California Laws: Corporations Code Sections 100-195
- California Laws: Corporations Code Section 100
(a) This division shall be known and may be cited as the General Corporation Law. (b) This title of the Corporations Code, or any division,...
- California Laws: Corporations Code Section 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. ...
- California Laws: Corporations Code Section 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 which...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 105
A corporation or association may be sued as provided in the Code of Civil Procedure. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 107
No corporation, association or individual shall issue or put in circulation, as money, anything but the lawful money of the United States. ...
- California Laws: Corporations Code Section 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)...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 109.5
(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 202 and subdivision (a) and (b) of Section 204 may be...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 110.5
The Secretary of State may cancel the filing of articles of a domestic corporation or the filing of a statement and designation by a foreign...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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. Registered...
- California Laws: Corporations Code Section 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,...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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,...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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. Such...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 154
"Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to...
- California Laws: Corporations Code Section 155
"Board" means the board of directors of the corporation. ...
- California Laws: Corporations Code Section 156
"Certificate of determination" means a certificate executed and filed pursuant to Section 401. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 156.5
"Certificate of Redomestication" is the document by which the appropriate official of another state approves the redomestication of a California insurer. ...
- California Laws: Corporations Code Section 157
"Chapter" refers to a chapter of this Division 1 of Title 1 of the Corporations Code, unless otherwise expressly stated. ...
- California Laws: Corporations Code Section 158
(a) "Close corporation" means a corporation whose articles contain, in addition to the provisions required by Section 202, a provision that all of the corporation's...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 160
(a) Except as provided in subdivision (b), "control" means the possession, direct or indirect, of the power to direct or cause the direction of the...
- California Laws: Corporations Code Section 161
"Constituent corporation" means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes...
- California Laws: Corporations Code Section 161.5
"Constituent limited partnership" means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership. ...
- California Laws: Corporations Code Section 161.7
"Constituent other business entity" means an other business entity that is merged with or into one or more corporations and includes the surviving other business...
- California Laws: Corporations Code Section 161.9
"Conversion" means a conversion pursuant to Chapter 11.5 (commencing with Section 1150). ...
- California Laws: Corporations Code Section 162
"Corporation", unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of...
- California Laws: Corporations Code Section 163
"Corporation subject to the Banking Law" (Division 1 (commencing with Section 99) of the Financial Code) means: (a) Any corporation which, with the approval of...
- California Laws: Corporations Code Section 163.1
For purposes of Section 503, "cumulative dividends in arrears" means only cumulative dividends that have not been paid as required on a scheduled payment date...
- California Laws: Corporations Code Section 164
"Directors" means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other...
- California Laws: Corporations Code Section 165
"Disappearing corporation" means a constituent corporation which is not the surviving corporation. ...
- California Laws: Corporations Code Section 165.5
"Disappearing limited partnership" means a constituent limited partnership which is not the surviving limited partnership. ...
- California Laws: Corporations Code Section 166
"Distribution to its shareholders" means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or...
- California Laws: Corporations Code Section 167
"Domestic corporation" means a corporation formed under the laws of this state. ...
- California Laws: Corporations Code Section 167.3
"Domestic limited liability company" means a limited liability company as defined in subdivision (t) of Section 17000. ...
- California Laws: Corporations Code Section 167.5
"Domestic limited partnership" means any limited partnership formed under the laws of this state. ...
- California Laws: Corporations Code Section 167.7
"Domestic other business entity" means an other business entity organized under the laws of this state. ...
- California Laws: Corporations Code Section 167.8
"Disappearing other business entity" means a constituent other business entity that is not the surviving other business entity. ...
- California Laws: Corporations Code Section 168
"Equity security" in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership...
- California Laws: Corporations Code Section 169
"Filed", unless otherwise expressly provided, means filed in the office of the Secretary of State. ...
- California Laws: Corporations Code Section 170
"Foreign association" means a business association organized as a trust under the laws of a foreign jurisdiction. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 171.03
"Foreign limited liability company" means a foreign limited liability company as defined in subdivision (q) of Section 17001. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 171.3
"Limited liability company" means a limited liability company as defined in subdivision (t) of Section 17001. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 173
"Officers' certificate" means a certificate signed and verified by the chairman of the board, the president or any vice president and by the secretary, the...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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 than...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 176
"Preferred shares" means shares other than common shares. ...
- California Laws: Corporations Code Section 177
"Proper county" means the county where the principal executive office of the corporation is located or, if the principal executive office of the corporation is...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 179
"Proxyholder" means the person or persons to whom a proxy is given. ...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 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. ...
- California Laws: Corporations Code Section 181
"Reorganization" means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a "merger reorganization"). (b) The acquisition...
- California Laws: Corporations Code Section 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...
- California Laws: Corporations Code Section 183
"Series" of shares means those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more...
- California Laws: Corporations Code Section 183.5
"Share exchange tender offer" means any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities...
- California Laws: Corporations Code Section 184
"Shares" means the units into which the proprietary interests in a corporation are divided in the articles. ...
- California Laws: Corporations Code Section 185
"Shareholder" means one who is a holder of record of shares. ...
- California Laws: Corporations Code Section 186
"Shareholders' agreement" means a written agreement among all of the shareholders of a close corporation, or if a close corporation has only one shareholder between...
- California Laws: Corporations Code Section 187
"Short-form merger" means a merger pursuant to Section 1110. ...
- California Laws: Corporations Code Section 188
"Stock split" means the pro rata division, otherwise than by a share dividend, of all the outstanding shares of a class into a greater number...
- California Laws: Corporations Code Section 189
(a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation shares of which possessing more than 50 percent of the...
- California Laws: Corporations Code Section 190
"Surviving corporation" means a corporation into which one or more other corporations or one or more other business entities are merged. ...
- California Laws: Corporations Code Section 190.5
"Surviving limited partnership" means a limited partnership into which one or more other limited partnerships or one or more corporations are merged. ...
- California Laws: Corporations Code Section 190.7
"Surviving other business entity" means an other business entity into which one or more other business entities or one or more corporations are merged. ...
- California Laws: Corporations Code Section 191
(a) For the purposes of Chapter 21 (commencing with Section 2100), "transact intrastate business" means entering into repeated and successive transactions of its business in...
- California Laws: Corporations Code Section 191.1
"Uncertificated security" means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102...
- California Laws: Corporations Code Section 192
"Vacancy" when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether...
- California Laws: Corporations Code Section 193
"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...
- California Laws: Corporations Code Section 194
"Vote" includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603. ...
- California Laws: Corporations Code Section 194.5
"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...
- California Laws: Corporations Code Section 194.7
"Voting shift" means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one...
- California Laws: Corporations Code Section 195
"Written" or "in writing" includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies...
