California

Corporations Code

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

• § 16913 — (a) The merger of any number of domestic partnerships with any number of foreign partnerships or foreign other business entities shall be required to comply with Section 16910.
• § 16914 — (a) When a merger takes effect, all of the following apply: (1) The separate existence of the disappearing partnerships and disappearing other business entities ceases and the surviving partnership or
• § 16915 — (a) In a merger involving a domestic partnership, in which another partnership or a foreign other business entity is a party, but in which no other domestic other business entity is a party, the survi
• § 16915.5 — (a) Upon merger pursuant to this article, a surviving domestic or foreign partnership or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign pa
• § 16916 — (a) Whenever a domestic or foreign partnership or other business entity having any real property in this state merges with another partnership or other business entity pursuant to the laws of this sta
• § 16917 — This article is not exclusive.
• § 16951 — For purposes of this chapter, the only types of limited liability partnerships that shall be recognized are a registered limited liability partnership and a foreign limited liability partnership, as d
• § 16952 — The name of a registered limited liability partnership shall contain the words “Registered Limited Liability Partnership” or “Limited Liability Partnership” or one of the abbreviations “L.
• § 16953 — (a) To become a registered limited liability partnership, a partnership, other than a limited partnership, shall file with the Secretary of State a registration, executed by one or more partners autho
• § 16954 — (a) The registration of a registered limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed wi
• § 16955 — (a) A domestic partnership, other than a limited partnership, may convert to a registered limited liability partnership by the vote of the partners possessing a majority of the interests of its partne
• § 16956 — (a) At the time of registration pursuant to Section 16953, in the case of a registered limited liability partnership, and Section 16959, in the case of a foreign limited liability partnership, and at
• § 16957 — (a) No distribution shall be made by a registered limited liability partnership if, after giving effect to the distribution: (1) The registered limited liability partnership would not be able to pay i
• § 16958 — (a) (1) The laws of the jurisdiction under which a foreign limited liability partnership is organized shall govern its organization and internal affairs and the liability and authority of its partners
• § 16959 — (a) (1) Before transacting intrastate business in this state, a foreign limited liability partnership shall comply with all statutory and administrative registration or filing requirements of the stat
• § 16960 — (a) The registration of a foreign limited liability partnership may be amended by an amended registration executed by one or more partners authorized to execute an amended registration and filed with
• § 16961 — The filing of a registration with the Secretary of State under Section 16953 or 16959 shall make it unnecessary for all purposes for the registered limited liability partnership or foreign limited lia
• § 16962 — (a) Each registered limited liability partnership whose principal office is not in this state and each foreign limited liability partnership registered under Section 16959 shall designate as its agent
• § 17 — “Signature” includes mark when the signer cannot write, such signer’s name being written near the mark by a witness who writes his own name near the signer’s name; but a signature by mark can be ackno
• § 17.1 — (a) In addition to the definition set forth in Section 17, the term “signature” includes a signature in a facsimile document filed pursuant to this code or pursuant to regulations adopted under this c
• § 170 — “Foreign association” means a business association organized as a trust under the laws of a foreign jurisdiction.
• § 1700 — In addition to the provisions of Chapter 4 (commencing with Section 413.
• § 1701 — Delivery by hand of a copy of any process against the corporation (a) to any natural person designated by it as agent or (b), if a corporate agent has been designated, to any person named in the lates
• § 1702 — (a) If an agent for the purpose of service of process has resigned and has not been replaced or if the agent designated cannot with reasonable diligence be found at the address designated for personal
• § 171 — “Foreign corporation” means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259 and Chapter 21, includes a foreign
• § 171.03 — “Foreign limited liability company” means a foreign limited liability company as defined in subdivision (j) of Section 17701.
• § 171.05 — “Foreign limited partnership” means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than this state or of the District of Columbia
• § 171.07 — “Foreign other business entity” means an other business entity organized under the laws of any state, other than this state, or of the District of Columbia or under the laws of a foreign country.
• § 171.08 — “Social purpose corporation” means any social purpose corporation formed under Division 1.
• § 171.1 — “Initial transaction statement” means a statement signed by or on behalf of the issuer sent to the new registered owner or registered pledgee, and “written statements,” when used in connection with un
• § 171.3 — “Limited liability company” means a limited liability company as defined in subdivision (k) of Section 17701.
