reglab/statecodes huggingface dataset:
2023 California Code › Corporations Code - CORP › GENERAL PROVISIONS › Section 17.1.

17.1. (a) In addition to the definition set forth in Section 17, the term “signature” includes a signature in a facsimile document filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State.
(b) The terms “signed” and “executed,” when used with respect to the documents filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State, include a document bearing a signature under subdivision (a).
(c) The Secretary of State shall accept facsimile signatures on documents that are delivered by mail or by hand.
(d) A person on whose behalf a document bearing a facsimile signature is submitted for filing to the Secretary of State shall maintain the originally signed document for at least five years from the date of filing.
(e) The Secretary of State may adopt procedures permitting the direct electronic or facsimile presentation of the documents specified in subdivisions (a) and (b). However, the Secretary of State is not required to accept those direct electronic or facsimile filings until procedures are adopted.
(Added by Stats. 2003, Ch. 273, Sec. 1. Effective January 1, 2004.)
2023 California Code › Corporations Code - CORP › GENERAL PROVISIONS › Section 20.

20. “Electronic transmission by the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission under this code by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that person’s capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (a) any right of the recipient to have the record provided or made available on paper or in nonelectronic form, (b) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the corporation, and (c) the procedures the recipient must use to withdraw consent.
(Amended by Stats. 2009, Ch. 96, Sec. 1. (AB 285) Effective January 1, 2010.)
2023 California Code › Corporations Code - CORP › GENERAL PROVISIONS › Section 21.

21. “Electronic transmission to the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.
(Added by Stats. 2004, Ch. 254, Sec. 4. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 100.

100. (a) This division shall be known and may be cited as the General Corporation Law.
(b) This title of the Corporations Code, or any division, part, chapter, article or section thereof, may at any time be amended or repealed.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 102.

102. (a) Subject to Chapter 23 (commencing with Section 2300) (transition provisions), this division applies to corporations organized under this division and to domestic corporations that are not subject to Division 1.5 (commencing with Section 2500), and to domestic corporations that are not subject to Division 2 (commencing with Section 5000) or Part 1 (commencing with Section 12000), 2 (commencing with Section 12200), 3 (commencing with Section 13200), or 5 (commencing with Section 14000) of Division 3 on December 31, 1976, and that are not organized or existing under any statute of this state other than this code; this division applies to any other corporation only to the extent expressly included in a particular provision of this division.
(b) The existence of corporations formed or existing on the date of enactment or reenactment of this division shall not be affected by the enactment or reenactment of this division nor by any change in the requirements for the formation of corporations nor by the amendment or repeal of the laws under which they were formed or created.
(c) Neither the repeals effected by the enactment or reenactment of this division nor the enactment of this title nor the amendment thereof shall impair or take away any existing liability or cause of action against any corporation, its shareholders, directors, or officers incurred prior to the time of the enactment, reenactment, or amendment.
(Amended by Stats. 2011, Ch. 740, Sec. 1. (SB 201) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 103.

103. Every corporation organized under the laws of this state, any other state of the United States or the District of Columbia or under an act of the Congress of the United States, all of the capital stock of which is beneficially owned by the United States, an agency or instrumentality of the United States or any corporation the whole of the capital stock of which is owned by the United States or by an agency or instrumentality of the United States, is conclusively presumed to be an agency and instrumentality of the United States and is entitled to all privileges and immunities to which the holders of all of its stock are entitled as agencies of the United States.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 104.

104. Unless otherwise expressly provided, whenever reference is made in this division to any other state or federal statute, such reference is to that statute as it may be amended from time to time, whether before or after the enactment of this division.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 106.

106. Any corporation heretofore or hereafter formed under this division shall, as a condition of its existence as a corporation, be subject to the provisions of the Code of Civil Procedure authorizing the attachment of corporate property.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 107.

107. No corporation, social purpose corporation, association, or individual shall issue or put in circulation, as money, anything but the lawful money of the United States.
(Amended by Stats. 2014, Ch. 694, Sec. 1. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 108.

108. The fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in Article 3 (commencing with Section 12180) of Chapter 3 of Part 2 of Division 3 of Title 2 of the Government Code.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 109.

