reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2503.

2503. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2503.1.

2503.1. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2504.

2504. “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) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2505.

2505. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2506.

2506. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2507.

2507. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2509.

2509. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2510.

2510. “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 Commissioner of Financial Protection and Innovation to engage in, the commercial banking business under the Banking Law (Division 1.1 (commencing with Section 1000) of the Financial Code).
(b) Any 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 Commissioner of Financial Protection and Innovation to engage in, the industrial banking business under the Banking Law (Division 1.1 (commencing with Section 1000) of the Financial Code).
(c) Any social purpose corporation, other than a social purpose corporation described in subdivision (d), 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 Commissioner of Financial Protection and Innovation to engage in, the trust business under the Banking Law (Division 1.1 (commencing with Section 1000) of the Financial Code).
(d) Any social purpose corporation that is authorized by the Commissioner of Financial Protection and Innovation and the Commissioner of Insurance to maintain a title insurance department to engage in title insurance business and a trust department to engage in trust business.
(e) Any 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 Commissioner of Financial Protection and Innovation to engage in, business under Article 1 (commencing with Section 1850) of Chapter 21 of Division 1.1 of the Financial Code.
(Amended by Stats. 2022, Ch. 452, Sec. 50. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2510.1.

2510.1. “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.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2511.

2511. “Reorganization” means a merger reorganization, an exchange reorganization, or a sale of assets reorganization.
(a) “Merger reorganization” means a merger pursuant to Chapter 11 (commencing with Section 1100) of Division 1 and Chapter 8 (commencing with Section 3200), of this division, other than a short-form merger.
(b) “Exchange reorganization” means the acquisition by one domestic social purpose corporation, foreign social purpose corporation, or other business entity in exchange, in whole or in part, for its equity securities, or the equity securities of a domestic social purpose corporation, a foreign social purpose corporation, or an other business entity that is in control of the acquiring entity, of equity securities of another domestic social purpose corporation, foreign social purpose corporation, or other business entity if, immediately after the acquisition, the acquiring entity has control of the other entity.
(c) “Sale-of-assets reorganization” means the acquisition by one domestic social purpose corporation, foreign social purpose corporation, or other business entity in exchange in whole or in part for its equity securities, or the equity securities of a domestic social purpose corporation, a foreign social purpose corporation, or an other business entity that is in control of the acquiring entity, or for its debt securities, or debt securities of a domestic social purpose corporation, foreign social purpose corporation, or other business entity that is in control of the acquiring entity, that are not adequately secured and that have a maturity date in excess of five years after the consummation of the reorganization, or both, of all or substantially all of the assets of another domestic social purpose corporation, foreign social purpose corporation, or other business entity.
(Amended by Stats. 2014, Ch. 694, Sec. 28. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2512.

2512. “Share exchange tender offer” means any acquisition by one social purpose corporation in exchange in whole or in part for its equity securities, or the equity securities of a corporation or a social purpose corporation that is in control of the acquiring social purpose corporation, of shares of another corporation or social purpose corporation, other than an exchange reorganization (subdivision (b) of Section 2511).
(Amended by Stats. 2014, Ch. 694, Sec. 29. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2513.

2513. “Special purpose” means the special purpose set forth in a social purpose corporation’s articles pursuant to subdivision (b) of Section 2602.
(Amended by Stats. 2014, Ch. 694, Sec. 30. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2514.

2514. “Special purpose current report” means the report required of a social purpose corporation pursuant to Section 3501.
(Amended by Stats. 2014, Ch. 694, Sec. 31. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2515.

2515. “Special purpose MD&A” means the management discussion and analysis required of a social purpose corporation pursuant to subdivision (b) of Section 3500.
(Amended by Stats. 2014, Ch. 694, Sec. 32. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2516.

2516. “Special purpose objectives” means those objectives set forth by management and the directors of a social purpose corporation for purposes of measuring the impact of the social purpose corporation’s efforts relating to its special purpose in accordance with Section 3500.
(Amended by Stats. 2014, Ch. 694, Sec. 33. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 1 - General Provisions and Definitions › Section 2517.

