reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.05.

17711.05. (a) If the limited liability company and the dissenting member agree that the member’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, the dissenting member is entitled to the agreed price with interest thereon at the legal rate on judgments from the date of consummation of the reorganization. All agreements fixing the fair market value of any dissenting member’s interest as between the limited liability company and that member shall be in writing and filed in the records of the limited liability company.
(b) Subject to the provisions of Section 17711.08, payment of the fair market value for a dissenting interest shall be made within 30 days after the amount has been agreed to or within 30 days after any statutory or contractual conditions to the reorganization are satisfied, whichever is later, and in the case of dissenting interests evidenced by certificates of interest, subject to surrender of such certificates of interest, unless provided otherwise by agreement.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.06.

17711.06. (a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail to agree upon the fair market value of a dissenting interest, then the member or any interested limited liability company, within six months after the date when notice of the approval of the reorganization by the requisite vote or consent of the members was mailed to the member, but not later, may file a complaint in the superior court of the proper county praying the court to determine whether the interest is a dissenting interest, or the fair market value of the dissenting interest, or both, or may intervene in any action pending on such a complaint.
(b) Two or more dissenting members may join as plaintiffs or be joined as defendants in any of those actions and two or more of those actions may be consolidated.
(c) On the trial of the action, the court shall determine the issues. If the status of the membership interest as a dissenting interest is in issue, the court shall first determine that issue. If the fair market value of the dissenting interest is in issue, the court shall determine, or shall appoint one or more impartial appraisers to determine, the fair market value of the dissenting interest.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.07.

17711.07. (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding membership interests of the limited liability company, by class if necessary. Within the time fixed by the court, the appraisers, or a majority of them, shall make and file a report in the office of the clerk of the court. Thereupon, on the motion of any party, the report shall be submitted to the court and considered on such additional evidence as the court considers relevant. If the court finds the report reasonable, the court may confirm it.
(b) If a majority of the appraisers appointed fails to make and file a report within 30 days from the date of their appointment, or within a further time as may be allowed by the court, or the report is not confirmed by the court, the court shall determine the fair market value per interest of the outstanding membership interests of the limited liability company, by class if necessary.
(c) Subject to Section 17711.08, judgment shall be rendered against the limited liability company for payment of an amount equal to the fair market value, as determined by the court, of each dissenting interest that any dissenting member who is a party, or has intervened, is entitled to require the limited liability company to purchase, with interest thereon at the legal rate on judgments from the date of consummation of the reorganization.
(d) Any of those judgments shall be payable forthwith, provided, however, that with respect to membership interests evidenced by transferable certificates of interest, only upon the endorsement and delivery to the limited liability company of those certificates representing the interests described in the judgment. Any party may appeal from the judgment.
(e) The costs of the action, including reasonable compensation for the appraisers, to be fixed by the court, shall be assessed or apportioned as the court considers equitable, but, if the appraisal exceeds the price offered by the limited liability company, the limited liability company shall pay the costs, including, in the discretion of the court, if the value awarded by the court for the dissenting interest is more than 125 percent of the price offered by the limited liability company under subdivision (a) of Section 17711.02, attorney’s fees and fees of expert witnesses.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.08.

17711.08. To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return payment or a portion of the payment by reason of Section 17711.09 or the Uniform Voidable Transactions Act (Chapter 1 (commencing with Section 3439) of Title 2 of Part 2 of Division 4 of the Civil Code), then that payment or portion thereof shall not be made and the dissenting members shall become creditors of the limited liability company for the amount not paid, together with interest thereon at the legal rate on judgments until the date of payment, but subordinate to all other creditors in any proceeding relating to the winding up and dissolution of the limited liability company, such debt to be payable when permissible.
(Amended by Stats. 2015, Ch. 44, Sec. 24. (SB 161) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.09.

17711.09. Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any payment by the limited liability company for that dissenting member’s interest, shall be credited against the total amount to be paid by the limited liability company for such dissenting interest.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.10.

17711.10. Except as expressly limited by this article, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limited liability, until payment by the limited liability company for their dissenting interests. A dissenting member may not withdraw a demand for payment unless the limited liability company consents thereto.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.11.