109. (a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to any misstatement of fact contained therein, any defect in the execution thereof or any other error or defect contained therein, by filing a certificate of correction entitled “Certificate of Correction of ____ (insert here the title of the agreement, certificate or other instrument to be corrected and name(s) of corporation or corporations)”; provided, however, that no such certificate of correction shall alter the wording of any resolution or written consent which was in fact adopted by the board or the shareholders or effect a corrected amendment of articles which amendment as so corrected would not in all respects have complied with the requirements of this division at the time of filing of the agreement, certificate, or other instrument being corrected.
(b) If the certificate of correction corrects original articles, the certificate of correction shall be either an officers’ certificate or a certificate signed and verified by the incorporators, or a majority of them. If the certificate of correction corrects an agreement of merger or an officers’ certificate accompanying an agreement of merger, the certificate of correction shall be an officers’ certificate of the surviving corporation only. In all other instances, the certificate of correction shall be either an officer’s certificate or a certificate signed and verified as provided in this division with respect to the agreement, certificate or other instrument being corrected.
(c) A certificate of correction shall set forth the following:
(1) The name or names of the corporation or corporations.
(2) The date the agreement, certificate or other instrument being corrected was filed.
(3) The provision in the agreement, certificate or other instrument as corrected and, if the execution was defective, wherein it was defective.
(4) If applicable, that the certificate does not alter the wording of any resolution or written consent which was in fact adopted by the board or the shareholders.
(d) A provision of the articles, amended articles, restated articles, or certificate of determination being corrected by a certificate of correction shall be identified in the certificate of correction in accordance with subdivision (a) of Section 907.
(e) The filing of the certificate of correction shall not alter the effective time of the agreement, certificate or instrument being corrected, which shall remain as its original effective time, and such filing shall not affect any right or liability accrued or incurred before such filing, except that any right or liability accrued or incurred by reason of the error or defect being corrected shall be extinguished by such filing if the person having that right has not detrimentally relied on the original instrument.
(Amended by Stats. 1988, Ch. 919, Sec. 1.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 110.5.

110.5. The Secretary of State may cancel the filing of articles of a domestic corporation, including articles effecting a conversion, or the filing of a statement and designation by a foreign corporation if a check or other remittance accepted in payment of the filing fee or franchise tax is not paid upon presentation. Within 90 days of receiving written notification that the item presented for payment has not been honored for payment, the Secretary of State shall give written notice of the applicability of this section and the cancellation date, which shall be not less than 20 days from the date of mailing the written notice as certified by the Secretary of State, to the agent for service of process or to the person submitting the instrument. Thereafter, if the amount has not been paid by cashier’s check or equivalent before the date of cancellation as stated in the written notice of cancellation, the cancellation shall thereupon be effective.
(Amended by Stats. 2022, Ch. 617, Sec. 4. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 111.

111. All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision (a)(7) of Section 204.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 112.

112. If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602 to a majority or other proportion of shares means, as to such matter, a majority or other proportion of the votes entitled to be cast. Whenever in this division shares are disqualified from voting on any matter, they shall not be considered outstanding for the determination of a quorum at any meeting to act upon, or the required vote to approve action upon, that matter under any other provision of this division or the articles or bylaws.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 113.

113. Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered mail includes certified mail.
(Amended by Stats. 1978, Ch. 370.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 114.

114. All references in this division to financial statements, balance sheets, income statements, and statements of cashflows, and all references to assets, liabilities, earnings, retained earnings, and similar accounting items of a corporation mean those financial statements or comparable statements or items prepared or determined in conformity with generally accepted accounting principles then applicable, fairly presenting in conformity with generally accepted accounting principles the matters that they purport to present, subject to any specific accounting treatment required by a particular section of this division. Unless otherwise expressly stated, all references in this division to financial statements mean, in the case of a corporation that has subsidiaries, consolidated statements of the corporation and each of its subsidiaries as are required to be included in the consolidated statements under generally accepted accounting principles then applicable and all references to accounting items mean the items determined on a consolidated basis in accordance with the consolidated financial statements. Financial statements other than annual statements may be condensed or otherwise presented as permitted by authoritative accounting pronouncements.
(Amended by Stats. 2006, Ch. 214, Sec. 1. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 115.

115. As used in this division, independent accountant means a certified public accountant or public accountant who is independent of the corporation as determined in accordance with generally accepted auditing standards and who is engaged to audit financial statements of the corporation or perform other accounting services.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 116.

