Title CORP, California Corp. Code

“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 class by an amendment to the articles stating the effect on outstanding shares. (Added by Stats. 1975, Ch. 682.)

“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 rights, preferences, privileges or restrictions from other shares within the same class. Certificated securities and uncertifi…

“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 of a corporation which is in control of the acquiring corporation) of shares of another corporation, other than an exchange r…

“Shares” means the units into which the proprietary interests in a corporation are divided in the articles. (Added by Stats. 1975, Ch. 682.)

“Shareholder” means one who is a holder of record of shares. (Added by Stats. 1975, Ch. 682.)

“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 such shareholder and the corporation, as authorized by subdivision (b) of Section 300. (Amended by Stats. 1976, Ch.…

A member, director, or agent of a nonprofit association is not liable for a debt, obligation, or liability of the association solely by reason of being a member, director, officer, or agent. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)

A member of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The member expressly assumes personal responsibility for the obligation in a signed writing that specifically identifies the …

A director, officer, or agent of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The director, officer, or agent expressly assumes responsibility for the obligation in a signed writing …

(a) A member, director, officer, or agent of a nonprofit association shall be liable for injury, damage, or harm caused by an act or omission of the association or an act or omission of a director, officer, or agent of the association, if any of the following conditions is satisf…

Notwithstanding any other provision of this chapter, a member or person in control of a nonprofit association may be subject to liability for a debt, obligation, or liability of the association under common law principles governing alter ego liability of shareholders of a corpora…

Nothing in this chapter limits application of the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code). (Amended by Stats. 2015, Ch. 44, Sec. 25. (SB 161) Effective January 1, 2016.)

“Short-form merger” means a merger pursuant to Section 1110. (Added by Stats. 1975, Ch. 682.)

“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 of shares of the same class by an amendment to the articles stating the effect on outstanding shares. (Added by Stats. 1975, Ch. 682.)

(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 voting power are owned directly or indirectly through one or more subsidiaries by the specified corporation. (b) For the p…

“Surviving corporation” means a corporation into which one or more other corporations or one or more other business entities are merged. (Amended by Stats. 1994, Ch. 1200, Sec. 18. Effective September 30, 1994.)

“Surviving limited partnership” means a limited partnership into which one or more other limited partnerships or one or more corporations are merged. (Added by Stats. 1993, Ch. 543, Sec. 8. Effective January 1, 1994.)

“Surviving other business entity” means an other business entity into which one or more other business entities or one or more corporations are merged. (Added by Stats. 1994, Ch. 1200, Sec. 19. Effective September 30, 1994.)

(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 this state, other than interstate or foreign commerce. (b) A foreign corporation shall not be considered t…

“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 of the Commercial Code. (Amended by Stats. 1996, Ch. 497, Sec. 29. Effective January 1, 1997.)

“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 caused by death, resignation, removal, change in the authorized number of directors (by the board or the shareholders) or otherwise…

“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 the same in either: (a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the …

“Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603. (Repealed and added by Stats. 1993, Ch. 128, Sec. 3. Effective January 1, 1994.)

“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 include the right to vote upon the happening of some condition or event which has not yet occurred. In any case where different classes of share…

“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 or more classes or series of shares, voting as one or more separate classes or series, to elect one or more directors. (Added by Stats. 1988, Ch…

“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 the requirements of Section 20. (Amended by Stats. 2004, Ch. 254, Sec. 5. Effective Jan…

This division shall be known and may be cited as the Social Purpose Corporations Act. (Amended by Stats. 2014, Ch. 694, Sec. 13. (SB 1301) Effective January 1, 2015.)

Except as otherwise expressly stated, the provisions of Division 1 (commencing with Section 100) shall apply to corporations organized under this division, and references in that division to the terms “close corporation,” “constituent corporation,” “corporation,” “disappearing co…

This division applies only to social purpose corporations organized expressly under this division whether organized or existing under this division or amended, merged or converted into a social purpose corporation in accordance with Chapter 9 (commencing with Section 900) of Divi…

Every social purpose corporation organized under the laws of this state or similar foreign social purpose corporation, all of the capital stock of which is beneficially owned by the United States, an agency or instrumentality of the United States or any social purpose corporation…

Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, that reference is to that statute as it may be amended from time to time, whether before or after the enactment of this division. (Added by Stats. 2011, Ch. 740…

A social purpose corporation may be sued in the same manner as a corporation as provided in the Code of Civil Procedure. (Amended by Stats. 2014, Ch. 694, Sec. 17. (SB 1301) Effective January 1, 2015.)

A social purpose corporation formed under this division shall, in respect of its property, as a condition of its existence as a social purpose corporation, be subject, in the same manner as a corporation, to the provisions of the Code of Civil Procedure authorizing the attachment…

The fees of the Secretary of State for filing instruments by or on behalf of social purpose corporations shall be the same fees prescribed for corporations in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code. (Amende…

(a) Provisions of the articles described in paragraph (3) of subdivision (e) of Section 2602 and subdivisions (a) and (b) of Section 2603 may be made dependent upon facts ascertainable outside of the articles, if the manner in which those facts shall operate upon those provisions…

Nothing contained in this division shall be construed to modify the provisions of subdivision (h) of Section 25102, or the conditions provided therein to the availability of an exemption under that subdivision. (Added by Stats. 2011, Ch. 740, Sec. 12. (SB 201) Effective January 1…

“Annual report” means the report required by subdivision (a) of Section 3500, including the information specified in subdivision (b) of Section 3500. (Added by Stats. 2011, Ch. 740, Sec. 12. (SB 201) Effective January 1, 2012.)

“Close social purpose corporation” means a social purpose corporation that is also a close corporation. (Amended by Stats. 2014, Ch. 694, Sec. 21. (SB 1301) Effective January 1, 2015.)

“Constituent social purpose corporation” means a social purpose corporation that is merged with or into one or more corporations or one or more other business entities and includes a surviving social purpose corporation. (Amended by Stats. 2014, Ch. 694, Sec. 22. (SB 1301) Effect…

“Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150) of Division 1 and Chapter 9 (commencing with Section 3300) of this division. (Added by Stats. 2011, Ch. 740, Sec. 12. (SB 201) Effective January 1, 2012.)

“Disappearing social purpose corporation” means a constituent social purpose corporation that is not the surviving entity. (Amended by Stats. 2014, Ch. 694, Sec. 23. (SB 1301) Effective January 1, 2015.)

“Domestic social purpose corporation” means a corporation organized under this division. (Amended by Stats. 2014, Ch. 694, Sec. 24. (SB 1301) Effective January 1, 2015.)

“Social purpose corporation,” unless otherwise expressly provided, refers only to a corporation organized under this division. (Amended by Stats. 2014, Ch. 694, Sec. 25. (SB 1301) Effective January 1, 2015.)

“Social purpose corporation subject to the Banking Law” means any of the following: (a) A social purpose corporation that, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or that is authorized by the Co…

“Social purpose corporation subject to the Insurance Code as an insurer” means a social purpose corporation that has met the requirements of Sections 201.5, 201.6, and 201.7. (Amended by Stats. 2014, Ch. 694, Sec. 27. (SB 1301) Effective January 1, 2015.)

The following securities are exempted from Sections 25110, 25120, and 25130: (a) Any security (including a revenue obligation) issued or guaranteed by the United States, any state, any city, county, city and county, public district, public authority, public corporation, public en…