California Laws: Corporations Code Sections 5002-5080

California Laws > Corporations Code

• California Laws: Corporations Code Section 5002
  Unless the provisions or the context otherwise requires, the general provisions and definitions set forth in this part govern the construction of this part and...
• California Laws: Corporations Code Section 5003
  (a) The provisions of this part apply to: (1) Corporations organized under Part 2, Part 3, and Part 4 of this division; (2) Corporations expressly...
• California Laws: Corporations Code Section 5004
  A corporation may be sued as provided in the Code of Civil Procedure. ...
• California Laws: Corporations Code Section 5005
  Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the...
• California Laws: Corporations Code Section 5005.1
  (a) Except for a liability which may be insured against pursuant to Division 4 (commencing with Section 3200) of the Labor Code, an authorized corporation...
• California Laws: Corporations Code Section 5006
  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 5007
  Any agreement, certificate or other instrument relating to a domestic corporation, a foreign corporation, or a foreign business corporation filed pursuant to the provisions of...
• California Laws: Corporations Code Section 5008
  (a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, Part 2, Part 3, Part 4 or Part...
• California Laws: Corporations Code Section 5008.5
  The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise...
• California Laws: Corporations Code Section 5008.6
  (a) A corporation that (1) fails to file a statement pursuant to Section 6210, 8210, or 9660 for an applicable filing period, (2) has not...
• California Laws: Corporations Code Section 5009
  Except as otherwise required, any reference in this part, Part 2, Part 3, Part 4 or Part 5 to mailing means first-, second-, or third-class...
• California Laws: Corporations Code Section 5010
  If the articles or bylaws provide for more or less than one vote for any membership on any matter, the references in Sections 5033 and...
• California Laws: Corporations Code Section 5011
  All references in Part 3 (commencing with Section 7110) to the voting of memberships include the voting of securities given voting rights in the articles...
• California Laws: Corporations Code Section 5012
  All references in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110) to...
• California Laws: Corporations Code Section 5013
  As used in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110), "independent...
• California Laws: Corporations Code Section 5014
  Any requirement in Part 3 (commencing with Section 7110) for a vote of each class of members means such a vote regardless of limitations or...
• California Laws: Corporations Code Section 5015
  Any reference in this part, Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110), or Part...
• California Laws: Corporations Code Section 5016
  A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or...
• California Laws: Corporations Code Section 5030
  "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 5031
  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 5032
  "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 5033
  "Approval by (or approval of) a majority of all members" means approval by an affirmative vote (or written ballot in conformity with Section 5513, Section...
• California Laws: Corporations Code Section 5034
  "Approval by (or approval of) the members" means approved or ratified by the affirmative vote of a majority of the votes represented and voting at...
• California Laws: Corporations Code Section 5035
  "Articles" includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation. ...
• California Laws: Corporations Code Section 5036
  (a) Except as provided in subdivision (b) or (c), "authorized number" means 5 percent of the voting power. (b) Where (disregarding any provision for cumulative...
• California Laws: Corporations Code Section 5037
  "Bylaws" includes amendments thereto and amended bylaws. ...
• California Laws: Corporations Code Section 5038
  "Board" means the board of directors of the corporation. ...
• California Laws: Corporations Code Section 5039
  "Business corporation" means a corporation as defined in Section 162 of the General Corporation Law. ...
• California Laws: Corporations Code Section 5040
  "Chapter" refers to a chapter of Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), or Part 4 (commencing with Section 9110)...
• California Laws: Corporations Code Section 5041
  "Class" refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the...
• California Laws: Corporations Code Section 5043
  "Common shares," as used in Part 3 (commencing with Section 7110), means shares which have no preference over any other shares with respect to distribution...
• California Laws: Corporations Code Section 5044
  "Constituent corporation" means a corporation which is merged with one or more other corporations and includes the surviving corporation. ...
• California Laws: Corporations Code Section 5045
  "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation. ...
• California Laws: Corporations Code Section 5046
  (a) "Corporation" as used in this part and Part 5 (commencing with Section 9910), refers to corporations defined in subdivisions (b), (c), and (d). (b)...