• § 171.5 — “Limited partnership” means a partnership formed by two or more persons and having one or more general partners and one or more limited partners, or their equivalents under any name.
• § 172 — “Liquidation price” or “liquidation preference” means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporati
• § 173 — “Officers’ certificate” means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or
• § 174 — “On the certificate” means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on the face or, in the case of an uncertificated security, tha
• § 174.5 — “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other
• § 175 — Except as used in Sections 1001, 1101, and 1113, a “parent” of a specified corporation is an affiliate in control (Section 160(a)) of that corporation directly or indirectly through one or more interm
• § 176 — “Preferred shares” means shares other than common shares.
• § 177 — “Proper county” means the county where the principal office of the corporation is located or, if the principal office of the corporation is not located in this state, or the corporation has no such of
• § 17701.01 — This title may be cited as the California Revised Uniform Limited Liability Company Act.
• § 17701.02 — In this title: (a) “Acknowledged” means that an instrument is either of the following: (1) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part
• § 17701.04 — (a) A limited liability company is an entity distinct from its members.
• § 17701.05 — Subject to any limitations contained in the articles of organization and to compliance with this title and any other applicable laws, a limited liability company organized under this title shall have
• § 17701.06 — The law of this state governs all of the following: (a) The internal affairs of a limited liability company.
• § 17701.07 — (a) It is the policy of this title and this state to give maximum effect to the principles of freedom of contract and to the enforceability of operating agreements.
• § 17701.08 — (a) The name of a limited liability company shall contain the words “limited liability company,” or the abbreviation “L.
• § 17701.09 — (a) Upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, a person may apply to reserve the exclusive
• § 17701.10 — (a) Except as otherwise provided in this section, the operating agreement governs all of the following: (1) Relations among the members as members and between the members and the limited liability com
• § 17701.11 — (a) A limited liability company is bound by and may enforce the operating agreement.
• § 17701.12 — (a) An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition.
• § 17701.13 — (a) A limited liability company shall designate and continuously maintain in this state both of the following: (1) An office, which need not be a place of its activity in this state.
• § 17701.14 — (a) A limited liability company or foreign limited liability company may change its designated office, its principal office, its agent for service of process, the address of its agent for service of p
• § 17701.15 — (a) To resign as an agent for service of process of a limited liability company or foreign limited liability company, the agent shall deliver to the Secretary of State for filing, on a form prescribed
• § 17701.16 — (a) In addition to Chapter 4 (commencing with Section 413.
• § 17701.17 — (a) A member may, in a written operating agreement or other writing, consent to be subject to the nonexclusive jurisdiction of the courts of a specified jurisdiction and the courts of this state, or t
• § 17702.01 — (a) One or more persons may act as organizers to form a limited liability company by signing and delivering to the Secretary of State for filing articles of organization on a form prescribed by the Se
• § 17702.02 — (a) The articles of organization may be amended or restated at any time.
• § 17702.03 — (a) A record delivered to the Secretary of State for filing pursuant to this title shall be signed as follows: (1) Except as otherwise expressly provided in this title and in this subdivision, a recor
• § 17702.04 — (a) If a person required by this title to sign a record or deliver a record to the Secretary of State for filing under this title does not do so, any other person that is aggrieved may petition the su
• § 17702.05 — (a) A record authorized or required to be delivered to the Secretary of State for filing under this title shall be captioned to describe the record’s purpose, be in a medium permitted by the Secretary
• § 17702.06 — (a) A limited liability company or foreign limited liability company may deliver to the Secretary of State for filing a certificate of correction on a form prescribed by the Secretary of State to corr
• § 17702.07 — (a) If a record delivered to the Secretary of State for filing under this title and filed by the Secretary of State contains inaccurate information, a person that suffers a loss by reliance on the inf
• § 17702.09 — (a) Every limited liability company and every foreign limited liability company registered to transact intrastate business in this state shall deliver to the Secretary of State for filing within 90 da
• § 17702.10 — An instrument shall be deemed filed, and the date of filing endorsed thereon, upon receipt by the Secretary of State of any instrument accompanied by the fee prescribed in Article 3 (commencing with S
• § 17703.01 — (a) Unless the articles of organization indicate the limited liability company is a manager-managed limited liability company, every member is an agent of the limited liability company for the purpose
• § 17703.04 — (a) All of the following apply to debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) They are solely the debts, obligations,
• § 17704.01 — (a) If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the limited liability company.