116. Nothing contained in this division modifies the provisions of subdivision (h) of Section 25102 or the conditions provided therein to the availability of an exemption under that subdivision.
(Repealed and added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 117.

117. Any requirement in this division for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the voting rights thereof, unless expressly limited to voting shares.
(Added by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 118.

118. Any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the following:
(a) The time a written notice by mail is deposited in the United States mails, postage prepaid.
(b) The time any other written notice, including facsimile, telegram, or electronic mail message, is personally delivered to the recipient or is delivered to a common carrier for transmission, or actually transmitted by the person giving the notice by electronic means, to the recipient.
(c) The time any oral notice is communicated, in person or by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, or wireless, to the recipient, including the recipient’s designated voice mailbox or address on the system, or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.
(Amended by Stats. 2006, Ch. 538, Sec. 78. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 149.

149. “Acknowledged” means that an instrument is either:
(a) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code, or
(b) Accompanied by a declaration in writing signed by the persons executing the same that they are such persons and that the instrument is the act and deed of the person or persons executing the same.
Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 150.

150. A corporation is an “affiliate” of, or a corporation is “affiliated” with, another specified corporation if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other specified corporation.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 151.

151. “Approved by (or approval of) the board” means approved or ratified by the vote of the board or by the vote of a committee authorized to exercise the powers of the board, except as to matters not within the competence of the committee under Section 311.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 152.

152. “Approved by (or approval of) the outstanding shares” means approved by the affirmative vote of a majority of the outstanding shares entitled to vote. Such approval shall include the affirmative vote of a majority of the outstanding shares of each class or series entitled, by any provision of the articles or of this division, to vote as a class or series on the subject matter being voted upon and shall also include the affirmative vote of such greater proportion (including all) of the outstanding shares of any class or series if such greater proportion is required by the articles or this division.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 153.

153. “Approved by (or approval of) the shareholders” means approved or ratified by the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) or by the written consent of shareholders (Section 603) or by the affirmative vote or written consent of such greater proportion (including all) of the shares of any class or series as may be provided in the articles or in this division for all or any specified shareholder action.
(Amended by Stats. 1977, Ch. 235.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 154.

154. “Articles” includes the articles of incorporation, amendments thereto, amended articles, restated articles, certificate of incorporation and certificates of determination. All references in this division to a vote required by the “articles” include, in the case of a close corporation (Section 158), any vote required by a shareholders’ agreement.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 156.1.

156.1. “Certificated security” means a share (Section 184), as defined in paragraph (4) of subdivision (a) of Section 8102 of, or an obligation of the issuer as described in paragraph (15) of subdivision (a) of, the Commercial Code.
(Amended by Stats. 1996, Ch. 497, Sec. 25. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 156.5.

156.5. “Certificate of Redomestication” is the document by which the appropriate official of another state approves the redomestication of a California insurer.
(Added by Stats. 1995, Ch. 702, Sec. 1. Effective January 1, 1996.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 156.6.

156.6. All references in this division to “chairperson of the board” shall be deemed to refer to all permissible titles for the chairperson of the board, as permitted by Section 312.
(Added by Stats. 2015, Ch. 98, Sec. 1. (SB 351) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 159.

159. “Common shares” means shares which have no preference over any other shares with respect to distribution of assets on liquidation or with respect to payment of dividends.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 160.

160. (a) Except as provided in subdivision (b), “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a corporation.
(b) “Control” in Sections 181, 1001, and 1200 means the ownership directly or indirectly of shares or equity securities possessing more than 50 percent of the voting power of a domestic corporation, a foreign corporation, or an other business entity.
(Amended by Stats. 1999, Ch. 437, Sec. 1. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 161.

161. “Constituent corporation” means a corporation which is merged with or into one or more other corporations or one or more other business entities and includes a surviving corporation.
(Amended by Stats. 1994, Ch. 1200, Sec. 9. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 161.5.

161.5. “Constituent limited partnership” means a limited partnership which is merged with one or more corporations and includes the surviving limited partnership.
(Added by Stats. 1993, Ch. 543, Sec. 2. Effective January 1, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 161.7.