2517. “Surviving social purpose corporation” means a social purpose corporation into which one or more other corporations or one or more other business entities is merged.
(Amended by Stats. 2014, Ch. 694, Sec. 34. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 2 - Organization and Bylaws › Section 2600.

2600. (a) One or more natural persons, partnerships, associations, social purpose corporations, or corporations, domestic or foreign, may form a social purpose corporation under this division 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 the articles, the articles shall be signed by one or more incorporators who shall be persons described in subdivision (a).
(c) The corporate existence begins upon the filing of the articles and continues perpetually, unless otherwise expressly provided by law or in the articles.
(Amended by Stats. 2014, Ch. 694, Sec. 35. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 2 - Organization and Bylaws › Section 2600.5.

2600.5. (a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division upon approval by its board of trustees or similar governing body and approval by the affirmative vote of two-thirds of the outstanding voting shares of beneficial interest, or a greater proportion of the outstanding shares of beneficial interest or the vote of those other classes of shares of beneficial interest as may be specifically required by its declaration of trust or bylaws, and the filing of articles with a certificate attached pursuant to this chapter.
(b) In addition to the matters required to be set forth in the articles pursuant to Section 2602, the articles filed pursuant to this section shall state that an existing unincorporated association, stating its name, is being incorporated by the filing of the articles.
(c) The articles filed pursuant to this section shall be signed by the president, or any vice president, and the secretary, or any assistant secretary, of the existing association and shall be accompanied by a certificate signed and verified by those officers signing the articles and stating that the incorporation of the association has been approved by the trustees and by the required vote of holders of shares of beneficial interest in accordance with subdivision (a).
(d) Upon the filing of articles pursuant to this section, the social purpose corporation shall succeed automatically to all of the rights and property of the association being incorporated and shall be subject to all of its debts and liabilities in the same manner as if the social purpose corporation had itself incurred them. The incumbent trustees of the association shall constitute the initial directors of the social purpose corporation and shall continue in office until the next annual meeting of the shareholders or their earlier death, resignation, or removal. All rights of creditors and all liens upon the property of the association shall be preserved unimpaired. Any action or proceeding pending by or against the association may be prosecuted to judgment, which shall bind the social purpose corporation, or the social purpose corporation may be proceeded against or substituted in its place.
(e) The filing for record in the office of the county recorder of any county in this state in which any of the real property of the association is located of a copy of the articles filed pursuant to this section, certified by the Secretary of State, shall evidence record ownership in the social purpose corporation of all interests of the association in and to the real property located in that county.
(Amended by Stats. 2014, Ch. 694, Sec. 36. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 2 - Organization and Bylaws › Section 2601.

2601. (a) The Secretary of State shall not file articles setting forth a name in which “bank,” “trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached to the articles. This subdivision does not apply to the articles of any social purpose corporation subject to the Banking Law on which is endorsed the approval of the Commissioner of Financial Protection and Innovation.
(b) (1) The name of a social purpose corporation shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:
(A) The name of any corporation.
(B) The name of any foreign corporation authorized to transact intrastate business in this state.
(C) Each name that is under reservation pursuant to this title.
(D) The name of a foreign corporation that has registered its name pursuant to Section 2101.
(E) An alternate name of a foreign corporation under subdivision (b) of Section 2106.
(F) A name that will become the record name of a domestic or foreign corporation upon a corporate instrument when there is a delayed effective or file date.
(2) The use by a social purpose corporation of a name in violation of this section may be enjoined notwithstanding the filing of its articles by the Secretary of State.
(3) A corporation formed pursuant to this division before January 1, 2015, may elect to change its status from a flexible purpose corporation to a social purpose corporation by amending its articles of incorporation to change its name to replace “flexible purpose corporation” with “social purpose corporation” and to replace the term “flexible purpose corporation” with “social purpose corporation” as applicable in any statements contained in the articles. For any flexible purpose corporation formed before January 1, 2015, that has not amended its articles of incorporation to change its status to a social purpose corporation, any reference in this division to social purpose corporation shall be deemed a reference to “flexible purpose corporation.”
(c) Any applicant may, upon payment of the fee prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code, obtain from the Secretary of State a certificate of reservation of any name not prohibited by subdivision (b), and upon the issuance of the certificate the name stated in the certificate shall be reserved for a period of 60 days. The Secretary of State shall not, however, issue certificates reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person. No consecutive reservations shall be made by or for the use or benefit of the same person of names so similar as to fall within the prohibitions of subdivision (b).
(Amended by Stats. 2022, Ch. 617, Sec. 41. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 2 - Organization and Bylaws › Section 2604.