• § 17704.02 — A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute mon
• § 17704.03 — (a) A person’s obligation to make a contribution to a limited liability company is not excused by the person’s death, disability, or other inability to perform personally.
• § 17704.04 — (a) Any distributions made by a limited liability company before its dissolution and winding up shall be among the members in accordance with the operating agreement.
• § 17704.05 — (a) A limited liability company shall not make a distribution if after the distribution either of the following applies: (1) The limited liability company would not be able to pay its debts as they be
• § 17704.06 — (a) Except as otherwise provided in subdivision (b), if a member of a member-managed limited liability company or manager of a manager-managed limited liability company consents to a distribution made
• § 17704.07 — (a) A limited liability company is a member-managed limited liability company unless the articles of organization contain the statement required by paragraph (5) of subdivision (b) of Section 17702.
• § 17704.08 — (a) A limited liability company shall reimburse for any payment made and indemnify for any debt, obligation, or other liability incurred by a member of a member-managed limited liability company or th
• § 17704.09 — (a) The fiduciary duties that a member owes to a member-managed limited liability company and the other members of the limited liability company are the duties of loyalty and care under subdivisions (
• § 17704.10 — (a) Upon the request of a member or transferee, for purposes reasonably related to the interest of that person as a member or a transferee, a manager or, if the limited liability company is member-man
• § 17705.01 — A transferable interest is personal property.
• § 17705.02 — (a) With respect to a transfer, in whole or in part, of a transferable interest, all of the following apply: (1) A transfer is permissible.
• § 17705.03 — (a) On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgm
• § 17705.04 — If a member dies, the deceased member’s personal representative or other legal representative may exercise the rights of a transferee provided in subdivision (c) of Section 17705.
• § 17706.01 — (a) A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will pursuant to subdivision (a) of Section 17706.
• § 17706.02 — A person is dissociated as a member from a limited liability company when any of the following occur: (a) The limited liability company has notice of the person’s express will to withdraw as a member,
• § 17706.03 — (a) When a person is dissociated as a member of a limited liability company all of the following apply: (1) The person’s right to vote or participate as a member in the management and conduct of the l
• § 17707.01 — A limited liability company is dissolved, and its activities shall be wound up, upon the happening of the first to occur of the following: (a) On the happening of an event set forth in a written opera
• § 17707.02 — (a) Notwithstanding any other provision of this title, if a domestic limited liability company has not conducted any business, 50 percent or more of the voting interests of the members, or, if there a
• § 17707.03 — (a) Pursuant to an action filed by any manager or by any member or members of a limited liability company, a court of competent jurisdiction may decree the dissolution of a limited liability company w
• § 17707.04 — In the event of a dissolution of a limited liability company all of the following apply: (a) The managers who have not wrongfully dissolved the limited liability company, or, if none, the members, or,
• § 17707.05 — (a) Except as otherwise provided in the articles of organization or the written operating agreement, after determining that all the known debts and liabilities of a limited liability company in the pr
• § 17707.06 — (a) A limited liability company that has filed a certificate of cancellation nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against
• § 17707.07 — (a) (1) Causes of action against a dissolved limited liability company, whether arising before or after the dissolution of the limited liability company, may be enforced against any of the following:
• § 17707.08 — (a) (1) The managers shall sign and cause to be filed in the office of, and on a form prescribed by, the Secretary of State, a certificate of dissolution upon the dissolution of the limited liability
• § 17707.09 — (a) Notwithstanding the filing of a certificate of dissolution, a majority of the members may cause to be filed, in the office of, and on a form prescribed by, the Secretary of State, a certificate of
• § 17708.01 — (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs all of the following: (1) The organization of the limited liability company, its intern
• § 17708.02 — (a) A foreign limited liability company may apply for a certificate of registration to transact business in this state by delivering an application to the Secretary of State for filing on a form presc
• § 17708.03 — (a) A foreign limited liability company that enters into repeated and successive transactions of business in this state, other than in interstate or foreign commerce, is considered to be transacting i
• § 17708.04 — Unless the Secretary of State determines that an application for a certificate of registration does not comply with the filing requirements of this article, the Secretary of State, upon payment of all
• § 17708.05 — (a) A foreign limited liability company whose name does not comply with Section 17701.