161.7. “Constituent other business entity” means an other business entity that is merged with or into one or more corporations and includes the surviving other business entity.
(Added by Stats. 1994, Ch. 1200, Sec. 10. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 161.9.

161.9. “Conversion” means a conversion pursuant to Chapter 11.5 (commencing with Section 1150).
(Added by Stats. 2002, Ch. 480, Sec. 1. Effective January 1, 2003.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 162.

162. “Corporation”, unless otherwise expressly provided, refers only to a corporation organized under this division or a corporation subject to this division under the provisions of subdivision (a) of Section 102.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 163.

163. “Corporation subject to the Banking Law” (Division 1.1 (commencing with Section 1000) of the Financial Code) means:
(a) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the commercial banking business under Division 1.1 (commencing with Section 1000) of the Financial Code.
(b) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the industrial banking business under Division 1.1 (commencing with Section 1000) of the Financial Code.
(c) Any corporation (other than a corporation described in subdivision (d)) which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, the trust business under Division 1.1 (commencing with Section 1000) of the Financial Code.
(d) Any corporation which 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; or
(e) Any corporation which, with the approval of the Commissioner of Financial Protection and Innovation, is incorporated for the purpose of engaging in, or which is authorized by the Commissioner of Financial Protection and Innovation to engage in, business under Article 1 (commencing with Section 1850), Chapter 21, Division 1.1 of the Financial Code.
(Amended by Stats. 2022, Ch. 452, Sec. 43. (SB 1498) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 163.1.

163.1. For purposes of subdivision (b) of Section 500 and subdivision (b) of Section 506, “cumulative dividends in arrears” means only cumulative dividends that have not been paid as required on a scheduled payment date set forth in, or determined pursuant to, the articles of incorporation, regardless of whether those dividends had been declared prior to that scheduled payment date.
(Amended by Stats. 2011, Ch. 203, Sec. 1. (AB 571) Effective January 1, 2012.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 164.

164. “Directors” means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other name or title to act as directors, and their successors.
(Amended by Stats. 1976, Ch. 641.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 165.5.

165.5. “Disappearing limited partnership” means a constituent limited partnership which is not the surviving limited partnership.
(Added by Stats. 1993, Ch. 543, Sec. 3. Effective January 1, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 166.

166. “Distribution to its shareholders” means the transfer of cash or property by a corporation to its shareholders without consideration, whether by way of dividend or otherwise, except a dividend in shares of the corporation, or the purchase or redemption of its shares for cash or property, including the transfer, purchase, or redemption by a subsidiary of the corporation. The time of any distribution by way of dividend shall be the date of declaration thereof and the time of any distribution by purchase or redemption of shares shall be the date cash or property is transferred by the corporation, whether or not pursuant to a contract of an earlier date; provided, that where a debt obligation that is a security (as defined in Section 8102 of the Commercial Code) is issued in exchange for shares the time of the distribution is the date when the corporation acquires the shares in the exchange. In the case of a sinking fund payment, cash or property is transferred within the meaning of this section at the time that it is delivered to a trustee for the holders of preferred shares to be used for the redemption of the shares or physically segregated by the corporation in trust for that purpose. “Distribution to its shareholders” shall not include (a) satisfaction of a final judgment of a court or tribunal of appropriate jurisdiction ordering the rescission of the issuance of shares, (b) the rescission by a corporation of the issuance of it shares, if the board determines (with any director who is, or would be, a party to the transaction not being entitled to vote) that (1) it is reasonably likely that the holder or holders of the shares in question could legally enforce a claim for the rescission, (2) that the rescission is in the best interests of the corporation, and (3) the corporation is likely to be able to meet its liabilities (except those for which payment is otherwise adequately provided) as they mature, or (c) the repurchase by a corporation of its shares issued by it pursuant to Section 408, if the board determines (with any director who is, or would be, a party to the transaction not being entitled to vote) that (1) the repurchase is in the best interests of the corporation and that (2) the corporation is likely to be able to meet its liabilities (except those for which payment is otherwise adequately provided) as they mature.
(Amended by Stats. 1996, Ch. 497, Sec. 26. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 167.3.

167.3. “Domestic limited liability company” means a limited liability company as defined in subdivision (t) of Section 17000.
(Added by Stats. 1994, Ch. 1200, Sec. 11. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 167.5.

