General Corporation Law

Title 1, Division 1 of the Corporations Code provides the General Corporation Law. Chapter 1 contains general provisions and definitions. Section 100 names this division as the General Corporation Law.

Section 101 provides the general provisions and definitions set forth in this chapter govern the construction of this division.

Section 102 states that this division applies to corporations organized under this division and to domestic corporations that are not subject to specified laws, this division applies to any other corporation only to the extent expressly included in a particular provision of this division.

Section 103 says that 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, is entitled to all privileges and immunities to which the holders of all of its stock are entitled as agencies of the United States.

Section 104 states that, whenever reference is made in this division to any other state or federal statute, the reference is to that statute as it may be amended from time to time, whether before or after the enactment of this division.

Section 105 says that a corporation or association may be sued as provided in the Code of Civil Procedure.

Section 106 provides that any corporation formed under this division must, 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.

Section 107 specifies that no corporation, social purpose corporation, association, or individual is allowed to issue or put in circulation, as money, anything but the lawful money of the United States.

Section 108 provides that the fees of the Secretary of State for filing instruments by or on behalf of corporations are prescribed in the Government Code.

Section 109 states that 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.

Section 109.5 explains that any of the terms of an agreement of merger may be made dependent upon facts ascertainable outside that agreement, if the manner in which those facts operate upon the terms of the agreement is clearly and expressly set forth in the agreement of merger.

Section 110 provides that, upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it must be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon.

Section 110.5 requires the date of filing to be the date the instrument is received by the Secretary of State unless the instrument provides that it is to be withheld from filing until a future date.

Section 110.5 allows the Secretary of State to 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.

Section 111 explains that all references in this division to the voting of shares include the voting of other securities given voting rights in the articles.

Section 112 states that, whenever in this division shares are disqualified from voting on any matter, they cannot 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.

Section 113 specifies that 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.

Section 115 provides that 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.

Section 116 states that nothing contained in this division modifies the provisions of law or the conditions provided therein to the availability of an exemption under that subdivision.

Section 117 explains that 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.

Section 188 specifies that any reference in this division to the time a notice is given or sent means, unless otherwise expressly provided, any of the three specified conditions.

Section 119 states that, otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by the superior court, in accordance with the provisions of this section.

The following terms are defined: “corporate action,” “higher approval standard,” and “security.”

Section 149 defines the term “acknowledged.”

Section 150 defines the terms “affiliate” and “affiliated.”

Section 151 defines the term “approved by (or approval of) the board.”

Section 152 defines the term “approved by (or approval of) the outstanding shares.” 

Section 153 defines the term “approved by (or approval of) the shareholders.”

Section 154 defines the term “articles.”

Section 155 defines the term “board.”

Section 156 defines the term “certificate of determination.”

Section 156.1 defines the term “certificated security.”

Section 156.5 defines the term “certificate of Redomestication.”

Section 156.6 defines the term “chairperson of the board.”

Section 157 defines the term “chapter.”

Section 158 defines the term “close corporation.”

Section 159 defines the term “common shares.”

Section 160 defines the term “control.”

Section 161 defines the term “constituent corporation.”

Section 161.5 defines the term “constituent limited partnership.”

Section 161.7 defines the term “constituent other business entity.”

Section 161.9 defines the term “conversion.”

Section 162 defines the term “corporation.”

Section 163 defines the term “corporation subject to the Banking Law.”

Section 163.1 defines the term “cumulative dividends in arrears.”

Section 164 defines the term “directors.”

Section 165 defines the term “disappearing corporation.”

Section 165.5 defines the term “disappearing limited partnership.”

Section 166 defines the term “distribution to its shareholders.”

Section 167 defines the term “domestic corporation.”

Section 167.3 defines the term “domestic limited liability company.”

Section 167.5 defines the term “domestic limited partnership.”

Section 167.7 defines the term “domestic other business entity.”

Section 167.8 defines the term “disappearing other business entity.”

Section 168 defines the term “equity security.”

Section 169 defines the term “filed.”

Section 170 defines the term “foreign association.”

Section 171 defines the term “foreign corporation.”

Section 171.03 defines the term “foreign limited liability company.”

Section 171.05 defines the term “foreign limited partnership.”

Section 171.07 defines the term “foreign other business entity.”

Section 171.08 defines the term “social purpose corporation.”

Section 171.1 defines the term “initial transaction statement.”

Section 171.3 defines the term “limited liability company.”

Section 171.5 defines the term “limited partnership.”

Section 172 defines the terms “liquidation price” and “liquidation preference.”

Section 173 defines the term “officers’ certificate.”

Section174 defines the term “on the certificate.”

Section 174.5 defines the term “other business entity.”

Section 175 defines the term “parent.”

Section 176 defines the term “preferred shares.”

Section 177 defines the term “proper county.”

Section 178 defines the term “proxy.”

Section 179 defines the term “proxyholder.”

Section 180 defines the term “redemption price.”

Section 180.5 defines the term “redomestication.”

Section 181 defines the term “reorganization.”

Section 182 defines the term “reverse stock split.”

Section 183 defines the term “series.”

Section 183.5 defines the term “share exchange tender offer.”

Section 184 defines the term “shares.”

Section 185 defines the term “shareholder.”

Section 186 defines the term “shareholders’ agreement.”

Section 187 defines the term “short-form merger.”

Section 188 defines the term “stock split.”

Section 189 defines the term “subsidiary.”

Section 190 defines the term “surviving corporation.”

Section 190.5 defines the term “surviving limited partnership.”

Section 190.7 defines the term “surviving other business entity.”

Section 191 defines the term “transact intrastate business.”

Section 191.1 defines the term “uncertificated security.”

Section 192 defines the term “vacancy.”

Section 193 defines the term “verified.”

Section 194 defines the term “vote.”

Section 194.5 defines the term “voting power.”

Section 194.7 defines the term “voting shift.”

Section 195 defines the terms “written” and “writing.”