2604. Subject to any limitation contained in the articles, to compliance with any other applicable laws, and to consistency with the special purpose of the social purpose corporation, any social purpose corporation other than a social purpose corporation subject to the Banking Law or a professional social purpose corporation may engage in any business activity. A social purpose corporation subject to the Banking Law or a professional social purpose corporation may engage in any business activity not prohibited by the respective statutes and regulations to which it is subject.
(Amended by Stats. 2014, Ch. 694, Sec. 40. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 2 - Organization and Bylaws › Section 2605.

2605. Subject to any limitations contained in the articles, to compliance with other provisions of this division and any other applicable laws, and to consistency with the special purpose of the social purpose corporation, a social purpose corporation shall have all the powers of a natural person in carrying out its business activities, including, without limitation, the power to:
(a) Adopt, use, and at will alter a corporate seal. Failure to affix a seal does not affect the validity of any instrument.
(b) Adopt, amend, and repeal bylaws.
(c) Qualify to do business in any other state, territory, dependency, or foreign country.
(d) Subject to the provisions of Section 510, issue, purchase, redeem, receive, take or otherwise acquire, own, hold, sell, lend, exchange, transfer or otherwise dispose of, pledge, use, and otherwise deal in and with its own shares, bonds, debentures, and other securities.
(e) Make donations, regardless of specific corporate benefit, for the public welfare or for a community fund, hospital, charitable, educational, scientific, civic, or similar purposes.
(f) Pay pensions, and establish and carry out pension, profit-sharing, share bonus, share purchase, share option, savings, thrift, and other retirement, incentive, and benefit plans, trusts, and provisions for any or all of the directors, officers, and employees of the social purpose corporation or any of its subsidiaries or affiliates, and to indemnify and purchase and maintain insurance on behalf of any fiduciary of these plans, trusts, or provisions.
(g) Subject to the provisions of Section 315, assume obligations, enter into contracts, including contracts of guaranty or suretyship, incur liabilities, borrow and lend money and otherwise use its credit, and secure any of its obligations, contracts, or liabilities by mortgage, pledge, or other encumbrance of all or any part of its property, franchises, and income.
(h) Participate with others in any partnership, joint venture, or other association, transaction, or arrangement of any kind, whether or not that participation involves sharing or delegation of control with or to others.
(Amended by Stats. 2014, Ch. 694, Sec. 41. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 3 - Directors and Management › Section 2700.

2700. (a) A director shall perform the duties of a director, including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of the social purpose corporation and its shareholders, and with that care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.
(b) In performing the duties of a director, a director shall be entitled to rely upon information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) An officer or employee of the social purpose corporation whom the director believes to be reliable and competent in the matters presented.
(2) Counsel, independent accountants, or other persons as to matters which the director believes to be within that person’s professional or expert competence.
(3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause that reliance to be unwarranted.
(c) In discharging his or her duties, a director shall consider those factors, and give weight to those factors, as the director deems relevant, including the overall prospects of the social purpose corporation, the best interests of the social purpose corporation and its shareholders, and the purposes of the social purpose corporation as set forth in its articles.
(d) A person who performs the duties of a director in accordance with subdivisions (a), (b), and (c) shall have no liability based upon any alleged failure to discharge the person’s obligations as a director. The liability of a director for monetary damages may be eliminated or limited by a social purpose corporation’s articles to the extent provided in paragraph (10) of subdivision (a) of Section 2603.
(e) Notwithstanding any of the purposes set forth in its articles, a social purpose corporation shall not be deemed to hold any of its assets for the benefit of any party other than its shareholders. However, nothing in this division shall be construed as negating existing charitable trust principles or the Attorney General’s authority to enforce any charitable trust created.
(f) Nothing in this section, express or implied, is intended to create or grant or shall create or grant any right in or for any person or any cause of action by or for any person, and a director shall not be responsible to any party other than the social purpose corporation and its shareholders.
(Amended by Stats. 2014, Ch. 694, Sec. 42. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 6 - Amendment of Articles › Section 3000.