• § 17708.06 — (a) To cancel its registration to transact intrastate business in this state, a foreign limited liability company shall deliver to the Secretary of State for filing a certificate of cancellation, sign
• § 17708.07 — (a) A foreign limited liability company transacting intrastate business in this state shall not maintain an action or proceeding in this state unless it has a certificate of registration to transact i
• § 17708.08 — If the members of a foreign limited liability company residing in this state represent 25 percent or more of the voting interests of the members of that foreign limited liability company, those member
• § 17708.09 — The Attorney General may maintain an action to enjoin a foreign limited liability company from transacting intrastate business in this state in violation of this title.
• § 17709.01 — Any member of a foreign or domestic limited liability company may bring a class action on behalf of all or a class of members to enforce any claim common to those members and any of those actions shal
• § 17709.02 — (a) No action shall be instituted or maintained in right of any domestic or foreign limited liability company by any member of the limited liability company unless both of the following conditions exi
• § 17710.01 — For purposes of this article, the following definitions apply: (a) “Converted entity” means the other business entity or foreign other business entity or foreign limited liability company that results
• § 17710.02 — (a) A limited liability company may be converted into an other business entity or a foreign other business entity or a foreign limited liability company pursuant to this article if both of the followi
• § 17710.03 — (a) A limited liability company that desires to convert to an other business entity or a foreign other business entity or a foreign limited liability company shall approve a plan of conversion.
• § 17710.04 — (a) A conversion into an other business entity or a foreign other business entity or a foreign limited liability company shall become effective upon the earliest date that all of the following occur:
• § 17710.05 — (a) If the limited liability company is converting into a foreign limited liability company or foreign other business entity, those conversion proceedings shall be in accordance with the laws of the s
• § 17710.06 — (a) Upon conversion of a limited liability company, one of the following applies: (1) If the limited liability company is converting into a domestic limited partnership, a statement of conversion shal
• § 17710.07 — (a) Whenever a limited liability company or other business entity having any real property in this state converts into a limited liability company or an other business entity pursuant to the laws of t
• § 17710.08 — (a) An other business entity or a foreign other business entity or a foreign limited liability company may be converted to a domestic limited liability company pursuant to this article only if the con
• § 17710.09 — (a) An entity that converts into another entity pursuant to this article is for all purposes other than for the purposes of Part 10 (commencing with Section 17001), Part 10.
• § 17710.10 — Mergers of limited liability companies shall be governed by Sections 17710.
• § 17710.11 — The following entities may be merged pursuant to this article: (a) Two or more limited liability companies, two or more foreign limited liability companies, or one or more limited liability companies
• § 17710.12 — (a) Each limited liability company and other business entity that desires to merge shall approve an agreement of merger.
• § 17710.13 — Subdivision (b) of Section 17710.
• § 17710.14 — (a) If the surviving entity is a limited liability company or an other business entity, other than a corporation in a merger in which a domestic corporation is a constituent party, after approval of a
• § 17710.15 — (a) Unless a future effective date is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed under Section 17710.
• § 17710.16 — (a) Upon a merger of limited liability companies or limited liability companies and other business entities pursuant to this article, the separate existence of the disappearing limited liability compa
• § 17710.17 — (a) If the surviving entity is a domestic limited liability company or a domestic other business entity, the merger proceedings with respect to that limited liability company or other business entity
• § 17710.18 — Whenever a domestic or foreign limited liability company or other business entity having any real property in this state merges with another limited liability company or other business entity pursuant
• § 17710.19 — (a) Upon a merger pursuant to this article, a surviving domestic or foreign limited liability company or other business entity shall be deemed to have assumed the liability of each disappearing domest
• § 17711.01 — (a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 10 (commencing with Section 17710.
• § 17711.02 — (a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the limited liability company agreement, or otherwis
• § 17711.03 — (a) If members have a right under Section 17711.
• § 17711.04 — Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the member pursuant to subdivision (a) of Section 17711.