17711.11. A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled to require the limited liability company to purchase the interest upon the happening of any of the following:
(a) The limited liability company abandons the reorganization.
Upon abandonment of the reorganization, the limited liability company shall pay, on demand, to any dissenting member who has initiated proceeding in good faith under this article, all reasonable expenses incurred in such proceedings and reasonable attorney’s fees.
(b) The interest is transferred prior to its submission for endorsement in accordance with Section 17711.04.
(c) The dissenting member and the limited liability company do not agree upon the status of the interest as a dissenting interest or upon the purchase price of the dissenting interest, and neither files a complaint nor intervenes in a pending action, as provided in Section 17711.06, within six months after the date upon which notice of the approval of the reorganization by the requisite vote or consent of members was mailed to the member.
(d) The dissenting member, with the consent of the limited liability company, withdraws the member’s demand for purchase of the dissenting interest.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.12.

17711.12. If litigation is instituted to test the sufficiency or regularity of the vote or consent of the members in authorizing a reorganization, any proceedings under Sections 17711.06 and 17711.07 shall be suspended until final determination of that litigation.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.13.

17711.13. (a) This article applies to the following:
(1) A domestic limited liability company formed on or after January 1, 2014.
(2) A foreign limited liability company if the foreign limited liability company was formed on or after January 1, 2014, or filed an application to qualify to do business on or after January 1, 2014, and members holding more than 50 percent of the voting power held by all members of the foreign limited liability company reside in this state.
(3) A limited liability company if the operating agreement so provides or if all managers and a majority of the members, if it is a manager-managed limited liability company, or a majority, if it is a member-managed limited liability company, determine that this article shall apply.
(b) This article does not apply to membership interests governed by operating agreements whose terms and provisions specifically set forth the amount to be paid in respect of those interests in the event of a reorganization of the limited liability company, or to any limited liability company with 35 or fewer members if all the members have waived the application of this article in writing, whether in an operating agreement or otherwise, provided that if, at the time of the reorganization, the limited liability company had more than 35 members, any waiver shall be ineffective as to that reorganization.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 11 - Dissenters Rights › Section 17711.14.

17711.14. (a) No member of a limited liability company who has a right under this article to demand payment of cash for the interest owned by a member in a limited liability company shall have any right at law or in equity to attack the validity of the reorganization, or to have the reorganization set aside or rescinded, except in an action to test whether the vote or consent of members required to authorize or approve the reorganization has been obtained in accordance with the procedures established therefor by the operating agreement of the limited liability company.
(b) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, subdivision (a) shall not apply to any member of the controlled party who has not demanded payment of cash for the member’s interest pursuant to this article; but if the member institutes any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, the member shall not thereafter have any right to demand payment of cash for the member’s interest pursuant to this article.
(c) If one of the parties to a reorganization is directly or indirectly controlled by, or under common control with, another party to the reorganization, then, in any action to attack the validity of the reorganization or to have the reorganization set aside or rescinded, both of the following apply:
(1) A party to a reorganization that controls another party to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the members of the controlled party.
(2) A person that controls two or more parties to a reorganization shall have the burden of proving that the transaction is just and reasonable as to the members of any party so controlled.
(d) Subdivisions (b) and (c) shall not apply if a majority of the members other than members who are directly or indirectly controlled by, or under common control with, another party to the reorganization approve or consent to the reorganization.
(e) This section shall not prevent a member of a limited liability company that is a party to a reorganization from bringing an action against a manager of the limited liability company, the limited liability company, or any person controlling a manager at law or in equity as to any matters, including, without limitation, an action for breach of fiduciary obligation or fraud, other than to attack the validity of the reorganization or to have the reorganization set aside or rescinded.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 12 - Class Provisions › Section 17712.01.

17712.01. The articles of organization or the operating agreement may provide for the creation of classes of members having those relative rights, powers, and duties as the articles of organization or operating agreement may provide, including rights, powers, and duties senior to other classes of members.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.01.

17713.01. In applying and construing this uniform act, consideration shall be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.02.

17713.02. This title modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. Sec. 7001 et seq.), but does not modify, limit, or supersede Section 101(c) of that act (15 U.S.C. Sec. 7001(c)), or authorize electronic delivery of any of the notices described in Section 103(b) of that act (15 U.S.C. Sec. 7003(b)).
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.03.

17713.03. This title does not affect an action commenced, proceeding brought, or right accrued or accruing before this title takes effect.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.04.

