by its members, with or without taking title thereto; and pay over to its members the resale price, afte
• § 13353 — The marketing contract may fix, as liquidated damages, specific sums to be paid by the member to the association upon the breach by him of any provision of the marketing contract regarding the sale or
• § 13354 — In the event of any such breach or threatened breach of such marketing contract by a member the association shall be entitled to an injunction to prevent the further breach of the contract and to a de
• § 13355 — In any action upon such marketing agreements, it shall be conclusively presumed that a landlord or lessor is able to control the delivery of fishery products produced by his equipment by tenants, or o
• § 13356 — A contract entered into by a member of an association, providing for the delivery to such association of products produced or acquired by the member, may be specifically enforced by the association to
• § 13400 — This part shall be known and may be cited as the “Moscone-Knox Professional Corporation Act.
• § 13401 — As used in this part: (a) “Professional services” means any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Bus
• § 13401.3 — As used in this part, “professional services” also means any type of professional services that may be lawfully rendered only pursuant to a license, certification, or registration authorized by the Ya
• § 13401.5 — Notwithstanding subdivision (d) of Section 13401 and any other provision of law, the following licensed persons may be shareholders, officers, directors, or professional employees of the professional
• § 13402 — (a) This part shall not apply to any corporation now in existence or hereafter organized which may lawfully render professional services other than pursuant to this part, nor shall anything herein con
• § 13403 — The provisions of the General Corporation Law shall apply to professional corporations, except where such provisions are in conflict with or inconsistent with the provisions of this part.
• § 13404 — A corporation may be formed under the General Corporation Law or pursuant to subdivision (b) of Section 13406 for the purposes of qualifying as a professional corporation in the manner provided in thi
• § 13404.5 — (a) A foreign professional corporation may qualify as a foreign corporation to transact intrastate business in this state in accordance with Chapter 21 (commencing with Section 2100) of Division 1.
• § 13405 — (a) Subject to the provisions of Section 13404, a professional corporation may lawfully render professional services in this state, but only through employees who are licensed persons.
• § 13406 — (a) Subject to the provisions of subdivision (b), shares of capital stock in a professional corporation may be issued only to a licensed person or to a person who is licensed to render the same profes
• § 13407 — Shares in a professional corporation or a foreign professional corporation qualified to render professional services in this state may be transferred only to a licensed person, to a shareholder of the
• § 13408 — The following shall be grounds for the suspension or revocation of the certificate of registration of a professional corporation or a foreign professional corporation qualified to render professional
• § 13408.5 — A professional corporation shall not be formed so as to cause any violation of law, or any applicable rules and regulations, relating to fee splitting, kickbacks, or other similar practices by physici
• § 13409 — (a) Subject to Section 201, a professional corporation may adopt any name permitted by a law expressly applicable to the profession in which the corporation is engaged or by a rule or regulation of th
• § 13410 — (a) A professional corporation or a foreign professional corporation qualified to render professional services in this state shall be subject to the applicable rules and regulations adopted by, and al
• § 14 — “County” includes “city and county.
• § 1400 — (a) Any domestic corporation with respect to which a proceeding has been initiated under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations
• § 14000 — This chapter shall be known and may be cited as the California Small Business Financial Development Corporation Law.
• § 14001 — (a) It is the intent of the Legislature in enacting this chapter to promote the economic development of small businesses through the California Small Business Finance Center by making available capita
• § 14002 — If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions or applications of the chapter which can b
• § 14003 — Unless the context otherwise requires, the definitions in this section shall govern the construction of this chapter.
• § 14004 — (a) The program manager shall do all of the following: (1) Administer this chapter.
