Title CORP — California Corp. Code

The bank board shall direct the program manager to establish new small business financial development corporations pursuant to the directives and requirements. The directives and requirements shall include steps to achieve a goal of ensuring that small businesses in all areas of …

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 contract and this chapter.

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 expansion fund and the corporation’s trust fund account, if the corporation has a tru…

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 Division 1 of Title 6.7 of the Government Code, including responses to audit rep…

A corporation shall make a report to the program manager, as required by Chapter 6 (commencing with Section 63088) of Division 1 of Title 6.7 of the Government Code.

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 member of a loan committee, or who is an employee of the California Infrastructure …

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 California Infrastructure and Economic Development Bank to purchase or receive, or to be …

Violation of any provision of this article shall constitute a felony.

This division shall be known and may be cited as the “Capital Access Company Law.”

This division shall be liberally construed to accomplish its purposes.

The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4) shall apply to licensees.

The Legislature finds all of the following: (a) It is necessary to increase job opportunities in the state. (b) Promoting the establishment, growth, and expansion of small business firms in this state is an efficient way to increase job opportunities in the state. (c) Small busin…

(a) The purpose of this division is to provide for the licensure and regulation of capital access companies that will provide risk capital and management assistance, primarily to small business firms in the state, to enable those companies to operate pursuant to the exemption fro…

Subject to additional definitions contained in this division which are applicable to specific provisions of this division, and unless the context otherwise requires, the definitions in this article apply throughout this division.

“Accredited investor” means a person who is defined in Section 2(a)(15) of the Securities Act of 1933, or any other person that the Securities and Exchange Commission may so designate by rule, regulation, or order, who, by purchasing the securities of a licensee, provides the inv…

“Affiliate” means any person or persons controlling, controlled by, or under common control with, other specified persons.

“Commissioner” means the Commissioner of Financial Protection and Innovation or their designee with respect to a particular matter.

“Company” means a corporation, limited partnership, limited liability company, or other form of business entity, which is organized under the laws of the State of California.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a specified person.

“Controlling person,” when used with respect to a specified person, means any person who controls the specified person, directly or indirectly, through one or more intermediaries.

“Insolvent,” when used with respect to any person, means a person who has ceased to pay his or her debts in the ordinary course of business, who cannot pay his or her debts as they become due, or whose liabilities exceed his or her assets.

“License” means a license issued under this division authorizing a licensee to transact business as a capital access company.

“Licensee” means a company that is licensed under this division.

“Officer” means either of the following: (a) When used with respect to a corporation, any person appointed or designated as an officer of the corporation by or pursuant to applicable law or the articles of incorporation or bylaws of the corporation or any person who performs with…

“Order” means any approval, consent, authorization, exemption, denial, prohibition, or requirement applicable to a specific case issued by the commissioner. “Order” includes any condition of a license and any agreement made by any person with the commissioner under this division.

“Parent,” when used with respect to a specified person other than a natural person, means any person other than a natural person that controls the specified person, directly or indirectly, through one or more intermediaries.

“Person” means any natural person, proprietorship, joint venture, partnership, trust, business trust, syndicate, association, joint stock company, corporation, limited liability company, government, agency of any government, or any other organization. However, “person,” when used…

“Principal security holder,” means any person who owns, directly or indirectly, of record or beneficially, securities representing 10 percent or more of the voting power of the issuer of those securities.

“To provide financing assistance to a person” means to purchase securities issued by the person, either directly from the person, or indirectly through a securities underwriter.

“Security” has the meaning set forth in Section 25019.

“Small business firm” means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its affiliates, has a net worth of not more than eighteen million dollars ($18,000,000) and average net income after federal i…

“Smaller business firm” means a person that proposes to transact, or transacts, business on a regular and continuous basis in California and, together with its affiliates, has a net worth of not more than six million dollars ($6,000,000), and average net income after federal inco…

“Subsidiary,” when used with respect to a specified person other than a natural person, means any person other than a natural person controlled by the specified person, directly or indirectly, through one or more intermediaries.

“Voting power” has the meaning set forth in Section 194.5.

This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law.

Subject to any other provisions of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part for any public or charitable purposes.

(a) One or more persons may form a corporation under this part by executing and filing articles of incorporation. (b) If initial directors are named in the articles, each director named in the articles shall sign and acknowledge the articles; if initial directors are not named in…

(a) In the case of an existing unincorporated association, the association may change its status to that of a corporation upon a proper authorization for such by the association in accordance with its rules and procedures. (b) In addition to the matters required to be set forth i…

(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto. (b) The name of a corporation s…

The Secretary of State shall not reserve a corporate name or file articles using the name Golden State Energy unless those articles are for Golden State Energy, incorporated and operating pursuant to this part and Division 1.7 (commencing with Section 3400) of the Public Utilitie…

The articles of incorporation of a corporation formed under this part shall set forth: (a) The name of the corporation. (b) (1) Except as provided in paragraph (2), the following statement: “This corporation is a nonprofit public benefit corporation and is not organized for the p…

The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation.

(a) The articles of incorporation may set forth any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) A provision limiting the duration of the corporation’s existence to a specified date. (2) In the case of a subordina…

For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence.

If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation …

Subject to any limitations contained in the articles or bylaws and to compliance with other provisions of this division and any other applicable laws, a corporation, in carrying out its activities, shall have all of the powers of a natural person, including, without limitation, t…

Subject to Section 5142: (a) No limitation upon the activities, purposes, or powers of the corporation or upon the powers of the members, officers, or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 15 (commencing with S…

(a) Notwithstanding Section 5141, any of the following may bring an action to enjoin, correct, obtain damages for or to otherwise remedy a breach of a charitable trust: (1) The corporation, or a member in the name of the corporation pursuant to Section 5710. (2) An officer of the…

(a) Except as provided in subdivision (c), and Sections 5151, 5220, 5224, 5512, 5613, and 5616, bylaws may be adopted, amended or repealed by the board unless the action would materially and adversely affect the rights of members as to voting or transfer. (b) Bylaws may be adopte…

(a) The bylaws shall set forth (unless that provision is contained in the articles, in which case it may only be changed by an amendment of the articles) the number of directors of the corporation, or the method of determining the number of directors of the corporation, or that t…