17713.04. (a) Except as otherwise provided in subdivisions (b) and (c), this title shall apply to all domestic limited liability companies existing on or after January 1, 2014, to all foreign limited liability companies registered with the Secretary of State prior to January 1, 2014, whose registrations have not been canceled as of January 1, 2014, to all foreign limited liability companies registered with the Secretary of State on or after January 1, 2014, and to all actions taken by the managers or members of a limited liability company on or after that date.
(b) Except as otherwise specified in this title, this title applies only to the acts or transactions by a limited liability company or by the members or managers of the limited liability company occurring, or an operating agreement or other contracts entered into by the limited liability company or by the members or managers of the limited liability company, on or after January 1, 2014. The prior law governs all acts or transactions by a limited liability company or by the members or managers of the limited liability company occurring, and any operating agreement or other contracts entered into by the limited liability company or by the members or managers of the limited liability company, prior to January 1, 2014.
(c) Any vote or consent by the managers or members of a limited liability company prior to January 1, 2014, shall be governed by prior law. If a certificate or document is required to be filed in a public office of this state relating to a vote or consent by the managers or members of the limited liability company prior to January 1, 2014, it may be filed after that date pursuant to the filing requirements of this title, even though the vote or consent is governed by prior law.
(d) This title does not cancel or otherwise affect the status of, or create a new filing requirement with the Secretary of State or any other agency, board, commission, or department for, any domestic limited liability company in existence on December 31, 2013, or any foreign limited liability company registered to transact intrastate business in this state prior to January 1, 2014.
(e) For the purposes of this section, “prior law” means Title 2.5 (commencing with Section 17000) as it read on December 31, 2013.
(Amended by Stats. 2015, Ch. 775, Sec. 21. (AB 506) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.05.

17713.05. This title, or any division, part, chapter, article, or section thereof, may at any time be amended or repealed.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.06.

17713.06. (a) If a manager or member required by this title to execute or file any document fails, after demand, to do so within a reasonable time or refuses to do so, any other manager or member, or any person appointed by a court of competent jurisdiction, may prepare, execute, and file that document with the Secretary of State.
(b) If there is any dispute concerning the filing of a document, or the failure to file a document, any manager or member may petition the superior court to direct the execution of the document.
(c) If the court finds that it is proper for the document to be executed and that any person so designated has failed or refused to execute the document, or if the court determines that any document should be filed, it shall order a party to file the document, on a form prescribed by the Secretary of State if appropriate, as ordered by the court.
(d) In any action under this section, if the court finds the failure of the manager or member to comply with the requirement to file any document to have been without justification, the court may award an amount sufficient to reimburse the managers or members bringing the action for the reasonable expenses incurred by them, including attorney’s fees, in connection with the action or proceeding.
(e) Any member who is not a manager, or any person filing any document under this section, shall state the statutory authority after the signature on the appropriate document.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.07.

17713.07. (a) Every limited liability company that neglects, fails, or refuses to keep or cause to be kept or maintained the documents, books, and records required by Section 17701.13 to be kept or maintained shall be subject to a penalty of twenty-five dollars ($25) for each day that the failure or refusal continues, beginning 30 days after receipt of written request by any member that the duty be performed, up to a maximum of one thousand five hundred dollars ($1,500). The penalty shall be paid to the member or members jointly making the request for performance of the duty and damaged by the neglect, failure, or refusal, if suit therefor is commenced within 90 days after the written request is made; but the maximum daily penalty because of failure to comply with any number of separate requests made on any one day or for the same act shall be two hundred fifty dollars ($250).
(b) Upon the failure of a limited liability company, or a foreign limited liability company registered to transact intrastate business in this state, to file the statement required by Section 17702.09, the Secretary of State shall provide a notice of that delinquency to the limited liability company or foreign limited liability company. The notice shall also contain information concerning the application of this section, advise the limited liability company or foreign limited liability company of the penalty imposed by this subdivision for failure to timely file the required statement after notice of delinquency has been provided by the Secretary of State, and shall advise the limited liability company or foreign limited liability company of its right to request relief from the Secretary of State because of reasonable cause or unusual circumstances that justify the failure to file. If, within 60 days after providing notice of the delinquency, a statement pursuant to Section 17702.09 has not been filed by the limited liability company or foreign limited liability company, the limited liability company or foreign limited liability company shall be subject to a penalty of two hundred fifty dollars ($250).
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.08.