3000. (a) A proposed amendment to the articles of a social purpose corporation shall be approved by the outstanding shares of a class, regardless of whether that class is entitled to vote thereon by the provisions of the articles, if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of that class, other than an increase as provided in either subdivision (b) of Section 405 or subdivision (b) of Section 902.
(2) Effect an exchange, reclassification, or cancellation of all or part of the shares of that class, including a reverse stock split but excluding a stock split.
(3) Effect an exchange, or create a right of exchange, of all or part of the shares of another class into the shares of that class.
(4) Change the rights, preferences, privileges, or restrictions of the shares of that class.
(5) Create a new class of shares having rights, preferences, or privileges prior to the shares of that class, or increase the rights, preferences, or privileges or the number of authorized shares of any class having rights, preferences, or privileges prior to the shares of that class.
(6) In the case of preferred shares, divide the shares of any class into series having different rights, preferences, privileges, or restrictions or authorize the board to do so.
(7) Cancel or otherwise affect dividends on the shares of that class that have accrued but have not been paid.
(b) A proposed amendment shall be approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles, if the amendment would materially alter any special purpose of the social purpose corporation stated in the articles pursuant to paragraph (2) of subdivision (b) of Section 2602, regardless of whether that purpose, as amended, would comply with the provisions of that paragraph.
(c) Different series of the same class shall not constitute different classes for the purpose of voting by classes except when a series is adversely affected by an amendment in a different manner than other shares of the same class.
(d) In addition to approval by a class as provided in subdivisions (a) and (b), a proposed amendment shall also be approved by the outstanding voting shares (Section 152).
(Amended by Stats. 2014, Ch. 694, Sec. 47. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 6 - Amendment of Articles › Section 3001.

3001. (a) A social purpose corporation may, by amendment of its articles pursuant to this section, change its status to that of a nonprofit public benefit corporation, nonprofit mutual benefit corporation, nonprofit religious corporation, or cooperative corporation.
(b) The amendment of the articles to change its status to a nonprofit corporation shall revise the statement of purpose, delete the authorization for shares and any other provisions relating to authorized or issued shares, make other changes as may be necessary or desired, and, if any shares have been issued, provide either for the cancellation of those shares or for the conversion of those shares to memberships of the nonprofit corporation. The amendment of the articles to change status to a cooperative corporation shall revise the statement of purpose, make other changes as may be necessary or desired, and, if any shares have been issued, provide for the cancellation of those shares or for the change of those shares to memberships of the cooperative corporation, if necessary.
(c) If shares have been issued, an amendment to change status to a nonprofit corporation shall be approved by all of the outstanding shares of all classes regardless of limitations or restrictions on their voting rights and an amendment to change status to a cooperative corporation shall be approved by the outstanding shares of each class regardless of limitations or restrictions on their voting rights.
(d) If an amendment pursuant to this section is included in a merger agreement, the provisions of this section shall apply, except that any provision for cancellation or conversion of shares shall be in the merger agreement rather than in the amendment of the articles.
(e) Notwithstanding subdivision (c), if a social purpose corporation is a mutual water company within the meaning of Section 2705 of the Public Utilities Code and under the terms of the status change each outstanding share is converted to a membership of a nonprofit mutual benefit corporation, an amendment to change status to a nonprofit mutual benefit corporation shall be approved by the outstanding shares of each class regardless of limitations or restrictions on their voting rights.
(Amended by Stats. 2014, Ch. 694, Sec. 48. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 6 - Amendment of Articles › Section 3002.

