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Corporations Code - CORP - CORP § 14601
Corporations Code - CORP - CORP § 14601
As used in this part: (a) “Benefit corporation” means a corporation organized under the General Corporation Law that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in this part. (b) “Benefit enforcement pro
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Corporations Code - CORP - CORP § 14602
Corporations Code - CORP - CORP § 14602
A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that the corporation is a benefit corporation and shall identify any specific public benefit adopted pursuant to Section 14610.
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Corporations Code - CORP - CORP § 14603
Corporations Code - CORP - CORP § 14603
(a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum stat
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Corporations Code - CORP - CORP § 14604
Corporations Code - CORP - CORP § 14604
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to delete the provision required by Section 14602. The amendment shall not be effective unless the amendment is adopted by at le
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Corporations Code - CORP - CORP § 14610
Corporations Code - CORP - CORP § 14610
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation’s purpose under Section 206 and any specific purpose set forth in its articles in accordance with subdivision (b). (b)
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Corporations Code - CORP - CORP § 14620
Corporations Code - CORP - CORP § 14620
(a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of the benefit corporation and with that care, includin
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Corporations Code - CORP - CORP § 14621
Corporations Code - CORP - CORP § 14621
(a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed to pursue its general,
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Corporations Code - CORP - CORP § 14622
Corporations Code - CORP - CORP § 14622
(a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies: (1) The officer has discretion to act with respect to a matter. (2) It reasonably appears to
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Corporations Code - CORP - CORP § 14623
Corporations Code - CORP - CORP § 14623
(a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding. (b) A benefit enforcement proceeding may be commenced or maintained only as follows: (1) Directly by the b
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Corporations Code - CORP - CORP § 14630
Corporations Code - CORP - CORP § 14630
(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following: (1) A narrative description of all of the following: (A) The process and rationale for selecting the third-party standard used to prepare the benefit report. (B) T
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Corporations Code - CORP - CORP § 14631
Corporations Code - CORP - CORP § 14631
All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate: “This entity is
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Corporations Code - CORP - CORP § 14700
Corporations Code - CORP - CORP § 14700
(a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or in the case of a tender offer, the acquiring party gives, written notice to the Attorney General in accordance with this
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Corporations Code - CORP - CORP § 14701
Corporations Code - CORP - CORP § 14701
(a) The written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective. The notice shall be made under oath or affirmation, and shall comply with the requirements of subdivision (c). (b) If any transaction requiring written
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Corporations Code - CORP - CORP § 14702
Corporations Code - CORP - CORP § 14702
(a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the public interest. (b) The regulations may specify exemptions from the notice requirement for acquisitions that, by virtue of t
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Corporations Code - CORP - CORP § 14703
Corporations Code - CORP - CORP § 14703
If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the Superior Court of the County of Sacramento temporarily
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Corporations Code - CORP - CORP § 14704
Corporations Code - CORP - CORP § 14704
(a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United States Department of Justice and the Federal Trade Commission may satisfy some or al
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Corporations Code - CORP - CORP § 14706
Corporations Code - CORP - CORP § 14706
Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or ownership interests obtained in a completed acquisition or otherwise to restore
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Corporations Code - CORP - CORP § 14707
Corporations Code - CORP - CORP § 14707
(a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of this part. (b) In addition to any legal remedies the Attorney General may have, the Attorney General shall be entitled t
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Corporations Code - CORP - CORP § 149
Corporations Code - CORP - CORP § 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 t
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Corporations Code - CORP - CORP § 15
Corporations Code - CORP - CORP § 15
“Shall” is mandatory and “may” is permissive.
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Corporations Code - CORP - CORP § 150
Corporations Code - CORP - CORP § 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.
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Corporations Code - CORP - CORP § 1500
Corporations Code - CORP - CORP § 1500
Each corporation shall keep adequate and correct books and records of account and shall keep minutes of the proceedings of its shareholders, board and committees of the board and shall keep at its principal office, or at the office of its transfer agent or registrar, a record of
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Corporations Code - CORP - CORP § 1501
Corporations Code - CORP - CORP § 1501
(a) (1) The board shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year, unless in the case of a corporation with less than 100 holders of record of its shares (determined as provided in Section 605) this requiremen
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Corporations Code - CORP - CORP § 1502
Corporations Code - CORP - CORP § 1502
(a) Every corporation shall 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 all of the following: (1) The name of the corporation and
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Corporations Code - CORP - CORP § 1502.1
Corporations Code - CORP - CORP § 1502.1
(a) In addition to the statement required pursuant to Section 1502, every publicly traded corporation shall 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 following information