A corporation that is organized or existing pursuant to any law except Part 12 (commencing with Section 14550) of Division 3 of Title 1 of the Corporations Code may be brought under the provisions of this chapter by amending its articles of incorporation, in the manner that is prescribed by the general corporation laws, to conform to this chapter. If a corporation amends its articles of incorporation to conform to this chapter, it shall be deemed to be organized and existing pursuant to, and entitled to the benefit of, and subject to this chapter for all purposes and as fully as though it had been originally organized pursuant to this chapter.
Cannabis Cooperative AssociationsReorganization of Corporations Organized Pursuant to Other Laws
Section § 26231
This law allows a corporation that's currently organized under different laws to switch to follow the rules of a new chapter by updating its official documents, known as articles of incorporation. Once these documents are updated to match the new chapter, the corporation will fully operate under this chapter as if it was set up that way from the start.
corporation amend articles general corporation laws
Section § 26231.1
This law section states that a corporation's articles of incorporation must clearly indicate that the corporation wants to be governed by the rules of a specific chapter (Chapter 26231). If this is clear, the articles of incorporation are considered to meet the requirements of that chapter.
Articles of incorporation shall be deemed to conform to this chapter within the meaning of Section 26231 if it clearly appears from the articles of incorporation that the corporation desires to be subject to, and to be organized, exist, and function pursuant to this chapter.
articles of incorporation corporation desires conform to chapter
Section § 26231.2
This section says that if the articles of incorporation have been amended and they conform to the requirements in another section (26231.1), any parts of the original or previously amended articles that don't match up with current rules are no longer valid. Basically, old rules won't apply if they clash with the new ones set by this chapter.
If the amended articles conform, as provided in Section 26231.1, provisions in the articles of incorporation that appeared in the original articles or some previous amended articles, are ineffective if, and to the extent that, they are inapplicable to, or inconsistent with, this chapter.
amended articles articles of incorporation conformity
