Title CORP, California Corp. Code

“Membership certificate,” as used in this part, means a document evidencing a proprietary interest in a corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Officers’ certificate” means a certificate signed and verified by the chair 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. 2009, Ch. 631, …

“On the certificate,” as used in this part means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on the face. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a domestic reciprocal insurer organized after 1974 to provide medical malpractice …

“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, or exchanged in a merger pursuant to Section 12540.1. (Added by Stats. 1999, Ch. 437, Sec. 23.7. Effect…

(a) (1) If the corporation is organized to provide goods or services to its members, the corporation’s “patrons” are those who purchase those types of goods from, or use those types of services of, the corporation. If the corporation is organized to market, process, or otherwise …

“Patronage distribution” means any transfer made to a patron of the corporation the amount of which is computed with reference to the patron’s patronage of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Person,” unless otherwise expressly provided, includes any association, company, domestic or foreign corporation, corporation sole, estate, individual, joint stock company, joint venture, partnership, domestic or foreign limited liability company, government or political subdivi…

“Preferred memberships” means memberships that have a preference over any other memberships with respect to distribution of assets on liquidation or with respect to payment of distributions. (Added by Stats. 2013, Ch. 538, Sec. 1. (AB 1255) Effective January 1, 2014.)

“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 of Sacramento. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Series” of memberships means memberships within a class of memberships that have the same rights, privileges, preferences, restrictions, and conditions, but that differ in one or more rights, privileges, preferences, restrictions, or conditions from other memberships within the …

“Shareholder” shall have the same meaning as “member” as defined in Section 12238. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Share certificate” shall have the same meaning as “membership certificate” as defined in Section 12240. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Surviving corporation” means a corporation into which one or more other corporations are merged. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“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 death, resignation, removal, change in the number of directors authorized in the articles or bylaws (by the board or the members), or…

“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, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 12351 and authorization by written ballot pursuant to Section 12463. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

(a) “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 that has not yet occurred. (b) If different classes of memberships a…

“Worker cooperative” or “employment cooperative” means a corporation formed under this part that includes a class of worker-members who are natural persons whose patronage consists of labor contributed to or other work performed for the corporation. Election to be organized as a …

“Written” or “in writing” includes facsimile, telegraphic, and other electronic communication as authorized by this code. (Amended by Stats. 2004, Ch. 254, Sec. 35. Effective January 1, 2005.)

“Written ballot” does not include a ballot distributed at a special or regular meeting of members. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

A central organization is a corporation whose membership is composed, in whole or in part, of other corporations organized under this part. (Added by Stats. 1983, Ch. 792, Sec. 7.)

Unless the context otherwise requires, the definitions in this section shall govern the construction of this chapter. (a) “Bank” means the California Infrastructure and Economic Development Bank. (b) “Bank board” means the board of directors of the California Infrastructure and E…

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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective …

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

“Commissioner” means the Commissioner of Financial Protection and Innovation or their designee with respect to a particular matter. (Amended by Stats. 2022, Ch. 452, Sec. 86. (SB 1498) Effective January 1, 2023.)

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of C…

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4…

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. …

“License” means a license issued under this division authorizing a licensee to transact business as a capital access company. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

“Licensee” means a company that is licensed under this division. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective Janua…

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operativ…

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 o…

“Security” has the meaning set forth in Section 25019. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

“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. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective J…

“Voting power” has the meaning set forth in Section 194.5. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

(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…