3002. (a) A social purpose corporation may, by amendment of its articles pursuant to this section, change its status to that of a business corporation.
(b) The amendment of the articles to change status to a business corporation shall revise the statement of purpose to delete any provisions in the articles that are permitted by Section 2602, but that are not permitted to be in the articles of a domestic corporation.
(c) If shares have been issued, an amendment to change status to a business corporation shall be approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles. If the status change is approved, shareholders with dissenting shares, as defined in subdivision (b) of Section 1300, may exercise dissenters’ rights pursuant to Section 3305 and Chapter 13 (commencing with Section 1300) of Division 1.
(d) If an amendment pursuant to this section is included in a merger agreement, the provisions of this section shall apply, except that any provision for cancellation or conversion of shares shall be in the merger agreement rather than in the amendment of the articles.
(Amended by Stats. 2014, Ch. 694, Sec. 49. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 7 - Sales of Assets › Section 3100.

3100. (a) A social purpose corporation may sell, lease, convey, exchange, transfer, or otherwise dispose of all or substantially all of its assets when the principal terms of the transaction are approved by the board and are approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles, either before or after approval by the board and before the transaction. A transaction constituting a reorganization shall be subject to Chapter 12 (commencing with Section 1200) of Division 1 and Chapter 10 (commencing with Section 3400) of this division and shall not be subject to this section, other than subdivision (d). A transaction constituting a conversion shall be subject to Chapter 11.5 (commencing with Section 1150) of Division 1 and Chapter 9 (commencing with Section 3300) of this division and shall not be subject to this section.
(b) Notwithstanding approval of two-thirds of the outstanding shares, the board may abandon the proposed transaction without further action by the shareholders, subject to the contractual rights, if any, of third parties.
(c) The sale, lease, conveyance, exchange, transfer, or other disposition may be made upon those terms and conditions and for that consideration as the board may deem in the best interests of the social purpose corporation. The consideration may be money, securities, or other property.
(d) If the acquiring party in a transaction pursuant to subdivision (a) or subdivision (g) of Section 2001 is in control of or under common control with the disposing social purpose corporation, the principal terms of the sale shall be approved by at least 90 percent of the voting power of the disposing social purpose corporation unless the disposition is to a domestic or foreign other business entity or social purpose corporation, the articles of incorporation of which specify materially the same purposes, in consideration of the nonredeemable common shares or nonredeemable equity securities of the acquiring party or its parent.
(e) Subdivision (d) shall not apply to a transaction if the Commissioner of Financial Protection and Innovation, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142, Section 1209 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code.
(Amended by Stats. 2022, Ch. 452, Sec. 52. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 8 - Merger › Section 3200.

3200. If any disappearing social purpose corporation in a merger is a close social purpose corporation and the surviving social purpose corporation is not a close social purpose corporation, the merger shall be approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles, of the disappearing social purpose corporation. The articles may provide for a lesser vote, but not less than a majority of the outstanding shares of each class.
(Amended by Stats. 2014, Ch. 694, Sec. 51. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 8 - Merger › Section 3201.

3201. If any disappearing corporation in a merger is a social purpose corporation and the surviving entity is not a social purpose corporation, or is a social purpose corporation the articles of incorporation of which set forth materially different purposes, the merger shall be approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles, of the disappearing social purpose corporation. If the merger is approved, shareholders with dissenting shares, as defined in subdivision (b) of Section 1300, may exercise dissenters’ rights pursuant to Section 3305 and Chapter 13 (commencing with Section 1300) of Division 1.
(Amended by Stats. 2014, Ch. 694, Sec. 52. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 8 - Merger › Section 3202.

3202. If a disappearing social purpose corporation in a merger is a social purpose corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger shall be approved by all of the outstanding shares of all classes of the disappearing social purpose corporation, regardless of limitations or restrictions on their voting rights, notwithstanding any provision of Chapter 10 (commencing with Section 3400).
(Amended by Stats. 2014, Ch. 694, Sec. 53. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 9 - Conversions › Section 3300.

