Corpus browser

Corporations Code - CORP - CORP § 5055

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5055

“Liquidating price” or “liquidation preference,” as used in Part 3 (commencing with Section 7110), means amounts payable on memberships of any class, upon voluntary or involuntary dissolution, winding up or distribution of the entire assets of the corporation, in priority to amou

Corporations Code - CORP - CORP § 5056

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5056

(a) “Member” means any person who, pursuant to a specific provision of a corporation’s articles or bylaws, has the right to vote for the election of a director or directors or on a disposition of all or substantially all of the assets of a corporation or on a merger or on a disso

Corporations Code - CORP - CORP § 5057

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5057

A “membership” refers to the rights a member has pursuant to a corporation’s articles, bylaws and this division.

Corporations Code - CORP - CORP § 5058

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5058

“Membership certificate,” as used in Part 3 (commencing with Section 7110), means a document evidencing a transferable property interest in a corporation.

Corporations Code - CORP - CORP § 5059

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5059

“Nonprofit mutual benefit corporation” or “mutual benefit corporation” means a corporation which is organized under Part 3 (commencing with Section 7110), or subject to Part 3 under the provisions of subdivision (a) of Section 5003.

Corporations Code - CORP - CORP § 506

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 506

(a) Any shareholder who receives any distribution prohibited by this chapter with knowledge of facts indicating the impropriety thereof is liable to the corporation for the benefit of all of the creditors or shareholders entitled to institute an action under subdivision (b) for t

Corporations Code - CORP - CORP § 5060

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5060

“Nonprofit public benefit corporation” or “public benefit corporation” means a corporation which is organized under Part 2 (commencing with Section 5110) or subject to Part 2 under the provisions of subdivision (a) of Section 5003.

Corporations Code - CORP - CORP § 5061

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5061

“Nonprofit religious corporation” or “religious corporation” means a corporation which is organized under Part 4 (commencing with Section 9110) or subject to Part 4 pursuant to subdivision (a) of Section 5003.

Corporations Code - CORP - CORP § 5062

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5062

“Officer’s certificate” means a certificate signed and verified by the chair of the board, the president or any vice president and by the secretary, the chief financial officer, the treasurer or any assistant secretary or assistant treasurer.

Corporations Code - CORP - CORP § 5063

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5063

“On the certificate,” as used in Part 3 (commencing with Section 7110), means that a statement appears on the face of a certificate or on the reverse thereof with a reference thereto on the face.

Corporations Code - CORP - CORP § 5063.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5063.5

“Other business entity” means a domestic or foreign limited liability company, limited partnership, general partnership, business trust, real estate investment trust, unincorporated association, or a domestic reciprocal insurer organized after 1974 to provide medical malpractice

Corporations Code - CORP - CORP § 5064

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5064

A “parent” of a specified corporation is an affiliate controlling such corporation directly or indirectly through one or more intermediaries.

Corporations Code - CORP - CORP § 5064.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5064.5

“Parent party” means the corporation in control of any constituent domestic or foreign corporation or other business entity and whose equity securities are issued, transferred, or exchanged in a merger pursuant to Section 6019.1 or 8019.1.

Corporations Code - CORP - CORP § 5065

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5065

“Person,” in addition to those entities specified in Section 18 and unless otherwise expressly provided, includes any association, business corporation, company, corporation, corporation sole, domestic corporation, estate, foreign corporation, foreign business corporation, indivi

Corporations Code - CORP - CORP § 5067

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5067

“Preferred shares,” as used in Part 3 (commencing with Section 7110), means shares other than common shares.

Corporations Code - CORP - CORP § 5068

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5068

“Proper county” means the county where the corporation’s principal office in this state is located or, if the corporation has no such office, the County of Sacramento.

Corporations Code - CORP - CORP § 5069

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5069

“Proxy” means a written authorization signed by a member or the member’s attorney in fact giving another person or persons power to vote on behalf of such member. “Signed” for the purpose of this section means the placing of the member’s name on the proxy (whether by manual signa

Corporations Code - CORP - CORP § 5070

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5070

“Proxyholder” means the person or persons to whom a proxy is given.

Corporations Code - CORP - CORP § 5071

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5071

“Shareholder,” as used in Part 3 (commencing with Section 7110), means one who is a holder of record of shares.

Corporations Code - CORP - CORP § 5072

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5072

“Shares,” as used in Part 3 (commencing with Section 7110), means the units into which the proprietary interests in a business corporation or foreign business corporation are divided in the articles.

Corporations Code - CORP - CORP § 5073

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5073

(a) Except as provided in subdivision (b), “subsidiary” of a specified corporation means a corporation more than 50 percent of the voting power of which is owned directly, or indirectly through one or more subsidiaries, by the specified corporation. (b) For the purpose of Section

Corporations Code - CORP - CORP § 5074

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5074

“Surviving corporation” means a corporation into which one or more other corporations are merged.

Corporations Code - CORP - CORP § 5075

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5075

“Vacancy” when used with respect to the board means any authorized position of director which is not then filled, whether the vacancy is caused by death, resignation, removal, change in the number of directors authorized in the articles or bylaws (by the board or the members) or

Corporations Code - CORP - CORP § 5076

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5076

“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

Corporations Code - CORP - CORP § 5077

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 5077

“Vote” includes, but is not limited to, authorization by written consent pursuant to subdivision (b) of Section 5211, subdivision (b) of Section 7211, or subdivision (b) of Section 9211 and authorization by written ballot pursuant to Section 5513, Section 7513, or Section 9413.