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General Guidance in Reading the Corporations Code

A corporation is a legal entity that is separate and distinct from its owners

By Chris Micheli, June 13, 2022 6:13 am

California’s statutes are contained in 29 separate codes. The fifth alphabetically is the Corporations Code. All 29 Codes have general provisions applicable to reading and interpreting that Code’s sections. The following are selected general provisions of the Corporations Code:

Section 1 – This Act is known as the Corporations Code.

Section 2 – The provisions of this Code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, must be construed as restatements and continuations, and not as new enactments.

Section 5 – Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this Code.

Section 6 – Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of this Code.

Section 7 – Whenever, by the provisions of this Code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person authorized, pursuant to law, by the officer, unless this Code expressly provides otherwise.

Section 8 – Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or limited liability company and its shareholders, members, partners, directors, or managers, writing includes electronic transmissions by and to a corporation, partnership, or limited liability company. Whenever any notice, report, statement, or record is required or authorized by this Code, it must be made in writing in the English language. And, wherever any notice or other communication is required by this Code to be mailed by registered mail by or to any person or corporation, the mailing of the notice or other communication by certified mail must be deemed to be a sufficient compliance with the requirements of law.

Section 9 – Whenever reference is made to any portion of this Code or of any other law of this State, the reference applies to all amendments and additions now or hereafter made.

Section 10 – The term “section” means a section of this Code unless some other statute is specifically mentioned. “Subdivision” means a subdivision of the section in which the term appears unless some other section is expressly mentioned.

Section 11 – The present tense includes the past and future tenses, and the future tense includes the present.

Section 12 – The masculine gender includes the feminine and neuter.

Section 12.2 – The term “spouse” includes “registered domestic partner.”

Section 13 – The singular number includes the plural, and the plural number includes the singular.

Section 15 – The term “shall” is mandatory and “may” is permissive.

Section 16 – An “oath” includes affirmation.

Section 17 – The term “signature” includes mark when the signer cannot write, the signer’s name being written near the mark by a witness who writes his own name near the signer’s name; but a signature by mark can be acknowledged or can serve as a signature to a sworn statement only when two witnesses so sign their own names thereto.

Section 18 – The term “person” includes a corporation as well as a natural person.

Section 19 – If any provision of this Code, or the application thereof to any person or circumstance, is held invalid, the remainder of the Code, or the application of such provision to other persons or circumstances, must not be affected.

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