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Corporations Code - CORP - CORP § 403
Corporations Code - CORP - CORP § 403
(a) When so provided in the articles, a corporation may issue shares convertible within the time or upon the happening of one or more specified events and upon the terms and conditions that are stated in the articles if any of the following conditions apply: (1) At the option of
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Corporations Code - CORP - CORP § 404
Corporations Code - CORP - CORP § 404
Either in connection with the issue, subscription or sale of any of its shares, bonds, debentures, notes or other securities or independently thereof, a corporation may grant options to purchase or subscribe for shares of any class or series upon such terms and conditions as may
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Corporations Code - CORP - CORP § 405
Corporations Code - CORP - CORP § 405
(a) If at the time of granting option or conversion rights or at any later time the corporation is not authorized by its articles to issue all the shares required for the satisfaction of the rights, if and when exercised, the additional number of shares required to be issued upon
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Corporations Code - CORP - CORP § 406
Corporations Code - CORP - CORP § 406
Unless the articles provide otherwise, the board may issue shares, options or securities having conversion or option rights without first offering them to shareholders of any class.
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Corporations Code - CORP - CORP § 407
Corporations Code - CORP - CORP § 407
A corporation may, but is not required to, issue fractions of a share originally or upon transfer. If it does not issue fractions of a share, it shall in connection with any original issuance of shares (a) arrange for the disposition of fractional interests by those entitled ther
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Corporations Code - CORP - CORP § 408
Corporations Code - CORP - CORP § 408
(a) A corporation may adopt and carry out a stock purchase plan or agreement or stock option plan or agreement providing for the issue and sale for such consideration as may be fixed of its unissued shares, or of issued shares acquired or to be acquired, to one or more of the emp
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Corporations Code - CORP - CORP § 409
Corporations Code - CORP - CORP § 409
(a) Shares may be issued: (1) For such consideration as is determined from time to time by the board, or by the shareholders if the articles so provide, consisting of any or all of the following: money paid; labor done; services actually rendered to the corporation or for its ben
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Corporations Code - CORP - CORP § 410
Corporations Code - CORP - CORP § 410
(a) Every subscriber to shares and every person to whom shares are originally issued is liable to the corporation for the full consideration agreed to be paid for the shares. (b) The full agreed consideration for shares shall be paid prior to or concurrently with the issuance the
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Corporations Code - CORP - CORP § 411
Corporations Code - CORP - CORP § 411
A transferee of shares for which the full agreed consideration has not been paid to the issuing corporation, who acquired them in good faith, without knowledge that they were not paid in full or to the extent stated on the certificate representing them or, in the case of uncertif
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Corporations Code - CORP - CORP § 412
Corporations Code - CORP - CORP § 412
Every transferee of partly paid shares who acquired them under a certificate or initial transaction statement showing the fact of part payment, and every transferee of such shares (other than a transferee who derives title through a holder in good faith without knowledge and who
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Corporations Code - CORP - CORP § 413
Corporations Code - CORP - CORP § 413
A person holding shares as pledgee, executor, administrator, guardian, conservator, trustee, receiver or in any representative or fiduciary capacity is not personally liable for any unpaid balance of the subscription price of the shares because the shares are so held but the esta
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Corporations Code - CORP - CORP § 414
Corporations Code - CORP - CORP § 414
(a) No action shall be brought by or on behalf of any creditor to reach and apply the liability, if any, of a shareholder to the corporation to pay the amount due on such shareholder’s shares unless final judgment has been rendered in favor of the creditor against the corporation
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Corporations Code - CORP - CORP § 415
Corporations Code - CORP - CORP § 415
Nothing in this division shall be construed as a derogation of any rights or remedies which any creditor or shareholder may have against any promoter, shareholder, director, officer or the corporation because of participation in any fraud or illegality practiced upon such credito
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Corporations Code - CORP - CORP § 416
Corporations Code - CORP - CORP § 416
(a) Every holder of shares in a corporation shall be entitled to have a certificate signed in the name of the corporation by the chairperson or vice chairperson of the board or the president or a vice president and by the chief financial officer or an assistant treasurer or the s
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Corporations Code - CORP - CORP § 417
Corporations Code - CORP - CORP § 417
If the shares of the corporation are classified or if any class of shares has two or more series, there shall appear on the certificate or, in the case of uncertificated securities, the initial transaction statement and written statements, one of the following: (a) A statement of
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Corporations Code - CORP - CORP § 418
Corporations Code - CORP - CORP § 418
(a) There shall also appear on the certificate, the initial transaction statement, and written statements (unless stated or summarized under subdivision (a) or (b) of Section 417) the statements required by all of the following clauses to the extent applicable: (1) The fact that
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Corporations Code - CORP - CORP § 419
Corporations Code - CORP - CORP § 419
(a) A domestic or foreign corporation may issue a new share certificate or a new certificate for any other security in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, sto
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Corporations Code - CORP - CORP § 420
Corporations Code - CORP - CORP § 420
Neither a domestic nor foreign corporation nor its transfer agent or registrar is liable: (a) For transferring or causing to be transferred on the books of the corporation to the surviving joint tenant or tenants any share or shares or other securities issued to two or more perso
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Corporations Code - CORP - CORP § 421
Corporations Code - CORP - CORP § 421
Each holder of shares of a close corporation, whether original or subsequent, by accepting the certificates for the shares which contain the legend required by subdivision (c) of Section 418 agrees and consents that such holder cannot make any transfer of shares which would viola
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Corporations Code - CORP - CORP § 422
Corporations Code - CORP - CORP § 422
(a) When the articles are amended in any way affecting the statements contained in the certificates for outstanding shares, or it becomes desirable for any reason, in the discretion of the board, to cancel any outstanding certificate for shares and issue a new certificate therefo
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Corporations Code - CORP - CORP § 423
Corporations Code - CORP - CORP § 423
(a) Shares are not assessable except as provided in this section or as otherwise provided by a statute other than this division. If the articles expressly confer such authority upon the corporation or the board, and subject to any limitations therein contained, the board may in i
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Corporations Code - CORP - CORP § 5
Corporations Code - CORP - CORP § 5
Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.
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Corporations Code - CORP - CORP § 500
Corporations Code - CORP - CORP § 500
(a) Neither a corporation nor any of its subsidiaries shall make any distribution to the corporation’s shareholders (Section 166) unless the board of directors has determined in good faith either of the following: (1) The amount of retained earnings of the corporation immediately
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Corporations Code - CORP - CORP § 5000
Corporations Code - CORP - CORP § 5000
This division shall be known and may be cited as the Nonprofit Corporation Law.
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Corporations Code - CORP - CORP § 5001
Corporations Code - CORP - CORP § 5001
This division of the Nonprofit Corporation Law, or any part, chapter, article or section thereof, may at any time be amended or repealed.