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Corporations Code - CORP - CORP § 1903
Corporations Code - CORP - CORP § 1903
(a) Voluntary proceedings for winding up the corporation commence upon the adoption of the resolution of shareholders or directors of the corporation electing to wind up and dissolve, or upon the filing with the corporation of a written consent of shareholders thereto. (b) When a
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Corporations Code - CORP - CORP § 1904
Corporations Code - CORP - CORP § 1904
If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (a) the corporation, or (b) a shareholder or shareholders who hold shares representing 5 percent or more of the total number of any class of outstanding share
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Corporations Code - CORP - CORP § 1905
Corporations Code - CORP - CORP § 1905
(a) When a corporation has been completely wound up without court proceedings therefor, a majority of the directors then in office shall sign and verify a certificate of dissolution stating: (1) That the corporation has been completely wound up. (2) That its known debts and liabi
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Corporations Code - CORP - CORP § 1905.1
Corporations Code - CORP - CORP § 1905.1
If a corporation has filed a certificate of dissolution with the Secretary of State on or after January 1, 1992, and before the effective date of the act adding this section, pursuant to Section 1905, prior to its amendment by the act adding this section, and the Franchise Tax Bo
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Corporations Code - CORP - CORP § 1906
Corporations Code - CORP - CORP § 1906
Except as otherwise provided by law, if the term of existence for which any corporation was organized expires without renewal or extension thereof, the board shall terminate its business and wind up its affairs; and when the business and affairs of the corporation have been wound
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Corporations Code - CORP - CORP § 1907
Corporations Code - CORP - CORP § 1907
(a) The board, in lieu of filing the certificate of dissolution, may petition the superior court of the proper county for an order declaring the corporation duly wound up and dissolved. Such petition shall be filed in the name of the corporation. (b) Upon the filing of the petiti
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Corporations Code - CORP - CORP § 191
Corporations Code - CORP - CORP § 191
(a) For the purposes of Chapter 21 (commencing with Section 2100), “transact intrastate business” means entering into repeated and successive transactions of its business in this state, other than interstate or foreign commerce. (b) A foreign corporation shall not be considered t
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Corporations Code - CORP - CORP § 191.1
Corporations Code - CORP - CORP § 191.1
“Uncertificated security” means a share (Section 184), or an obligation of the issuer, described in paragraphs (15) and (18) of subdivision (a) of Section 8102 of the Commercial Code.
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Corporations Code - CORP - CORP § 192
Corporations Code - CORP - CORP § 192
“Vacancy” when used with respect to the board means any authorized position of director which is not then filled by a duly elected director, whether caused by death, resignation, removal, change in the authorized number of directors (by the board or the shareholders) or otherwise
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Corporations Code - CORP - CORP § 193
Corporations Code - CORP - CORP § 193
“Verified” means that the statements contained in a certificate or other document are declared to be true of the own knowledge of the persons executing the same in either: (a) An affidavit signed by them under oath before an officer authorized by the laws of this state or of the
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Corporations Code - CORP - CORP § 194
Corporations Code - CORP - CORP § 194
“Vote” includes authorization by written consent, subject to the provisions of subdivision (b) of Section 307 and subdivision (d) of Section 603.
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Corporations Code - CORP - CORP § 194.5
Corporations Code - CORP - CORP § 194.5
“Voting power” means the power to vote for the election of directors at the time any determination of voting power is made and does not include the right to vote upon the happening of some condition or event which has not yet occurred. In any case where different classes of share
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Corporations Code - CORP - CORP § 194.7
Corporations Code - CORP - CORP § 194.7
“Voting shift” means a change, pursuant to or by operation of a provision of the articles, in the relative rights of the holders of one or more classes or series of shares, voting as one or more separate classes or series, to elect one or more directors.
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Corporations Code - CORP - CORP § 195
Corporations Code - CORP - CORP § 195
“Written” or “in writing” includes facsimile, telegraphic, and other electronic communication when authorized by this code, including an electronic transmission by a corporation that satisfies the requirements of Section 20.
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Corporations Code - CORP - CORP § 2
Corporations Code - CORP - CORP § 2
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.
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Corporations Code - CORP - CORP § 20
Corporations Code - CORP - CORP § 20
“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
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Corporations Code - CORP - CORP § 200
Corporations Code - CORP - CORP § 200
(a) One or more natural persons, partnerships, associations or corporations, domestic or foreign, may form a corporation under this division by executing and filing articles of incorporation. (b) If initial directors are named in the articles, each director named in the articles
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Corporations Code - CORP - CORP § 200.5
Corporations Code - CORP - CORP § 200.5
(a) An existing business association organized as a trust under the laws of this state or of a foreign jurisdiction may incorporate under this division upon approval by its board of trustees or similar governing body and approval by the affirmative vote of a majority of the outst
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Corporations Code - CORP - CORP § 2000
Corporations Code - CORP - CORP § 2000
(a) Subject to any contrary provision in the articles, which may include a reference to a separate written agreement between two or more shareholders pertaining to the purchase of shares: In any suit for involuntary dissolution, or in any proceeding for voluntary dissolution init
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Corporations Code - CORP - CORP § 2001
Corporations Code - CORP - CORP § 2001
The powers and duties of the directors (or other persons appointed by the court pursuant to Section 1805) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (a) To elect off
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Corporations Code - CORP - CORP § 2002
Corporations Code - CORP - CORP § 2002
A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 305.
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Corporations Code - CORP - CORP § 2003
Corporations Code - CORP - CORP § 2003
When the identity of the directors or their right to hold office is in doubt, or if they are dead or unable to act, or they fail or refuse to act or their whereabouts cannot be ascertained, any interested person may petition the superior court of the proper county to determine th
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Corporations Code - CORP - CORP § 2004
Corporations Code - CORP - CORP § 2004
After determining that all the known debts and liabilities of a corporation in the process of winding up have been paid or adequately provided for, the board shall distribute all the remaining corporate assets among the shareholders according to their respective rights and prefer
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Corporations Code - CORP - CORP § 2005
Corporations Code - CORP - CORP § 2005
The payment of a debt or liability, whether the whereabouts of the creditor is known or unknown, has been adequately provided for if the payment has been provided for by either of the following means: (a) Payment thereof has been assumed or guaranteed in good faith by one or more
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Corporations Code - CORP - CORP § 2006
Corporations Code - CORP - CORP § 2006
Distribution may be made either in money or in property or securities and either in installments from time to time or as a whole, if this can be done fairly and ratably and in conformity with the provisions of the articles and the rights of the shareholders, and shall be made as