3300. For purposes of this chapter, the following definitions shall apply:
(a) “Converted social purpose corporation” means a social purpose corporation that results from a conversion of an other business entity or a foreign other business entity or a foreign corporation pursuant to Section 3307.
(b) “Converted entity” means a domestic other business entity that results from a conversion of a social purpose corporation under this chapter.
(c) “Converting social purpose corporation” means a social purpose corporation that converts into a domestic other business entity pursuant to this chapter.
(d) “Converting entity” means an other business entity or a foreign other business entity or foreign corporation that converts into a social purpose corporation pursuant to Section 3307.
(e) “Domestic other business entity” has the meaning provided in Section 167.7.
(f) “Foreign other business entity” has the meaning provided in Section 171.07.
(g) “Other business entity” has the meaning provided in Section 174.5.
(Amended by Stats. 2014, Ch. 694, Sec. 55. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 9 - Conversions › Section 3301.

3301. (a) A social purpose corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, each of the following conditions is met:
(1) Each share of the same class or series of the converting social purpose corporation shall, unless all the shareholders of the class or series consent, be treated equally with respect to any cash, rights, securities, or other property to be received by, or any obligations or restrictions to be imposed on, the holder of that share.
(2) The conversion is approved by an affirmative vote of at least two-thirds of the outstanding shares of each class, or a greater vote if required in the articles, regardless of whether that class is entitled to vote thereon by the provisions of the articles.
(3) Nonredeemable common shares of the converting social purpose corporation shall be converted only into nonredeemable equity securities of the converted entity unless all of the shareholders of the class consent.
(4) Paragraph (1) shall not restrict the ability of the shareholders of a converting social purpose corporation to appoint one or more managers, if the converted entity is a limited liability company, or one or more general partners, if the converted entity is a limited partnership, in the plan of conversion or in the converted entity’s governing documents.
(b) Notwithstanding subdivision (a), the conversion of a social purpose corporation into a domestic other business entity may be effected only if both of the following conditions are met:
(1) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion.
(2) The social purpose corporation complies with any and all other requirements of any other law that applies to conversion to the converted entity.
(Amended by Stats. 2014, Ch. 694, Sec. 56. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 9 - Conversions › Section 3303.

3303. (a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the outstanding shares of a social purpose corporation converting into a domestic other business entity, the converting social purpose corporation shall cause the filing of all documents required by law to effect the conversion and create the converted entity, which documents shall include a certificate of conversion or a statement of conversion as required by Section 3304, and the conversion shall thereupon be effective.
(b) A copy of the statement of partnership authority, certificate of limited partnership, or articles of organization complying with Section 3304, duly certified by the Secretary of State on or after the effective date, shall be conclusive evidence of the conversion of the social purpose corporation.
(Amended by Stats. 2014, Ch. 694, Sec. 58. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 9 - Conversions › Section 3305.

3305. The shareholders with dissenting rights, as defined in subdivision (b) of Section 1300, of a converting social purpose corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of Division 1 of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares, and the converting social purpose corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of Division 1 of a corporation involved in the reorganization. Solely for purposes of applying the provisions of Chapter 13 (commencing with Section 1300) of Division 1, and not for purposes of this chapter, a conversion pursuant to Section 3301 or 3307 shall be deemed to constitute a reorganization.
(Amended by Stats. 2014, Ch. 694, Sec. 60. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 9 - Conversions › Section 3306.

3306. Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for its conversion made under this chapter.
(Added by Stats. 2011, Ch. 740, Sec. 12. (SB 201) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 10 - Reorganizations › Section 3400.

3400. A reorganization or a share exchange tender offer shall be approved by the board of all of the following:
(a) Each constituent social purpose corporation in a merger reorganization.
(b) The acquiring social purpose corporation in an exchange reorganization.
(c) The acquiring social purpose corporation and the social purpose corporation whose property and assets are acquired in a sale-of-assets reorganization.
(d) The acquiring social purpose corporation in a share exchange tender offer.
(e) The social purpose corporation in control of any constituent or acquiring domestic or foreign social purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.”
(Amended by Stats. 2014, Ch. 694, Sec. 62. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 11 - Records and Reports › Section 3501.