• § 14004.1 — (a) The California Small Business Board is hereby continued and created as an advisory board to the California Infrastructure and Economic Development Bank Board, the executive director, and the progr
• § 14004.2 — The bank board shall approve new corporations recommended by the program manager, based on an examination of each of the following: (a) Review of the articles of incorporation and bylaws of the corpor
• § 14005 — Upon approval by the bank board to become a corporation, an entity shall adopt or amend its articles of incorporation to comply with the following: (a) The name of the corporation shall include the wo
• § 14006 — If the bank board concurs with the findings of the program manager pursuant to Section 14004, the bank board shall direct the program manager to approve the articles of incorporation and endorse the a
• § 14007 — (a) The corporation’s existence as a small business financial development corporation begins upon the filing of the articles with the Secretary of State and continues perpetually, unless otherwise exp
• § 14009 — (a) Each corporation shall have provisions establishing a grievance procedure for employees, clients, or potential clients, to appeal a decision or obtain redress of an action done by the staff or loa
• § 1401 — (a) A certificate of any amendment, change or alteration or of dissolution or any agreement of merger made by a corporation pursuant to Section 1400 and executed as provided in subdivision (b), shall
• § 1401.5 — (a) A trustee, liquidating agent, responsible officer, or other representative appointed by the court for a corporation subject to an order for relief entered in a case under Chapter 11 (commencing wi
• § 14011 — The Nonprofit Public Benefit Corporation Law (Part 2 (commencing with Section 5110) of Division 2 of this title) applies to corporations formed under this chapter, except as to matters otherwise provi
• § 14012 — For six months following the establishment of a corporation, commencing upon filing of the articles of incorporation with the Secretary of State, a corporation shall be on probation.
• § 14013 — The corporate powers of a corporation shall be exercised by its board of directors.
• § 14014 — The bank shall enter into a contract with each corporation that shall require that: (a) A person may not serve on a corporation’s board of directors who is not a resident of, or person conducting busi
• § 14015 — If any director ceases to meet the qualifications established in Section 14014, he or she shall immediately vacate his or her position as a director and the position shall be deemed vacant.
• § 14016 — If any vacancy occurs in the elective membership of the board of directors through death, resignation, or otherwise, the remaining directors shall elect a person representing the appropriate category
• § 14017 — The bank board shall direct the program manager to establish new small business financial development corporations pursuant to the directives and requirements.
• § 14018 — Every corporation shall provide for, and maintain a central staff to perform, all administrative requirements of the corporation, including all those functions required of a corporation by the contrac
• § 14019 — Reasonable costs incurred by a corporation in the creation and maintenance of a central staff shall be paid to the corporation from state funds, including a portion of the interest earned on the expan
• § 1402 — The provisions of this chapter shall cease to apply to a corporation upon the entry of a final decree in the reorganization proceeding closing the case and discharging the trustee or trustees, if any,
• § 14020 — A corporation shall report to the program manager, or his or her designated representative, all statistical and other reports required by this chapter and Chapter 6 (commencing with Section 63088) of
• § 14021 — A corporation shall make a report to the program manager, as required by Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.
• § 14022 — It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer, director, contractor, or employee of a corporation, or who is a mem
• § 14023 — It shall be unlawful for a member of the bank board or for the executive director, program manager, or any person who is an officer or director of a corporation, or who is an employee of the Californi
• § 14024 — Violation of any provision of this article shall constitute a felony.
• § 1403 — For filing any certificate, agreement or other paper pursuant to this chapter there shall be paid to the Secretary of State the same fees as are payable by corporations not in reorganization proceedin
• § 14200 — The Legislature finds and declares that the formation of employee-owned businesses and the participation of employees in the management of businesses in this state will promote the stabilization of lo
• § 14300 — (a) Any corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes may provide, and any corporation organized for or engaged
• § 14300.5 — For purposes of this chapter, “public water system” shall have the same meaning as provided in Section 116275 of the Health and Safety Code.
• § 14301 — A corporation, including a nonprofit corporation organized for or engaged in the business of developing, distributing, supplying, or delivering water for irrigation or domestic use, or both, may provi
• § 14301.1 — (a) No later than December 31, 2012, each mutual water company that operates a public water system shall submit to the local agency formation commission for its county a map depicting the approximate
• § 14301.2 — Each board member of a mutual water company that operates a public water system shall comply with the training requirements set out in subdivision (a) of Section 116755 of the Health and Safety Code.