17713.08. Any penalty prescribed by Section 17713.07 shall be in addition to any remedy by injunction or action for damages or by writ of mandate for the nonperformance of acts and duties enjoined by law upon the limited liability company or its managers, including, without limitation, the remedies provided in subdivisions (f) and (g) of Section 17704.10. The court in which an action for any penalty is brought may reduce, remit, or suspend the penalty on any terms and conditions as it may deem reasonable when it is made to appear that the neglect, failure, or refusal was inadvertent or excusable.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.10.

17713.10. (a) A limited liability company that (1) fails to file a statement pursuant to Section 17702.09 for an applicable filing period, (2) has not filed a statement pursuant to Section 17702.09 during the preceding 24 months, and (3) was certified for penalty pursuant to Section 17713.09 for the same filing period, shall be subject to suspension pursuant to this section rather than to penalty pursuant to Section 17713.09.
(b) When subdivision (a) is applicable, the Secretary of State shall notify the limited liability company that its powers, rights, and privileges will be suspended after 60 days if it fails to file a statement pursuant to Section 17702.09.
(c) After the expiration of the 60-day period without any statement filed pursuant to Section 17702.09, the Secretary of State shall notify the Franchise Tax Board of the suspension, and shall provide a notice of the suspension to the limited liability company and thereupon, except for the purpose of amending the articles of organization to set forth a new name, the powers, rights, and privileges of the limited liability company are suspended.
(d) A statement pursuant to Section 17702.09 may be filed notwithstanding suspension of the powers, rights, and privileges pursuant to this section or Section 23301 or 23301.5 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 17702.09 by a limited liability company that has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the limited liability company may thereupon be relieved from suspension unless the limited liability company is held in suspension by the Franchise Tax Board by reason of Section 23301 or 23301.5 of the Revenue and Taxation Code.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.11.

17713.11. (a) Sections 17713.09 and 17713.10 apply to foreign limited liability companies with respect to the statements required to be filed by Section 17702.09. For this purpose, the suspension of the powers, rights, and privileges of a domestic limited liability company shall mean the forfeiture of the exercise of the powers, rights, and privileges of a foreign limited liability company in this state.
(b) The forfeiture of the exercise of the powers, rights, and privileges of a foreign limited liability company in this state as used in subdivision (a) does not prohibit the transaction of business in this state by a foreign limited liability company if the business transacted subsequent to the forfeiture would not, considered as an entirety, require the foreign limited liability company to obtain a certificate of registration pursuant to Section 17708.02.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 2.6 - CALIFORNIA REVISED UNIFORM LIMITED LIABILITY COMPANY ACT › ARTICLE 13 - Miscellaneous Provisions › Section 17713.13.

17713.13. This title shall become operative on January 1, 2014.
(Added by Stats. 2012, Ch. 419, Sec. 20. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18000.

18000. 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.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18003.

18003. “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.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18005.

18005. “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.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18008.

18008. “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.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18010.

18010. “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 issue may be inferred from its established practices. For the purpose of this section, “established practices” means the practices used by an unincorporated association without material change or exception during the most recent five years of its existence, or if it has existed for less than five years, during its entire existence.
(Amended by Stats. 2005, Ch. 116, Sec. 4. Effective January 1, 2006.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18015.

18015. (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 association, “member” means a person who, pursuant to the governing principles of the unincorporated association, has a right to participate in the selection of persons authorized to manage the affairs of the unincorporated association or in the development of policy of the unincorporated association, but does not include a person who participates solely as director, officer, or agent of the association.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18020.

18020. (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 in which it may lawfully engage.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18025.

18025. “Officer” means a natural person serving as an unincorporated association’s chair, president, secretary, chief financial officer, or other position of authority that is established pursuant to the association’s governing principles.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18030.

18030. “Person” includes a natural person, corporation, partnership, or other unincorporated organization, government, or governmental subdivision or agency, or any other entity.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 1 - Definitions › Section 18035.

18035. (a) “Unincorporated association” means an unincorporated group of two or more persons joined by mutual consent for a common lawful purpose, whether organized for profit or not.
(b) Joint tenancy, tenancy in common, community property, or other form or property tenure does not by itself establish an unincorporated association, even if coowners share ownership of the property for a common purpose.
(c) Marriage or creation of a registered domestic partnership does not by itself establish an unincorporated association.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 2 - Application of Title › Section 18055.