3501. (a) The board shall cause a special purpose current report to be sent to the shareholders not later than 45 days following the occurrence of any one or more of the events specified in subdivision (b) or (c), and, to the extent consistent with reasonable confidentiality requirements, shall cause the special purpose current report to be made publicly available by posting it on the social purpose corporation’s Internet Web site or providing it through similar electronic means.
(b) Unless previously reported in the most recent annual report, the special purpose current report shall identify and discuss, in reasonable detail, any expenditure or group of related or planned expenditures, excluding compensation of officers and directors, made in furtherance of the special purpose objectives, whether an operating expenditure, a capital expenditure, or some other expenditure of corporate resources, including, but not limited to, employee time, whether the expenditure was direct or indirect, and whether the expenditure was categorized as overhead or otherwise where the expenditure has or is likely to have a material adverse impact on the social purpose corporation’s results of operations or financial condition for a quarterly or annual fiscal period.
(c) Unless previously reported in the most recent annual report, the special purpose current report shall identify and discuss, in reasonable detail, any decision by the board or action by management to do either of the following:
(1) Withhold expenditures or a group of related or planned expenditures, whether temporarily or permanently, that were to have been made in furtherance of the special purpose as contemplated in the most recent annual report, whether those planned expenditures were an operating expenditure, a capital expenditure, or some other expenditure of corporate resources, including, but not limited to, employee time, whether the planned expenditure was direct or indirect, and whether the planned expenditure to be made would have been categorized as overhead or otherwise, in any case, where the planned expenditure was likely to have had a material positive impact on the social purpose corporation’s impact in furtherance of its special purpose objectives, as contemplated in the most recent annual report.
(2) Determine that the special purpose has been satisfied or should no longer be pursued, whether temporarily or permanently.
(Amended by Stats. 2014, Ch. 694, Sec. 65. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1.5 - SOCIAL PURPOSE CORPORATIONS ACT › CHAPTER 11 - Records and Reports › Section 3503.

3503. Any officers, directors, employees, or agents of a social purpose corporation who do any of the following shall be liable jointly and severally for all the damages resulting therefrom to the social purpose corporation or any person injured by those actions who relied on those actions or to both:
(a) Make, issue, deliver, or publish any prospectus, report, including the reports required pursuant to Sections 3500 and 3501, circular, certificate, financial statement, balance sheet, public notice, or document respecting the social purpose corporation or its shares, assets, liabilities, capital, dividends, business, earnings, or accounts which is false in any material respect, knowing it to be false, or participate in the making, issuance, delivery, or publication thereof with knowledge that the same is false in a material respect.
(b) Make or cause to be made in the books, minutes, records, or accounts of a social purpose corporation any entry that is false in any material particular knowing it to be false.
(c) Remove, erase, alter, or cancel any entry in any books or records of the social purpose corporation, with intent to deceive.
(d) With respect to the reports required pursuant to subdivision (b) of Section 3500 and Section 3501, omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which those statements were made, not misleading in a material respect, knowing the omission to be misleading.
(Amended by Stats. 2014, Ch. 694, Sec. 67. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 1 - CHAMBERS OF COMMERCE, BOARDS OF TRADE, MECHANICS' INSTITUTES, ETC. › Section 12000.

12000. Every corporation organized or existing under Part 1 (commencing with Section 12000) in effect on December 31, 1979, is subject to and deemed to be organized under:
(a) The General Corporation Law (Division 1 (commencing with Section 100) of this title), if the corporation is organized with capital stock.
(b) The Nonprofit Mutual Benefit Corporation Law (Part 3 (commencing with Section 7110) of Division 2 of this title) if the corporation is organized without capital stock.
(Repealed and added by Stats. 1978, Ch. 1305.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 3 - CORPORATIONS FOR SPECIFIC PURPOSES › PART 2 - COOPERATIVE CORPORATIONS › CHAPTER 1 - General Provisions, Organization and Bylaws › ARTICLE 1 - Title, Purposes and Application of Part › Section 12200.

12200. This part shall be known as the Cooperative Corporation Law. This part is intended primarily to apply to the organization and operation of cooperatives, including, but not limited to, consumer cooperatives, worker cooperatives, and cooperatives formed for the purpose of recycling or treating hazardous waste that elect to incorporate under its provisions.
(Amended by Stats. 2015, Ch. 192, Sec. 3. (AB 816) Effective January 1, 2016.)