167.5. “Domestic limited partnership” means any limited partnership formed under the laws of this state.
(Amended by Stats. 2006, Ch. 495, Sec. 4. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 167.7.

167.7. “Domestic other business entity” means an other business entity organized under the laws of this state.
(Added by Stats. 1994, Ch. 1200, Sec. 12. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 167.8.

167.8. “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
(Added by Stats. 1994, Ch. 1200, Sec. 13. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 168.

168. “Equity security” in Sections 181, 1001, 1113, 1200, and 1201 means any share or membership of a domestic or foreign corporation; any partnership interest, membership interest, or equivalent equity interest in an other business entity; and any security convertible with or without consideration into, or any warrant or right to subscribe to or purchase, any of the foregoing.
(Amended by Stats. 1999, Ch. 437, Sec. 2. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.

171. “Foreign corporation” means any corporation other than a domestic corporation and, when used in Section 191, Section 201, Section 2203, Section 2258 and Section 2259 and Chapter 21, includes a foreign association, unless otherwise stated. “Foreign corporation” as used in Chapter 21 does not include a corporation or association chartered under the laws of the United States.
(Amended by Stats. 1977, Ch. 235.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.03.

171.03. “Foreign limited liability company” means a foreign limited liability company as defined in subdivision (j) of Section 17701.02.
(Amended by Stats. 2012, Ch. 419, Sec. 5. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.05.

171.05. “Foreign limited partnership” means any limited partnership, including a limited liability limited partnership, formed under the laws of any state other than this state or of the District of Columbia or under the laws of a foreign country.
(Amended by Stats. 2006, Ch. 495, Sec. 5. Effective January 1, 2007.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.07.

171.07. “Foreign other business entity” means an other business entity organized under the laws of any state, other than this state, or of the District of Columbia or under the laws of a foreign country.
(Added by Stats. 1994, Ch. 1200, Sec. 15. Effective September 30, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.08.

171.08. “Social purpose corporation” means any social purpose corporation formed under Division 1.5 (commencing with Section 2500).
(Amended by Stats. 2014, Ch. 694, Sec. 3. (SB 1301) Effective January 1, 2015.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.1.

171.1. “Initial transaction statement” means a statement signed by or on behalf of the issuer sent to the new registered owner or registered pledgee, and “written statements,” when used in connection with uncertificated securities, means the written statements that are periodically, or at the request of the registered owner or registered pledgee, sent by the issuer to the registered owner or registered pledgee describing the issue of which the uncertificated security is a part.
(Amended by Stats. 1996, Ch. 497, Sec. 27. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.3.

171.3. “Limited liability company” means a limited liability company as defined in subdivision (k) of Section 17701.02.
(Amended by Stats. 2012, Ch. 419, Sec. 6. (SB 323) Effective January 1, 2013. Operative January 1, 2014, by Sec. 32 of Ch. 419.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 171.5.

171.5. “Limited partnership” means a partnership formed by two or more persons and having one or more general partners and one or more limited partners, or their equivalents under any name.
(Added by Stats. 1993, Ch. 543, Sec. 6. Effective January 1, 1994.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 172.

172. “Liquidation price” or “liquidation preference” means amounts payable on shares of any class upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, including any cumulative dividends accrued and unpaid, in priority to shares of another class or classes.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 173.

173. “Officers’ certificate” means a certificate signed and verified by the chairperson of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.
(Amended by Stats. 2015, Ch. 98, Sec. 2. (SB 351) Effective January 1, 2016.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 174.

174. “On the certificate” means that a statement appears on the face of a share certificate or on the reverse thereof with a reference thereto on the face or, in the case of an uncertificated security, that the applicable provisions of subdivision (a) of Section 8202 and Section 8204 of the Commercial Code have been complied with.
(Amended by Stats. 1996, Ch. 497, Sec. 28. Effective January 1, 1997.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 174.5.

174.5. “Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association (other than a nonprofit association), or a domestic reciprocal insurer organized after 1974 to provide medical malpractice insurance as set forth in Article 16 (commencing with Section 1550) of Chapter 3 of Part 2 of Division 1 of the Insurance Code. As used herein, “general partnership” means a “partnership” as defined in subdivision (7) of Section 16101; “business trust” means a business organization formed as a trust; “real estate investment trust” means a “real estate investment trust” as defined in subsection (a) of Section 856 of the Internal Revenue Code of 1986, as amended; and “unincorporated association” has the meaning set forth in Section 18035.
(Amended by Stats. 2004, Ch. 178, Sec. 4. Effective January 1, 2005.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 175.

