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Corporations Code - CORP - CORP § 317

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 317

(a) For the purposes of this section, “agent” means any person who is or was a director, officer, employee or other agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another foreign or domestic corporatio

Corporations Code - CORP - CORP § 318

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 318

(a) The Secretary of State shall develop and maintain a registry of distinguished women and minorities who are available to serve on corporate boards of directors. As used in this section, “minority” means an ethnic person of color including American Indians, Asians (including, b

Corporations Code - CORP - CORP § 3200

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3200

If any disappearing social purpose corporation in a merger is a close social purpose corporation and the surviving social purpose corporation is not a close social purpose corporation, the merger shall be approved by an affirmative vote of at least two-thirds of the outstanding s

Corporations Code - CORP - CORP § 3201

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3201

If any disappearing corporation in a merger is a social purpose corporation and the surviving entity is not a social purpose corporation, or is a social purpose corporation the articles of incorporation of which set forth materially different purposes, the merger shall be approve

Corporations Code - CORP - CORP § 3202

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3202

If a disappearing social purpose corporation in a merger is a social purpose corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger sha

Corporations Code - CORP - CORP § 3203

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3203

(a) Any one or more social purpose corporations may merge with one or more other business entities. One or more domestic social purpose corporations not organized under this division and one or more foreign corporations may be parties to the merger. Notwithstanding this section,

Corporations Code - CORP - CORP § 3300

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3300

For purposes of this chapter, the following definitions shall apply: (a) “Converted social purpose corporation” means a social purpose corporation that results from a conversion of an other business entity or a foreign other business entity or a foreign corporation pursuant to Se

Corporations Code - CORP - CORP § 3301

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3301

(a) A social purpose corporation may be converted into a domestic other business entity pursuant to this chapter if, pursuant to the proposed conversion, each of the following conditions is met: (1) Each share of the same class or series of the converting social purpose corporati

Corporations Code - CORP - CORP § 3302

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3302

(a) A social purpose corporation that desires to convert to a domestic other business entity shall approve a plan of conversion. The plan of conversion shall state all of the following: (1) The terms and conditions of the conversion. (2) The jurisdiction of the organization of th

Corporations Code - CORP - CORP § 3303

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3303

(a) After the approval, as provided in Section 3302, of a plan of conversion by the board and the outstanding shares of a social purpose corporation converting into a domestic other business entity, the converting social purpose corporation shall cause the filing of all documents

Corporations Code - CORP - CORP § 3304

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3304

(a) To convert a social purpose corporation: (1) If the social purpose corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the certificate of limited partnership for the converted entity. (2) If the social purpose corpora

Corporations Code - CORP - CORP § 3305

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3305

The shareholders with dissenting rights, as defined in subdivision (b) of Section 1300, of a converting social purpose corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of Division 1 of the shareholders of a corporation involved in a reorgan

Corporations Code - CORP - CORP § 3306

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3306

Notwithstanding any other provision of law, the Secretary of State shall charge an entity a fee not to exceed one hundred fifty dollars ($150) for its conversion made under this chapter.

Corporations Code - CORP - CORP § 3307

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3307

(a) An other business entity or a foreign other business entity or a foreign corporation may be converted into a social purpose corporation pursuant to this chapter only if the converting entity is authorized by the laws under which it is organized to effect the conversion. (b) A

Corporations Code - CORP - CORP § 3400

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3400

A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent social purpose corporation in a merger reorganization. (b) The acquiring social purpose corporation in an exchange reorganization. (c) The acquiring soci

Corporations Code - CORP - CORP § 3401

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3401

(a) The principal terms of a reorganization shall be approved by the outstanding shares of each class of each social purpose corporation the approval of whose board is required under Section 3400, except as provided in subdivision (b) and except that, unless otherwise provided in

Corporations Code - CORP - CORP § 3500

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3500

(a) The board of a social purpose corporation shall cause an annual report to be sent to the shareholders not later than 120 days after the close of the fiscal year. The annual report shall contain (1) a balance sheet as of the end of that fiscal year and an income statement and

Corporations Code - CORP - CORP § 3501

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3501

(a) The board shall cause a special purpose current report to be sent to the shareholders not later than 45 days following the occurrence of any one or more of the events specified in subdivision (b) or (c), and, to the extent consistent with reasonable confidentiality requiremen

Corporations Code - CORP - CORP § 3502

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3502

(a) Nothing contained in subdivision (b) of Section 3500 or Section 3501 shall require a detailing or itemization of every relevant expenditure incurred, or planned or action taken or planned, by the corporation. Management and the board shall use their discretion in providing th

Corporations Code - CORP - CORP § 3503

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 3503

Any officers, directors, employees, or agents of a social purpose corporation who do any of the following shall be liable jointly and severally for all the damages resulting therefrom to the social purpose corporation or any person injured by those actions who relied on those act

Corporations Code - CORP - CORP § 4

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 4

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.

Corporations Code - CORP - CORP § 400

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 400

(a) A corporation may issue one or more classes or series of shares or both, with full, limited or no voting rights and with such other rights, preferences, privileges and restrictions as are stated or authorized in its articles. No denial or limitation of voting rights shall be

Corporations Code - CORP - CORP § 401

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 401

(a) Before any corporation issues any shares of any class or series of which the rights, preferences, privileges, and restrictions, or any of them, or the number of shares constituting any series or the designation of the series, are not set forth in its articles but are fixed in

Corporations Code - CORP - CORP § 402

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 402

(a) A corporation may provide in its articles for one or more classes or series of shares which are redeemable, in whole or in part, (1) at the option of the corporation or (2) to the extent and upon the happening of one or more specified events, and not otherwise except as herei

Corporations Code - CORP - CORP § 402.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 402.5

The rights, preferences, privileges, and restrictions granted to or imposed upon a class or series of preferred shares (Section 176), the designation of which includes either the word “preferred” or the word “preference,” may: (a) Notwithstanding paragraph (9) of subdivision (a)