• § 17711.05 — (a) If the limited liability company and the dissenting member agree that the member’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, the dissenting
• § 17711.06 — (a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail to agree upon the fair market value of a
• § 17711.07 — (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding membership interests of the limited liability comp
• § 17711.08 — To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return payment or a portion of the payment by reason
• § 17711.09 — Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any payment by the limited liability company for th
• § 17711.10 — Except as expressly limited by this article, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limi
• § 17711.11 — A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled to require the limited liability company to purchase t
• § 17711.12 — If litigation is instituted to test the sufficiency or regularity of the vote or consent of the members in authorizing a reorganization, any proceedings under Sections 17711.
• § 17711.13 — (a) This article applies to the following: (1) A domestic limited liability company formed on or after January 1, 2014.
• § 17711.14 — (a) No member of a limited liability company who has a right under this article to demand payment of cash for the interest owned by a member in a limited liability company shall have any right at law
• § 17712.01 — The articles of organization or the operating agreement may provide for the creation of classes of members having those relative rights, powers, and duties as the articles of organization or operating
• § 17713.01 — In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
• § 17713.02 — This title modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.
• § 17713.03 — This title does not affect an action commenced, proceeding brought, or right accrued or accruing before this title takes effect.
• § 17713.04 — (a) Except as otherwise provided in subdivisions (b) and (c), this title shall apply to all domestic limited liability companies existing on or after January 1, 2014, to all foreign limited liability
• § 17713.05 — This title, or any division, part, chapter, article, or section thereof, may at any time be amended or repealed.
• § 17713.06 — (a) If a manager or member required by this title to execute or file any document fails, after demand, to do so within a reasonable time or refuses to do so, any other manager or member, or any person
• § 17713.07 — (a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required by Section 17701.
• § 17713.08 — Any penalty prescribed by Section 17713.
• § 17713.09 — (a) Upon the failure of a limited liability company to file the statement required by Section 17702.
• § 17713.10 — (a) A limited liability company that (1) fails to file a statement pursuant to Section 17702.
• § 17713.10.1 — (a) A domestic limited liability company, as described in subdivisions (g) and (k) of Section 17701.
• § 17713.11 — (a) Sections 17713.
• § 17713.12 — (a) A limited liability company is liable for a civil penalty in an amount not exceeding one million dollars ($1,000,000) if the limited liability company does both of the following: (1) Has actual kn
• § 17713.13 — This title shall become operative on January 1, 2014.
• § 178 — “Proxy” means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another person or persons power to vote with respect
• § 179 — “Proxyholder” means the person or persons to whom a proxy is given.
• § 18 — “Person” includes a corporation as well as a natural person.
• § 180 — “Redemption price” means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon the redemption of the shares.
• § 180.5 — “Redomestication” means the transfer of an insurer’s place of incorporation from another state to this state or from this state to another state.
• § 1800 — (a) A verified complaint for involuntary dissolution of a corporation on any one or more of the grounds specified in subdivision (b) may be filed in the superior court of the proper county by any of t
• § 18000 — Unless the provision or context otherwise requires, the definitions in this chapter govern the construction of this title.
• § 18003 — “Board” means the board of directors or other governing body of an unincorporated association.
• § 18005 — “Director” means a natural person serving as a member of the board or other governing body of the unincorporated association.
• § 18008 — “Governing document” means a constitution, articles of association, bylaws, or other writing that governs the purpose or operation of an unincorporated association or the rights or obligations of its
• § 1801 — (a) The Attorney General may bring an action against any domestic corporation or purported domestic corporation in the name of the people of this state, upon the Attorney General’s own information or
• § 18010 — “Governing principles” means the principles stated in an unincorporated association’s governing documents.
• § 18015 — (a) If the governing principles of an unincorporated association define the membership of the association, “member” has the meaning provided by the governing principles.
• § 1802 — If the ground for the complaint for involuntary dissolution of the corporation is a deadlock in the board as set forth in subdivision (b)(2) of Section 1800, the court may appoint a provisional direct
• § 18020 — (a) “Nonprofit association” means an unincorporated association with a primary common purpose other than to operate a business for profit.
• § 18025 — “Officer” means a natural person serving as an unincorporated association’s chair, president, secretary, chief financial officer, or other position of authority that is established pursuant to the ass
• § 1803 — If, at the time of the filing of a complaint for involuntary dissolution or at any time thereafter, the court has reasonable grounds to believe that unless a receiver of the corporation is appointed t
• § 18030 — “Person” includes a natural person, corporation, partnership, or other unincorporated organization, government, or governmental subdivision or agency, or any other entity.
