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Corporations Code - CORP - CORP § 2007
Corporations Code - CORP - CORP § 2007
(a) If the corporation in process of winding up has both preferred and common shares outstanding, a plan of distribution of the shares, obligations or securities of any other corporation, domestic or foreign, or assets other than money which is not in accordance with the liquidat
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Corporations Code - CORP - CORP § 2008
Corporations Code - CORP - CORP § 2008
(a) If any shareholders or creditors are unknown or fail or refuse to accept their payment, dividend, or distribution in cash or property or their whereabouts cannot be ascertained after diligent inquiry, or the existence or amount of a claim of a creditor or shareholder is conti
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Corporations Code - CORP - CORP § 2009
Corporations Code - CORP - CORP § 2009
(a) Whenever in the process of winding up a corporation any distribution of assets has been made, otherwise than under an order of court, without prior payment or adequate provision for payment of any of the debts and liabilities of the corporation, any amount so improperly distr
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Corporations Code - CORP - CORP § 201
Corporations Code - CORP - CORP § 201
(a) The Secretary of State shall not file articles setting forth a name in which “bank,” “ trust,” “trustee,” or related words appear, unless the certificate of approval of the Commissioner of Financial Protection and Innovation is attached thereto. This subdivision does not appl
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Corporations Code - CORP - CORP § 201.5
Corporations Code - CORP - CORP § 201.5
The Secretary of State shall not file articles in which the business is to be an insurer unless the certificate of the Insurance Commissioner approving the corporate name is attached thereto.
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Corporations Code - CORP - CORP § 201.6
Corporations Code - CORP - CORP § 201.6
(a) (1) When an insurer has been approved by the Insurance Commissioner pursuant to Section 709.5 of the Insurance Code to redomesticate to this state, the redomesticating insurer shall file with the Secretary of State articles of incorporation that include a provision setting fo
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Corporations Code - CORP - CORP § 201.7
Corporations Code - CORP - CORP § 201.7
Upon receipt of a certified copy of the commissioner’s authorization issued pursuant to subdivision (a) of Section 11542 or subdivision (a) of Section 4097.11 of the Insurance Code and subject to subdivision (a) of Section 110 of the Corporations Code, the Secretary of State shal
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Corporations Code - CORP - CORP § 2010
Corporations Code - CORP - CORP § 2010
(a) A corporation which is dissolved nevertheless continues to exist for the purpose of winding up its affairs, prosecuting and defending actions by or against it and enabling it to collect and discharge obligations, dispose of and convey its property and collect and divide its a
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Corporations Code - CORP - CORP § 2011
Corporations Code - CORP - CORP § 2011
(a) (1) Causes of action against a dissolved corporation, whether arising before or after the dissolution of the corporation, may be enforced against any of the following: (A) Against the dissolved corporation, to the extent of its undistributed assets, including, without limitat
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Corporations Code - CORP - CORP § 202
Corporations Code - CORP - CORP § 202
The articles of incorporation shall set forth: (a) The name of the corporation; provided, however, that in order for the corporation to be subject to the provisions of this division applicable to a close corporation (Section 158), the name of the corporation must contain the word
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Corporations Code - CORP - CORP § 203
Corporations Code - CORP - CORP § 203
Except as specified in the articles or in any shareholders’ agreement, no distinction shall exist between classes or series of shares or the holders thereof.
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Corporations Code - CORP - CORP § 203.5
Corporations Code - CORP - CORP § 203.5
(a) If the articles include the designation and number of shares of one or more series within a class, the stated number of shares for all series within the class shall not exceed, and may be less than, the stated number of shares for the class. (b) If so authorized in the articl
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Corporations Code - CORP - CORP § 204
Corporations Code - CORP - CORP § 204
The articles of incorporation may set forth: (a) Any or all of the following provisions, which shall not be effective unless expressly provided in the articles: (1) Granting, with or without limitations, the power to levy assessments upon the shares or any class of shares. (2) Gr
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Corporations Code - CORP - CORP § 204.5
Corporations Code - CORP - CORP § 204.5
(a) If the articles of a corporation include a provision reading substantially as follows: “The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law”; the corporation shall be considered to h
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Corporations Code - CORP - CORP § 205
Corporations Code - CORP - CORP § 205
Solely for the purpose of any statute or regulation imposing any tax or fee based upon the capitalization of a corporation, all authorized shares of a corporation organized under this division shall be deemed to have a nominal or par value of one dollar ($1) per share. If any fed
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Corporations Code - CORP - CORP § 206
Corporations Code - CORP - CORP § 206
Subject to any limitation contained in the articles and to compliance with any other applicable laws, any corporation other than a corporation subject to the Banking Law or a professional corporation may engage in any business activity; and a corporation subject to the Banking La
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Corporations Code - CORP - CORP § 207
Corporations Code - CORP - CORP § 207
Subject to any limitations contained in the articles and to compliance with other provisions of this division and any other applicable laws, a corporation shall have all of the powers of a natural person in carrying out its business activities, including, without limitation, the
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Corporations Code - CORP - CORP § 208
Corporations Code - CORP - CORP § 208
(a) No limitation upon the business, purposes or powers of the corporation or upon the powers of the shareholders, officers or directors, or the manner of exercise of such powers, contained in or implied by the articles or by Chapters 18, 19 and 20 or by any shareholders’ agreeme
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Corporations Code - CORP - CORP § 209
Corporations Code - CORP - CORP § 209
For all purposes other than an action in the nature of quo warranto, a copy of the articles of a corporation duly certified by the Secretary of State is conclusive evidence of the formation of the corporation and prima facie evidence of its corporate existence.
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Corporations Code - CORP - CORP § 21
Corporations Code - CORP - CORP § 21
“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 sharehold
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Corporations Code - CORP - CORP § 210
Corporations Code - CORP - CORP § 210
If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation
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Corporations Code - CORP - CORP § 2100
Corporations Code - CORP - CORP § 2100
This chapter applies only to foreign corporations transacting intrastate business, except as otherwise expressly provided.
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Corporations Code - CORP - CORP § 2101
Corporations Code - CORP - CORP § 2101
(a) Any foreign corporation (other than a foreign association) not transacting intrastate business may register its corporate name with the Secretary of State, provided its corporate name would be available pursuant to Section 201 to a new corporation organized under this divisio
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Corporations Code - CORP - CORP § 2102
Corporations Code - CORP - CORP § 2102
A foreign corporation which has filed a designation of an agent for the service of process, pursuant to the requirements of any law relating to the qualification of foreign corporations in force at the time of the filing, need not file the statement provided for in Section 2105,
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Corporations Code - CORP - CORP § 2103
Corporations Code - CORP - CORP § 2103
Nothing in this chapter repeals, alters or amends the provisions of Sections 1600 to 1605, inclusive, of the Insurance Code or prevents any foreign insurance company from carrying out contracts made before the surrender of its right to engage in intrastate business or contracts m