• California Laws: Corporations Code Section 5047
  Except where otherwise expressly provided, "directors" means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural...
• California Laws: Corporations Code Section 5047.5
  (a) The Legislature finds and declares that the services of directors and officers of nonprofit corporations who serve without compensation are critical to the efficient...
• California Laws: Corporations Code Section 5048
  "Disappearing corporation" means a constituent corporation which is not the surviving corporation. ...
• California Laws: Corporations Code Section 5049
  "Distribution" means the distribution of any gains, profits or dividends to any member as such. As used in this section, "member" means any person who...
• California Laws: Corporations Code Section 5050
  "Domestic corporation" means a corporation formed under the laws of this state. ...
• California Laws: Corporations Code Section 5051
  "Filed," unless otherwise expressly provided, means filed in the office of the Secretary of State. ...
• California Laws: Corporations Code Section 5052
  "Foreign business corporation," as used in Part 3 (commencing with Section 7110), means a foreign corporation as defined in Section 171 except that it does...
• California Laws: Corporations Code Section 5053
  "Foreign corporation" means any corporation incorporated in a jurisdiction other than California pursuant to that jurisdiction's law for the incorporation of nonprofit corporations; except that...
• California Laws: Corporations Code Section 5054
  "Incentive and benefit plans," as used in Section 5140, in Section 7140, and in Section 9140 includes, but is not limited to, any plan or...
• California Laws: Corporations Code Section 5055
  "Liquidating price" or "liquidation preference," as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or...
• California Laws: Corporations Code Section 5056
  (a) "Member" means any person who, pursuant to a specific provision of a corporation's articles or bylaws, has the right to vote for the election...
• California Laws: Corporations Code Section 5057
  A "membership" refers to the rights a member has pursuant to a corporation's articles, bylaws and this division. ...
• California Laws: Corporations Code Section 5058
  "Membership certificate," as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation. ...
• California Laws: Corporations Code Section 5059
  "Nonprofit mutual benefit corporation" or "mutual benefit corporation" means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part...
• California Laws: Corporations Code Section 5060
  "Nonprofit public benefit corporation" or "public benefit corporation" means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part...
• California Laws: Corporations Code Section 5061
  "Nonprofit religious corporation" or "religious corporation" means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant...
• California Laws: Corporations Code Section 5062
  "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 5063
  "On the certificate," as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on...
• California Laws: Corporations Code Section 5063.5
  "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 5064
  A "parent" of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries. ...
• California Laws: Corporations Code Section 5064.5
  "Parent party" means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred,...
• California Laws: Corporations Code Section 5065
  "Person," in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic...
• California Laws: Corporations Code Section 5067
  "Preferred shares," as used in Part 3 (commencing with Section 7110), means shares other than common shares. ...
• California Laws: Corporations Code Section 5068
  "Proper county" means the county where the corporation's principal office in this state is located or, if the corporation has no such office, the County...
• California Laws: Corporations Code Section 5069
  "Proxy" means a written authorization signed by a member or the member's attorney in fact giving another person or persons power to vote on behalf...
• California Laws: Corporations Code Section 5070
  "Proxyholder" means the person or persons to whom a proxy is given. ...
• California Laws: Corporations Code Section 5071
  "Shareholder," as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares. ...
• California Laws: Corporations Code Section 5072
  "Shares," as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business...
• California Laws: Corporations Code Section 5073
  (a) Except as provided in subdivision (b), "subsidiary" of a specified corporation means a corporation more than 50 percent of the voting power of which...
• California Laws: Corporations Code Section 5074
  "Surviving corporation" means a corporation into which one or more other corporations are merged. ...
• California Laws: Corporations Code Section 5075
  "Vacancy" when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by...
• California Laws: Corporations Code Section 5076
  "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 5077
  "Vote" includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or subdivision...
• California Laws: Corporations Code Section 5078
  "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 5079
  "Written" or "in writing" includes facsimile, telegraphic, and other electronic communication as authorized by this code, including an electronic transmission by a corporation that satisfies...
• California Laws: Corporations Code Section 5080
  "Written ballot" does not include a ballot distributed at a special or regular meeting of members. ...