• § 14301.3 — (a) All construction on public water systems operated by a mutual water company shall be designed and constructed to comply with the applicable California Waterworks standards, as provided in Chapter
• § 14302 — Whenever the owner of real property to which water stock by the terms of the certificate thereof is appurtenant at the time of conveyance, by properly executed conveyance, transfers to another the rea
• § 14303 — A corporation organized for or engaged in the business of selling, distributing, supplying, or delivering water for irrigation purposes or domestic use, and not as a public utility, may levy assessmen
• § 14304 — If a shareholder of a mutual water company has not timely paid any rate, charge, or assessment arising from, or related to, water service provided by the mutual water company to the shareholder’s prop
• § 14305 — (a) (1) This section shall be known and may be cited as the Mutual Water Company Open Meeting Act.
• § 14306 — (a) The board of a mutual water company that operates a public water system shall adopt, in an open meeting, an annual budget on or before the start of each fiscal year of the mutual water company.
• § 14307 — (a) (1) Unless its governing documents impose more stringent standards, a mutual water company that operates a public water system shall make the following records promptly available upon written requ
• § 14310 — (a) It is the intent of the Legislature to ensure both of the following: (1) That when a mutual water company is formed or is about to be formed in connection with a subdivision, as defined in Section
• § 14311 — A mutual water company formed on or after January 1, 1998, in connection with the offering for sale or lease, or with the sale or lease, of lots within a subdivision and organized to sell, distribute,
• § 14312 — (a) Any person who intends to offer for sale or lease lots within a subdivision within this state and to provide water for domestic use to purchasers of the lots within a subdivision through the forma
• § 14313 — The engineer’s report prepared pursuant to the document under Section 14312 shall contain all relevant information pertaining to the proposed water supply, distribution, and fire protection system, in
• § 14314 — The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use pursuant to this chapter shall comply with all of the f
• § 14315 — (a) The mutual water company described in Section 14311 shall provide at least a minimum level of water service to its customers for fire protection purposes as an inherent part of the water system de
• § 14316 — The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be constructed to conform with currently accepted
• § 14317 — The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the following construction standards: (a) The
• § 14318 — The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants.
• § 14400 — Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times the amount of actual damages sustained thereby,
• § 14500 — This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any association, society, or corporation that uses or sp
• § 14501 — Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county, where the society is located, to enforce the prov
• § 14502 — (a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to animals, shall be eligible to petition for confirmation of an appointment
• § 14503 — The governing body of a local agency, by ordinance, may authorize employees of public animal shelters, societies for the prevention of cruelty to animals, and humane societies, who have qualified as h
• § 14504 — All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on or before January 1, 2012.
• § 14505 — Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane society or society for the prevention of
• § 14550 — In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and waste; to make the distribution of agricultu
• § 14551 — It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production; and that the ordina
• § 14600 — (a) This part shall be applicable to all benefit corporations.
• § 14601 — As used in this part: (a) “Benefit corporation” means a corporation organized under the General Corporation Law that has elected to become subject to this part and whose status as a benefit corporatio
• § 14602 — A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that the corporation is a benefit corporation a
• § 14603 — (a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the corporation is a benefit corporation.
• § 14604 — (a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to delete the provision required by Section 1460
• § 14610 — (a) A benefit corporation shall have the purpose of creating general public benefit.
• § 14620 — (a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to
• § 14621 — (a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a statement indicating whether, in the opinion o
• § 14622 — (a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies: (1) The offic
• § 14623 — (a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding.
• § 14630 — (a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of the following: (A) The process and rationale
• § 14631 — All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the
• § 14700 — (a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or in the case of a tender offer, the acquir
• § 14701 — (a) The written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective.
• § 14702 — (a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the public interest.
• § 14703 — If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General m
• § 14704 — (a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United Stat
• § 14706 — Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or
• § 14707 — (a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of this part.
• § 149 — “Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code,
• § 15 — “Shall” is mandatory and “may” is permissive.