18055. This title does not apply to any of the following persons:
(a) A corporation.
(b) A government or governmental subdivision or agency.
(c) A partnership or joint venture.
(d) A limited liability company.
(e) A labor organization, labor federation, labor council, or labor committee, that is governed by a constitution or bylaws. As used in this subdivision, “labor organization” means any organization of any kind, or any agency or employee representation committee or plan, where employees participate and which exists for the purpose, in whole or in part, of dealing with employers concerning grievances, labor disputes, wages, rates of pay, hours of employment, or conditions of work.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 2 - Application of Title › Section 18060.

18060. If a statute specific to a particular type of unincorporated association is inconsistent with a general provision of this title, the specific statute prevails to the extent of the inconsistency.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 2 - Application of Title › Section 18065.

18065. Except to the extent this title provides a specific rule, the general law of agency, including Article 2 (commencing with Section 2019) of Chapter 2 of Title 6 of, and Title 9 (commencing with Section 2295) of, Part 4 of Division 3 of the Civil Code, applies to an unincorporated association.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 2 - Application of Title › Section 18070.

18070. A provision of this title, insofar as it is substantially the same as a previously existing provision relating to the same subject matter, shall be considered as a restatement and continuation thereof and not as a new enactment, and a reference in a statute to the provision shall be deemed to include a reference to the previously existing provision unless a contrary intent appears.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18100.

18100. The interest of a member in an unincorporated association is personal property.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18105.

18105. An unincorporated association may, in its name, acquire, hold, manage, encumber, or transfer an interest in real or personal property.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18110.

18110. Property acquired by or for an unincorporated association is property of the unincorporated association and not of the members individually.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18115.

18115. The acquisition, transfer, or encumbrance of an interest in real property by an unincorporated association shall be executed by its president and secretary or other comparable officers, or by a person specifically designated by a resolution adopted by the association, or by a committee or other body or person authorized to act by the governing principles of the association.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18120.

18120. (a) An unincorporated association may record in a county in which it has an interest in real property a verified and acknowledged statement of authority stating the name of the association, and the names, title, or capacity of its officers and other persons who are authorized on its behalf to acquire, transfer, or encumber real property. For the purposes of this section, “statement of authority” includes a certified copy of a statement recorded in another county.
(b) An unincorporated association may revoke a statement of authority by recording either of the following documents in the county in which the statement of authority is recorded:
(1) A new statement of authority that satisfies the requirements of subdivision (a). The new statement supersedes the revoked statement.
(2) A verified and acknowledged document that expressly revokes the statement of authority.
(c) It shall be conclusively presumed in favor of a bona fide transferor, or purchaser, or encumbrancer for value of real property of the association located in the county in which a statement of authority has been recorded pursuant to subdivision (a), that a person designated in the statement is authorized to acquire, transfer, or encumber real property on behalf of the association.
(d) The presumption provided in subdivision (c) does not apply if, before the acquisition, transfer, or encumbrance, either of the following occurs:
(1) The statement of authority is revoked by the unincorporated association.
(2) A person claiming to be a member, director, or officer of the unincorporated association records, in the county in which the property is located, a verified and acknowledged document stating that the statement of authority is erroneous or unauthorized.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18122.

18122. An unincorporated association holding property for charitable purposes shall comply with the Supervision of Trustees and Fundraisers for Charitable Purposes Act, Article 7 (commencing with Section 12580) of Chapter 6 of Part 2 of Division 3 of Title 2 of the Government Code, if applicable.
(Added by Stats. 2011, Ch. 442, Sec. 32. (AB 1211) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18125.

18125. No limitation on the power of an unincorporated association to acquire, hold, manage, pledge, encumber, or transfer an interest in real or personal property, or the manner of exercise of those powers, shall be asserted as between the unincorporated association or a member of the unincorporated association and a third person, except in the following proceedings:
(a) A proceeding to enjoin an unauthorized act, or the continuation of an unauthorized act, where a third person has not yet acquired rights that would be adversely affected by the injunction, or where, at the time of the unauthorized act, the third person had actual knowledge that the act was unauthorized.
(b) A proceeding to dissolve the unincorporated association.
(c) A proceeding against a director, officer, or agent of the unincorporated association for violation of that person’s authority.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18130.

