Title CORP, California Corp. Code

(a) Subject to the provisions of Section 9142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are: (1) Approved by the board; and (2) Unless the transaction is in the usual and regu…

Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting forth that the transaction has been validly approved by the board, that the notice,…

A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the Attorney General has given the corporation a written waiver of this section as …

The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to religious corporations to the extent provided therein. (Added by Stats. 2011, Ch. 442, Sec. 26. (AB 1211) Effective January 1, 2012.)

If an unincorporated association’s governing principles do not provide a procedure to amend the association’s governing documents, the governing documents may be amended by a vote of the members. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)

(a) The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections 6011 and 6012. (b) A corporation may merge with any domestic corporation, foreign corporation, or other business entity (S…

The following definitions govern the construction of this article: (a) “Constituent entity” means an entity that is merged with one or more other entities and includes the surviving entity. (b) “Disappearing entity” means a constituent entity that is not the surviving entity. (c)…

An unincorporated association may merge with a domestic or foreign corporation, domestic or foreign limited partnership, domestic or foreign general partnership, or domestic or foreign limited liability company. Notwithstanding this section, a merger may be effected only if each …

A merger involving an unincorporated association is subject to the following requirements: (a) Each party to the merger shall approve an agreement of merger. The agreement shall include the following provisions: (1) The terms of the merger. (2) Any amendments the merger would mak…

(a) A merger pursuant to this article has the following effect: (1) The separate existence of the disappearing entity ceases. (2) The surviving entity succeeds, without other transfer, to the rights and property of the disappearing entity. (3) The surviving entity is subject to a…

If, as a consequence of merger, a surviving entity succeeds to ownership of real property located in this state, the surviving entity’s record ownership of that property may be evidenced by recording in the county in which the property is located a copy of the agreement of merger…

A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a disappearing entity and that takes effect or remains payable after the merger inures to the benefit of the surviving entity. A trust oblig…

Any proceeding, initiated with respect to a corporation, under any applicable statute of the United States, as now existing or hereafter enacted, relating to reorganizations of corporations, shall be governed by the provisions of Chapter 14 (commencing with Section 1400) of Divis…

An unincorporated association may be dissolved by any of the following methods: (a) If the association’s governing documents provide a method for dissolution, by that method. (b) If the association’s governing documents do not provide a method for dissolution, by the affirmative …

Promptly after commencement of dissolution of an unincorporated association, the board or, if none, the members shall promptly wind up the affairs of the association, pay or provide for its known debts or liabilities, collect any amounts due to it, take any other action as is nec…

(a) The provisions of Chapter 12 (commencing with Section 6210) of Part 2 apply to religious corporations except for Section 6216. (b) The Attorney General may bring an action in the proper county to compel compliance with Chapter 12 (commencing with Section 6210) made applicable…

Service of process upon a corporation shall be governed by Chapter 17 (commencing with Section 1700) of Division 1 of Title 1. (Added by Stats. 1978, Ch. 567.)

(a) Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614, 6710, 6711 and 6716. (b) (1) Any corporation may elect voluntarily to wind up and dissolve (A) by approval of a majority …

(a) Notwithstanding any other provision of this division, when a corporation has not issued any memberships, a majority of the directors, or, if no directors have been named in the articles or been elected, the incorporator or a majority of the incorporators, may sign and verify …

The provisions of Chapter 18 (commencing with Section 6810) of Part 2 apply to religious corporations. In so providing, the Legislature encourages the criminal courts of this state in sentencing persons convicted of fraudulent activities in the guise of religious activity to exer…

Except as provided in Sections 12314 and 12484, each member entitled to vote shall be entitled to one vote on each matter submitted to a vote of the members. Single memberships in which two or more persons have an indivisible interest shall be voted as provided in Section 12482. …

(a) The bylaws may provide or, in the absence of such provision, the board may fix, in advance, a date as the record date for the purpose of determining the members entitled to notice of any meeting of members. Such record date shall not be more than 60 nor less than 10 days befo…

Unless otherwise provided in the articles or bylaws, if a membership stands of record in the names of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, spouses as community property, tenants by the entirety, persons entitled to …

(a) In advance of any meeting of members the board may appoint inspectors of election to act at the meeting and any adjournment thereof. If inspectors of election are not so appointed, or if any persons so appointed fail to appear or refuse to act, the chairperson of any meeting …

(a) Except in the case of a central organization, cumulative voting shall not be permitted. In the case of a central organization, if the articles or bylaws authorize cumulative voting, but not otherwise, every member entitled to vote at any election of directors may cumulate suc…

(a) Upon the filing of an action therefor by any director or member or by any person who had the right to vote in the election at issue, the superior court of the proper county shall determine the validity of any election or appointment of any director of any corporation. (b) Upo…

An association may: Engage in any activity in connection with the marketing, selling, preserving, harvesting, drying, processing, manufacturing, canning, packing, grading, storing, handling, or utilization of any fishery products produced or delivered to it by its members; or the…

An association may borrow without limitation as to amount of corporate indebtedness or liability and may make advances to members. (Added by Stats. 1953, Ch. 207.)

An association may act as the agent or representative of any member or members in any of the two next preceding sections. (Added by Stats. 1953, Ch. 207.)

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. (Added by Stats. 1953, Ch. 207.)

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 redemption of, shares of the capital stock or bonds of any corporation or assoc…

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 association, or incidental thereto. (Added by Stats. 1953, Ch. 207.)

An association may levy assessments in the manner and in the amount provided in its by-laws. (Added by Stats. 1953, Ch. 207.)

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 article; or conducive to or expedient for the interest or benefit of the association; …

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 products of nonmembers shall not be dealt in to an amount greater in value than …

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 preserving, drying, processing, canning, packing, storing, handling, shipping, utiliz…

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 contracts and arrangements with any other cooperative or other corporation, associat…

Every application for qualification shall state (1) the maximum amount of securities proposed to be offered in this state; and (2) any adverse order, judgment, or decree entered in connection with the offering by the regulatory authority in any state or by any court or by the Sec…

Any document filed under this law or a predecessor statute may be incorporated by reference in a subsequent application or notice filing if it was filed within four years prior to the filing of the application or notice filing, or is otherwise available in the files of the commis…

An amendment to an application filed after the effective date of the qualification of the sale of securities, if such amendment is approved by the commissioner, shall become effective on such date as the commissioner may determine, having due regard to the public interest and the…

In any proceeding under this law, the burden of proving an exemption or an exception from a definition is upon the person claiming it. (Added by Stats. 1968, Ch. 88.)

(a) Neither (1) the fact that an application for qualification under this law has been filed nor (2) the fact that such qualification has become effective constitutes a finding by the commissioner that any document filed under this law is true, complete, or not misleading. Neithe…

Every applicant for qualification of the sale of securities under this law or every person filing an application or a notice under Sections 25100.1, 25101.1, 25102.1, and 25230.1 or a request for or notice of an exemption from qualification (other than a California corporation, C…

It is unlawful for any person willfully to make any untrue statement of a material fact in any application, notice, or report filed with the commissioner under this part or pursuant to subdivision (b) of Section 25507, or willfully to omit to state in any such application, notice…

No licensee shall engage in any business other than the following: (a) The business of providing financing assistance through the purchase of securities of small business firms or smaller business firms doing business or proposing to do business wholly or substantially in this st…

No licensee shall provide financing assistance to any small business firm for the purpose of evading the requirements of this division. (Amended by Stats. 2010, Ch. 516, Sec. 12. (SB 1155) Effective January 1, 2011.)