• § 18035 — (a) “Unincorporated association” means an unincorporated group of two or more persons joined by mutual consent for a common lawful purpose, whether organized for profit or not.
• § 1804 — After hearing the court may decree a winding up and dissolution of the corporation if cause therefor is shown or, with or without winding up and dissolution, may make such orders and decrees and issue
• § 1805 — (a) Involuntary proceedings for winding up a corporation commence when the order for winding up is entered under Section 1804.
• § 18055 — This title does not apply to any of the following persons: (a) A corporation.
• § 1806 — When an involuntary proceeding for winding up has been commenced, the jurisdiction of the court includes: (a) The requirement of the proof of all claims and demands against the corporation, whether du
• § 18060 — If a statute specific to a particular type of unincorporated association is inconsistent with a general provision of this title, the specific statute prevails to the extent of the inconsistency.
• § 18065 — Except to the extent this title provides a specific rule, the general law of agency, including Article 2 (commencing with Section 2019) of Chapter 2 of Title 6 of, and Title 9 (commencing with Section
• § 1807 — (a) All creditors and claimants may be barred from participation in any distribution of the general assets if they fail to make and present claims and proofs within such time as the court may direct,
• § 18070 — A provision of this title, insofar as it is substantially the same as a previously existing provision relating to the same subject matter, shall be considered as a restatement and continuation thereof
• § 1808 — (a) Upon the final settlement of the accounts of the directors or other persons appointed pursuant to Section 1805 and the determination that the corporation’s affairs are in condition for it to be di
• § 1809 — Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be fil
• § 181 — “Reorganization” means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a “merger reorganization”).
• § 18100 — The interest of a member in an unincorporated association is personal property.
• § 18105 — An unincorporated association may, in its name, acquire, hold, manage, encumber, or transfer an interest in real or personal property.
• § 18110 — Property acquired by or for an unincorporated association is property of the unincorporated association and not of the members individually.
• § 18115 — The acquisition, transfer, or encumbrance of an interest in real property by an unincorporated association shall be executed by its president and secretary or other comparable officers, or by a person
• § 18120 — (a) An unincorporated association may record in a county in which it has an interest in real property a verified and acknowledged statement of authority stating the name of the association, and the na
• § 18122 — An unincorporated association holding property for charitable purposes shall comply with the Supervision of Trustees and Fundraisers for Charitable Purposes Act, Article 7 (commencing with Section 125
• § 18125 — No limitation on the power of an unincorporated association to acquire, hold, manage, pledge, encumber, or transfer an interest in real or personal property, or the manner of exercise of those powers,
• § 18130 — After all of the known debts and liabilities of an unincorporated association in the process of winding up its affairs have been paid or adequately provided for, the assets of the association shall be
• § 18135 — (a) Notwithstanding Section 18260, a cause of action against an unincorporated association may be enforced against a person who received assets distributed under Section 18130.
• § 182 — “Reverse stock split” means the pro rata combination of all the outstanding shares of a class into a smaller number of shares of the same class by an amendment to the articles stating the effect on ou
• § 18200 — (a) An unincorporated association may file with the Secretary of State, on a form prescribed by the Secretary of State, a statement containing either of the following: (1) A statement designating the
• § 18205 — (a) The Secretary of State shall mark each statement filed under Section 18200 with a consecutive file number and the date of filing.
• § 18210 — (a) An agent designated by an unincorporated association for the service of process may deliver to the Secretary of State, on a form prescribed by the Secretary of State for filing, a signed and ackno
• § 18215 — Between the first day of October and the first day of December immediately preceding the expiration date of a statement filed under Section 18200, the Secretary of State shall send by first-class mail
• § 18220 — If designation of an agent for the purpose of service of process has not been made as provided in Section 18200, or if the agent designated cannot with reasonable diligence be found at the address spe
• § 18250 — Except as otherwise provided by law, an unincorporated association is liable for its act or omission and for the act or omission of its director, officer, agent, or employee, acting within the scope o
• § 18260 — A money judgment against an unincorporated association, whether organized for profit or not, may be enforced only against the property of the association.