18130. After all of the known debts and liabilities of an unincorporated association in the process of winding up its affairs have been paid or adequately provided for, the assets of the association shall be distributed in the following manner:
(a) Assets held upon a valid condition requiring return, transfer, or conveyance of the assets, which condition has occurred or will occur, shall be returned, transferred, or conveyed in accordance with the condition.
(b) After complying with subdivision (a), any remaining assets that are held in trust shall be distributed in accordance with the trust.
(c) After complying with subdivisions (a) and (b), any remaining assets shall be distributed in accordance with the governing principles of the association. If the governing principles do not provide the manner of distribution of the assets, the assets shall be distributed pro rata to the current members of the association.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 3 - Property › Section 18135.

18135. (a) Notwithstanding Section 18260, a cause of action against an unincorporated association may be enforced against a person who received assets distributed under Section 18130. Liability under this section shall be limited to the value of the assets distributed to the person or the person’s pro rata share of the claim against the unincorporated association, whichever is less.
(b) An action under this section shall be commenced before the earlier of the following dates:
(1) Expiration of the statute of limitations applicable to the cause of action.
(2) Four years after dissolution of the unincorporated association. This paragraph does not apply in a quiet title action.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 4 - Designation of Agent for Service of Process › Section 18200.

18200. (a) An unincorporated association may file with the Secretary of State, on a form prescribed by the Secretary of State, a statement containing either of the following:
(1) A statement designating the location and complete street address of the unincorporated association’s principal office in California. Only one place may be designated.
(2) A statement (A) designating the location and complete street address of the unincorporated association’s principal office in California in accordance with paragraph (1) or, if the unincorporated association does not have an office in this state, designating the complete street address and mailing address, if different, of the unincorporated association to which the Secretary of State shall send any notices required to be sent to the association under Sections 18210 and 18215, and (B) designating as agent of the association for service of process any natural person residing in this state or any corporation that has complied with Section 1505 and whose capacity to act as an agent has not terminated.
(b) If a natural person is designated as agent for service of process, the statement shall include the person’s complete business or residence street address. If a corporate agent is designated, no address for it shall be included.
(c) Filing is deemed complete on acceptance by the Secretary of State of the statement and the filing fee.
(d) At any time, an unincorporated association that has filed a statement under this section may file a new statement superseding the last previously filed statement. If the new statement does not designate an agent for service of process, the filing of the new statement shall be deemed to revoke the designation of an agent previously designated. A statement filed under this section expires five years from December 31 following the date it was filed in the office of the Secretary of State, unless previously superseded by the filing of a new statement.
(e) Delivery by hand of a copy of any process against the unincorporated association (1) to any natural person designated by it as agent, or (2) if the association has designated a corporate agent, to any person named in the last certificate of the corporate agent filed pursuant to Section 1505 at the office of the corporate agent shall constitute valid service on the association.
(f) For filing a statement as provided in this section, the Secretary of State shall charge and collect the fee provided in paragraph (1) of subdivision (b) of Section 12191 of the Government Code for filing a designation of agent.
(g) Notwithstanding Section 18055, a statement filed by a partnership under former Section 24003 is subject to this chapter until the statement is revoked or expires.
(Amended by Stats. 2022, Ch. 617, Sec. 128. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 3 - UNINCORPORATED ASSOCIATIONS › PART 1 - GENERAL PROVISIONS › CHAPTER 4 - Designation of Agent for Service of Process › Section 18205.

18205. (a) The Secretary of State shall mark each statement filed under Section 18200 with a consecutive file number and the date of filing. In lieu of retaining the original statement, the Secretary of State may retain a copy in accordance with Section 14756 of the Government Code.
(b) The Secretary of State shall index each statement filed under Section 18200 according to the name of the unincorporated association as set out in the statement and shall enter in the index the file number and the address of the association as set out in the statement and, if an agent for service of process is designated in the statement, the name of the agent and, if a natural person is designated as the agent, the address of that person.
(c) Upon request of any person, the Secretary of State shall issue a certificate showing whether, according to the Secretary of State’s records, there is on file on the date of the certificate, any presently effective statement filed under Section 18200 for an unincorporated association using a specific name designated by the person making the request. If a statement is on file, the certificate shall include the information required by subdivision (b) to be included in the index. The fee for the certificate is the fee provided in Section 12183 of the Government Code.
(d) When a statement has expired under subdivision (d) of Section 18200, the Secretary of State shall enter that fact in the index together with the date of the expiration.
(e) Four years after a statement has expired, the Secretary of State may destroy or otherwise dispose of the statement and delete information concerning that statement from the index.
(Added by Stats. 2004, Ch. 178, Sec. 10. Effective January 1, 2005.)