Corporate Records and Reports

Corporations Code Title 1, Division 1, Chapter 15 deals with records and reports under the general corporation law in California.

Section 1500 requires each corporation to keep adequate and correct books and records of account and keep minutes of the proceedings of its shareholders, board and committees of the board and keep at its principal office, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of shares held by each.

Section 1501 requires the board to cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year, unless this requirement is expressly waived in the bylaws. The report has to contain specified information.

Section 1502 requires every corporation to file, within 90 days after the filing of its original articles and annually thereafter during the applicable filing period, on a form prescribed by the Secretary of State, a statement containing ten specified items of information.

Section 1502.1 provides that every publicly traded corporation is required to file annually, within 150 days after the end of its fiscal year, a statement, on a form prescribed by the Secretary of State, that includes all of the eight specified items of information. The following terms are defined: “publicly traded corporation,” “executive officer,” “compensation,” and “loan.”

Section 1503 provides that an agent designated for service of process may deliver to the Secretary of State a signed and acknowledged written statement of resignation as an agent for service of process.

Section 1504 says that, if a natural person who has been designated agent for service of process dies or resigns or no longer resides in the state or if the corporate agent forfeits its right to transact intrastate business, has its corporate rights, powers and privileges suspended or ceases to exist, the corporation must file a designation of a new agent conforming to the requirements of law.

Section 1505 states that any domestic or foreign corporation, before it may be designated as the agent for the purpose of service of process of any entity pursuant to any law which refers to this section, must file a certificate executed in the name of the corporation by an officer thereof stating three of the specified items.

Section 1506 provides that, upon request of an assessor, a domestic or foreign corporation owning, claiming, possessing or controlling property in this state subject to local assessment must make available at the corporation’s principal office in California or at a place mutually acceptable to the assessor and the corporation a true copy of business records relevant to the amount, cost and value of all property that it owns, claims, possesses or controls within the county.

Section 1507 specifies that any officers, directors, employees or agents of a corporation who do any of the specified activities are liable jointly and severally for all the damages resulting to the corporation or any person injured thereby who relied upon them.

Section 1508 authorizes the Attorney General, upon complaint that a foreign or domestic corporation is failing to comply with the provisions of this chapter or other specified laws, may in the name of the people of the State of California send to the principal office of the corporation notice of the complaint. If the answer is not satisfactory, the Attorney General may institute, maintain or intervene in suits, actions or proceedings of any type in any court or tribunal of competent jurisdiction or before any administrative agency.

Section 1509 provides that, for a period of 60 days following the conclusion of an annual, regular, or special meeting of shareholders, a corporation is required, upon written request from a shareholder, to inform the shareholder of the result of any particular vote of shareholders taken at the meeting, including specified items.

Section 1510 provides that any foreign corporation qualified to transact intrastate business in this state must provide the information specified in law at the request of a shareholder resident in this state. Any of the four specified entities are be considered to be a shareholder resident in this state.

Section 1511 specifies that any foreign corporation which is not qualified to transact intrastate business in this state but has one or more subsidiaries which are domestic corporations or foreign corporations qualified to transact intrastate business in this state are required to provide the information specified is law at the request of a shareholder resident in this state.

Section 1512 defines the term “shareholder.” A beneficiary of a trust, a beneficiary of the estate of a decedent, or an employee with respect to a pension, retirement, or health care trust or fund is not a shareholder of any shares standing in the name of the trust, the fund, the decedent, or the estate of the decedent.