Title CORP, California Corp. Code

Unless the provisions or the context otherwise requires, the definitions set forth in this part govern the construction of this part. (Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

This chapter shall be known and may be cited as the California Small Business Financial Development Corporation Law. (Repealed and added by Stats. 2013, Ch. 537, Sec. 2. (AB 1247) Effective October 4, 2013.)

(a) It is the intent of the Legislature in enacting this chapter to promote the economic development of small businesses through the California Small Business Finance Center by making available capital, general management assistance, and other resources, including financial servi…

If any provision of this chapter or the application thereof to any person or circumstances is held invalid, this invalidity shall not affect other provisions or applications of the chapter which can be given effect without the invalid provision or application, and to this end the…

This division shall be known and may be cited as the “Capital Access Company Law.” (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

This division shall be liberally construed to accomplish its purposes. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

The provisions of the Corporate Securities Law of 1968 (Division 1 (commencing with Section 25000) of Title 4) shall apply to licensees. (Added by Stats. 1998, Ch. 668, Sec. 3. Effective January 1, 1999. Operative July 1, 1999, by Sec. 4 of Ch. 668.)

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…

This part shall be known and may be cited as the Nonprofit Public Benefit Corporation Law. (Added by Stats. 1978, Ch. 567.)

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. (Amended by Stats. 1979, Ch. 724.)

This part shall be known and may be cited as the Nonprofit Mutual Benefit Corporation Law. (Added by Stats. 1978, Ch. 567.)

Subject to any other provision 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 lawful purpose; provided that a corporation all of the assets of which are irrevocably dedicated to charita…

This part shall be known and may be cited as the Nonprofit Religious Corporation Law. (Added by Stats. 1978, Ch. 567.)

Subject to any other provision of law of this state applying to the particular class of corporation or line of activity, a corporation may be formed under this part primarily or exclusively for any religious purposes. (Added by Stats. 1978, Ch. 567.)

A corporation may be sued as provided in the Code of Civil Procedure. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Any corporation shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment of corporate property. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January…

Any agreement, certificate, or other instrument filed pursuant to the provisions of this part, may be corrected with respect to any misstatement of fact contained therein, any defect in the execution thereof or any other error or defect contained therein, by filing a certificate …

(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this part, if it conforms to law, it shall be filed by, and in the office of the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 12570 …

The Secretary of State may cancel the filing of articles if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored …

(a) A corporation that (1) fails to file a statement pursuant to Section 12570 for an applicable filing period, (2) has not filed a statement pursuant to Section 12570 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 12670 for the same filing …

Except as otherwise permitted, any reference in this part to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered mail includes certified mail. (Amended by Stats. 1983, Ch. 792, Sec. 2.)

If the articles provide for more than one vote for any member on any matter, the references in Sections 12223 and 12224 to a majority or other proportion of members mean, as to such matters, a majority or other proportion of the votes entitled to be cast. Whenever members are dis…

All references in this part to financial statements of a corporation mean statements prepared in conformity with generally accepted accounting principles or some other basis of accounting which reasonably sets forth the assets and liabilities and the income and expenses of the co…

As used in this part, “independent accountant” means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation…

Any reference in this part to the time a notice is given or sent means, unless otherwise expressly provided, the time a written notice by mail is deposited in the United States mails, postage prepaid; or the time any other written notice is personally delivered to the recipient o…

A notice or report mailed or delivered as part of a newsletter, magazine or other organ regularly sent to members shall constitute written notice or report pursuant to this part when addressed and mailed postage prepaid by first or second class mail or delivered to the member, or…

(a) (1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by t…

“Acknowledged” means that an instrument is either: (a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code; or (b) Accompanied by a declaration in writing signed by the persons executing t…

“Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under Section 12352. (Added by Stats. 1982, C…

“Approval by (or approval of) a majority of all members” means approval by an affirmative vote (or written ballot in conformity with Section 12463) of a majority of the votes entitled to be cast. Such approval shall include the affirmative vote of a majority of the outstanding me…

“Approval by (or approval of) the members” means approved or ratified by the affirmative vote of a majority of the votes represented and voting at a duly held meeting at which a quorum is present (which affirmative votes also constitute a majority of the required quorum) or writt…

“Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, and certificates of incorporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Bylaws” includes amendments thereto and amended bylaws. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Board” means the board of directors of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Business corporation” means a corporation as defined in Section 162 of the General Corporation Law. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Capital account cooperative” is a worker cooperative in which the entire net book value is reflected in member capital accounts, one for each member, and an unallocated capital account, if any. (Added by Stats. 2015, Ch. 192, Sec. 5. (AB 816) Effective January 1, 2016.)

For the purposes of this part, all references to “chairperson of the board,” other than in Section 12353, shall be deemed to refer to all permissible titles for a chair of the board, as permitted by Section 12353. (Amended by Stats. 2022, Ch. 617, Sec. 74. (SB 1202) Effective Jan…

“Chapter” refers to a chapter of this part unless otherwise expressly stated. (Amended by Stats. 1983, Ch. 792, Sec. 3.)

“Class” refers to those memberships which: (a) are identified in the articles or bylaws as being a different type of membership; or (b) have the same rights with respect to voting, dissolution, redemption, distributions and transfer. For the purpose of this section, rights shall …

“Collective board worker cooperative” means a worker cooperative in which there is only one class of members consisting of worker-members, all of whom are members of the board. (Added by Stats. 2015, Ch. 192, Sec. 6. (AB 816) Effective January 1, 2016.)

“Constituent corporation” means a corporation which is merged with one or more other corporations and includes the surviving corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

“Corporation” as used in this part means a corporation which is organized under, or subject to this part, including a central organization. (Amended by Stats. 1983, Ch. 792, Sec. 4.)

“Directors” means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. “Directors” a…

“Disappearing corporation” means a constituent corporation which is not the surviving corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)