California Corporations Code

This act shall be known as the Corporations Code.

The provisions of this code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments.

All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are continued by this code, continue to hold them according to their former tenure.

No action or proceeding commenced before this code takes effect, and no right accrued, is affected by the provisions of this code, but all procedure thereafter taken therein shall conform to the provisions of this code so far as possible.

Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.

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.

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.

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 shall include electronic transmissions by an…

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” 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.

The present tense includes the past and future tenses, and the future tense includes the present.

The masculine gender includes the feminine and neuter.

“Spouse” includes “registered domestic partner,” as required by Section 297.5 of the Family Code.

The singular number includes the plural, and the plural number includes the singular.

“County” includes “city and county.”

“Shall” is mandatory and “may” is permissive.

“Oath” includes affirmation.

“Signature” includes mark when the signer cannot write, such 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.

(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 docum…

“Person” includes a corporation as well as a natural person.

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, shall not be affected thereby.

“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…

“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…

(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.

Unless the provision or the context otherwise requires, the general provisions and definitions set forth in this chapter govern the construction of this division.