175. Except as used in Sections 1001, 1101, and 1113, a “parent” of a specified corporation is an affiliate in control (Section 160(a)) of that corporation directly or indirectly through one or more intermediaries. In Sections 1001, 1101, and 1113, “parent” means a person in control (Section 160(b)) of a domestic corporation, a foreign corporation, or an other business entity.
(Amended by Stats. 1999, Ch. 437, Sec. 4. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 177.

177. “Proper county” means the county where the principal office of the corporation is located or, if the principal office of the corporation is not located in this state, or the corporation has no such office, the County of Sacramento.
(Amended by Stats. 2022, Ch. 617, Sec. 5. (SB 1202) Effective January 1, 2023.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 178.

178. “Proxy” means a written authorization signed or an electronic transmission authorized by a shareholder or the shareholder’s attorney in fact giving another person or persons power to vote with respect to the shares of such shareholder. “Signed” for the purpose of this section means the placing of the shareholder’s name or other authorization on the proxy (whether by manual signature, typewriting, telegraphic, or electronic transmission or otherwise) by the shareholder or the shareholder’s attorney in fact.
A proxy may be transmitted by an oral telephonic transmission if it is submitted with information from which it may be determined that the proxy was authorized by the shareholder, or his or her attorney in fact.
(Amended by Stats. 1991, Ch. 308, Sec. 1.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 180.

180. “Redemption price” means the amount or amounts (in cash, property or securities, or any combination thereof) payable on shares of any class or series upon the redemption of the shares. Unless otherwise expressly provided, the redemption price is payable in cash.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 180.5.

180.5. “Redomestication” means the transfer of an insurer’s place of incorporation from another state to this state or from this state to another state.
(Added by Stats. 1995, Ch. 702, Sec. 2. Effective January 1, 1996.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 181.

181. “Reorganization” means either:
(a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a “merger reorganization”).
(b) The acquisition by one domestic corporation, foreign corporation, or other business entity in exchange, in whole or in part, for its equity securities (or the equity securities of a domestic corporation, a foreign corporation, or an other business entity which is in control of the acquiring entity) of equity securities of another domestic corporation, foreign corporation, or other business entity if, immediately after the acquisition, the acquiring entity has control of the other entity (an “exchange reorganization”).
(c) The acquisition by one domestic corporation, foreign corporation, or other business entity in exchange in whole or in part for its equity securities (or the equity securities of a domestic corporation, a foreign corporation, or an other business entity which is in control of the acquiring entity) or for its debt securities (or debt securities of a domestic corporation, foreign corporation, or other business entity which is in control of the acquiring entity) which are not adequately secured and which 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 corporation, foreign corporation, or other business entity (a “sale-of-assets reorganization”).
(Amended by Stats. 1999, Ch. 437, Sec. 5. Effective January 1, 2000.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 182.

182. “Reverse stock split” means the pro rata combination of all the outstanding shares of a class into a smaller number of shares of the same class by an amendment to the articles stating the effect on outstanding shares.
(Added by Stats. 1975, Ch. 682.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 183.

183. “Series” of shares means those shares within a class which have the same rights, preferences, privileges and restrictions but which differ in one or more rights, preferences, privileges or restrictions from other shares within the same class. Certificated securities and uncertificated securities do not constitute different series if the only difference is certificated and uncertificated status.
(Amended by Stats. 1986, Ch. 766, Sec. 9.)
2023 California Code › Corporations Code - CORP › TITLE 1 - CORPORATIONS › DIVISION 1 - GENERAL CORPORATION LAW › CHAPTER 1 - General Provisions and Definitions › Section 183.5.

183.5. “Share exchange tender offer” means any acquisition by one corporation in exchange in whole or in part for its equity securities (or the equity securities of a corporation which is in control of the acquiring corporation) of shares of another corporation, other than an exchange reorganization (subdivision (b) of Section 181).
(Added by Stats. 1989, Ch. 1116, Sec. 4. Effective September 30, 1989.)