Title CORP, California Corp. Code

(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 management and policies of a corporation. (b) “Control” in Sections 181, 1001, and 1200 means the ownership directly or indirectly o…

“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 a surviving corporation. (Amended by Stats. 1994, Ch. 1200, Sec. 9. Effective September 30, 1994.)

“Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership. (Added by Stats. 1993, Ch. 543, Sec. 2. Effective January 1, 1994.)

“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 entity. (Added by Stats. 1994, Ch. 1200, Sec. 10. Effective September 30, 1994.)

“Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150). (Added by Stats. 2002, Ch. 480, Sec. 1. Effective January 1, 2003.)

“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 subdivision (a) of Section 102. (Amended by Stats. 1976, Ch. 641.)

“Corporation subject to the Banking Law” (Division 1.1 (commencing with Section 1000) of the Financial Code) means: (a) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is…

For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative dividends in arrears” means only cumulative dividends that have not been paid as required on a scheduled payment date set forth in, or determined pursuant to, the articles of incorporat…

“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 name or title to act as directors, and their successors. (Amended by Stats. 1976, Ch. 641.)

“Disappearing corporation” means a constituent corporation which is not the surviving corporation. (Added by Stats. 1975, Ch. 682.)

“Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership. (Added by Stats. 1993, Ch. 543, Sec. 3. Effective January 1, 1994.)

“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 otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or p…

“Domestic corporation” means a corporation formed under the laws of this state. (Added by Stats. 1975, Ch. 682.)

“Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000. (Added by Stats. 1994, Ch. 1200, Sec. 11. Effective September 30, 1994.)

“Domestic limited partnership” means any limited partnership formed under the laws of this state. (Amended by Stats. 2006, Ch. 495, Sec. 4. Effective January 1, 2007.)

“Domestic other business entity” means an other business entity organized under the laws of this state. (Added by Stats. 1994, Ch. 1200, Sec. 12. Effective September 30, 1994.)

“Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity. (Added by Stats. 1994, Ch. 1200, Sec. 13. Effective September 30, 1994.)

“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 interest, or equivalent equity interest in an other business entity; and any security convertible with or without…

“Filed”, unless otherwise expressly provided, means filed in the office of the Secretary of State. (Added by Stats. 1975, Ch. 682.)

“Foreign association” means a business association organized as a trust under the laws of a foreign jurisdiction. (Added by Stats. 1975, Ch. 682.)

“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 association, unless otherwise stated. “Foreign corporation” as used in Chapter …

“Foreign limited liability company” means a foreign limited liability company as defined in subdivision (j) of Section 17701.02. (Amended by Stats. 2012, Ch. 419, Sec. 5. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)

“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 or under the laws of a foreign country. (Amended by Stats. 2006, Ch. 495, Sec. 5…

“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. (Added by Stats. 1994, Ch. 1200, Sec. 15. Effective September 30, 1994.)

“Social purpose corporation” means any social purpose corporation formed under Division 1.5 (commencing with Section 2500). (Amended by Stats. 2014, Ch. 694, Sec. 3. (SB 1301) Effective January 1, 2015.)

“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 uncertificated securities, means the written statements that are periodically, or …

“Limited liability company” means a limited liability company as defined in subdivision (k) of Section 17701.02. (Amended by Stats. 2012, Ch. 419, Sec. 6. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)

“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. (Added by Stats. 1993, Ch. 543, Sec. 6. Effective January 1, 1994.)

“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 corporation, including any cumulative dividends accrued and unpaid, in priority to shares…

“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 any assistant secretary or assistant treasurer. (Amended by Stats. 2015, Ch. 98…

“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, that the applicable provisions of subdivision (a) of Section 8202 and Section 8204 …

“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 a nonprofit association), or a domestic reciprocal insurer organized after…

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 intermediaries. In Sections 1001, 1101, and 1113, “parent” means a person in control (…

“Preferred shares” means shares other than common shares. (Added by Stats. 1975, Ch. 682.)

“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 office, the County of Sacramento. (Amended by Stats. 2022, Ch. 617, Sec. 5. (SB 12…

“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 to the shares of such shareholder. “Signed” for the purpose of this section mea…

“Proxyholder” means the person or persons to whom a proxy is given. (Added by Stats. 1975, Ch. 682.)

“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. Unless otherwise expressly provided, the redemption price is payable in cash. (Added by Stats. …

“Redomestication” means the transfer of an insurer’s place of incorporation from another state to this state or from this state to another state. (Added by Stats. 1995, Ch. 702, Sec. 2. Effective January 1, 1996.)

Unless the provision or context otherwise requires, the definitions in this chapter govern the construction of this title. (Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)

“Board” means the board of directors or other governing body of an unincorporated association. (Added by Stats. 2005, Ch. 116, Sec. 1. Effective January 1, 2006.)

“Director” means a natural person serving as a member of the board or other governing body of the unincorporated association. (Amended by Stats. 2005, Ch. 116, Sec. 2. Effective January 1, 2006.)

“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 members. (Added by Stats. 2005, Ch. 116, Sec. 3. Effective January 1, 2006.)

“Governing principles” means the principles stated in an unincorporated association’s governing documents. If an association has no governing documents or the governing documents do not include a provision governing an issue, the association’s governing principles regarding that …

(a) If the governing principles of an unincorporated association define the membership of the association, “member” has the meaning provided by the governing principles. (b) If the governing principles of an unincorporated association do not define the membership of the associati…

(a) “Nonprofit association” means an unincorporated association with a primary common purpose other than to operate a business for profit. (b) A nonprofit association may carry on a business for profit and apply any profit that results from the business activity to any activity i…