• § 150 — A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corporation if it directly, or indirectly through one or more intermediaries, controls, is controlled by or
• § 1500 — Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its pri
• § 1501 — (a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year, unless in the case of a corporation with less than 100 holders
• § 1502 — (a) Every corporation shall file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State,
• § 1502.1 — (a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall file annually, within 150 days after the end of its fiscal year, a statement, on a form pres
• § 1503 — (a) An agent designated for service of process pursuant to Section 202, 1502, 2105, or 2117 may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed a
• § 1504 — If a natural person who has been designated agent for service of process pursuant to Section 202, 1502, 2105, or 2117 dies or resigns or no longer resides in the state or if the corporate agent for su
• § 1505 — (a) Any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant to any law which refers to this section, shall file a cer
• § 1506 — Upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment shall make available at the corporation’s
• § 1507 — Any officers, directors, employees or agents of a corporation who do any of the following are liable jointly and severally for all the damages resulting therefrom to the corporation or any person inju
• § 1508 — The Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or Chapter 6 (commencing with Section 600), 7 (commencing with Sect
• § 1509 — For a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation shall, upon written request from a shareholder, forthwith inform the sharehold
• § 151 — “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not with
• § 1510 — (a) Any foreign corporation qualified to transact intrastate business in this state shall provide the information specified in Section 1509, at the request of a shareholder resident in this state.
• § 1511 — Any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or foreign corporations qualified to trans
• § 1512 — (a) For the purposes of Sections 1509, 1510, and 1511, a shareholder includes (1) any person named in a share certificate as a shareholder or (2) any person named as a shareholder on the records of a
• § 152 — “Approved by (or approval of) the outstanding shares” means approved by the affirmative vote of a majority of the outstanding shares entitled to vote.
• § 153 — “Approved by (or approval of) the shareholders” means approved or ratified by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is presen
• § 154 — “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination.
• § 155 — “Board” means the board of directors of the corporation.
• § 156 — “Certificate of determination” means a certificate executed and filed pursuant to Section 401.
• § 156.1 — “Certificated security” means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer as described in paragraph (15) of subdivision (a)
• § 156.5 — “Certificate of Redomestication” is the document by which the appropriate official of another state approves the redomestication of a California insurer.
• § 156.6 — All references in this division to “chairperson of the board” shall be deemed to refer to all permissible titles for the chairperson of the board, as permitted by Section 312.
• § 157 — “Chapter” refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated.
• § 158 — (a) “Close corporation” means a corporation, including a close social purpose corporation, whose articles contain, in addition to the provisions required by Section 202, a provision that all of the co
• § 15800 — (a) Every partnership, other than a foreign limited partnership, subject to Chapter 4.
• § 159 — “Common shares” means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends.
• § 15900 — This chapter may be cited as the Uniform Limited Partnership Act of 2008.
• § 15901.02 — In this chapter, the following terms have the following meanings: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing
• § 15901.03 — (a) A person knows a fact if the person has actual knowledge of it.
• § 15901.04 — (a) A limited partnership is an entity distinct from its partners.
• § 15901.05 — A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action agai
• § 15901.06 — The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of
• § 15901.07 — (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
• § 15901.08 — (a) The name of a limited partnership may contain the name of any partner.
• § 15901.09 — (a) The exclusive right to the use of a name that complies with Section 15901.
• § 15901.10 — (a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership.
• § 15901.11 — A limited partnership shall maintain at its principal office the following information: (a) A current list showing the full name and last known street and mailing address of each partner, separately i
• § 15901.12 — A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a par
• § 15901.13 — A person may be both a general partner and a limited partner.
• § 15901.14 — (a) A limited partnership shall designate and continuously maintain in this state: (1) an office, which need not be a place of its activity in this state; and (2) an agent for service of process.
• § 15901.15 — Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment reco
• § 15901.16 — (a) In addition to Chapter 4 (commencing with Section 413.
• § 15901.17 — (a) A partner may, in a written partnership agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction, or the exclusive jurisdiction
• § 15902.01 — (a) In order for a limited partnership to be formed, a certificate of limited partnership must be filed with and on a form prescribed by the Secretary of State and, either before or after the filing o
• § 15902.02 — (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to and on a form prescribed by the Secretary of State for filing an amendment stating: (1) the name and