Transition Provisions - Nonprofit Corporation Law - CA Corporations

Section § 9910

This section explains definitions used in certain parts of the corporation laws, covering public benefit, mutual benefit, and religious corporations in California. It clarifies what is meant by 'new' and 'prior' laws relating to these nonprofits. Essentially, it's about distinguishing the newer nonprofit laws from the older ones and specifying which parts correspond to each type of corporation.

As used in Sections 9910 to 9927 of this part:

(a) “New public benefit, mutual benefit and religious corporation law” means Part 1 (commencing with Section 5002), Part 2 (commencing with Section 5110), Part 3 (commencing with Section 7110), Part 4 (commencing with Section 9110) and Part 5 (commencing with Section 9910), of Division 2 of Title 1 of the Corporations Code enacted by the California Legislature during the 1977–1978 Regular Session and, except as required by Section 9912, operative January 1, 1980.

(b) “New public benefit corporation law” means Part 2 of the new public benefit, mutual benefit and religious corporation law.

(c) “New mutual benefit corporation law” means Part 3 of the new public benefit, mutual benefit, and religious corporation law.

(d) “New religious corporation law” means Part 4 of the new public benefit, mutual benefit and religious corporation law.

(e) “Prior nonprofit law” means Part 1, Division 2 (commencing with Section 9000) of Title 1 of the Corporations Code in effect on December 31, 1979.

(f) “Subject corporation” means any corporation described in paragraphs (3) through (5), inclusive, of subdivision (a) of Section 5003 and subject to the prior nonprofit law.

public benefit corporation mutual benefit corporation religious corporation prior nonprofit law Parts 5002 5110 7110 9110 9910 nonprofit definitions new nonprofit laws 1977–1978 Regular Session corporate structure nonprofit classification

(Added by Stats. 1978, Ch. 567.)

Section § 9911

This section of the law explains how new public benefit, mutual benefit, and religious corporation laws apply to corporations formed on or after January 1, 1980. It distinguishes between new laws and prior nonprofit laws, stating that the latter applies to actions, contracts, or transactions before 1980. Any incorporation efforts begun before 1980 but still pending at that time could follow the old nonprofit laws if finalized by May 1, 1980. The law also clarifies that any corporate votes or consents given under the old laws before 1980 remain valid.

(a) The new public benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 2 of this division or which are expressly governed by Part 2 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(b) The new mutual benefit corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 3 of this division or which are expressly governed by Part 3 pursuant to a particular provision of this division or Division 3 (commencing with Section 12000) or other specific statutory provision.

(c) The new religious corporation law applies to all corporations which are incorporated on or after January 1, 1980, under Part 4 of this division or which are expressly governed by Part 4 pursuant to a particular provision of this division, Division 3 (commencing with Section 12000) or other specific statutory provision.

(d) Notwithstanding subdivisions (a) through (c), if articles of incorporation intended to and in fact meeting the requirements of the prior nonprofit law have been initially received by the Secretary of State prior to January 1, 1980, and the matter is still pending on that date, then the entity may be incorporated pursuant to the prior nonprofit law if its articles are filed prior to May 1, 1980.

(e) Except as otherwise expressly provided in this part, (i) the new public benefit corporation law applies to all subject corporations referred to in Section 5060 and to all actions taken by the directors, officers or members of such corporation on or after January 1, 1980; (ii) the new mutual benefit corporation law applies to all subject corporations referred to in Section 5059 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980; and (iii) the new religious corporation law applies to all subject corporations referred to in Section 5061 and to all actions taken by the directors, officers or members of such corporations on or after January 1, 1980.

(f) Except as otherwise expressly provided in this part, all of the sections of the new public benefit, mutual benefit and religious corporation law governing acts, contracts or other transactions by a corporation or its directors, officers or members, apply only to acts, contracts, or transactions occurring on or after January 1, 1980; and the prior nonprofit law governs acts, contracts or transactions occurring before January 1, 1980.

(g) Except as otherwise expressly provided in this part, any vote or consent by the directors or members of a corporation prior to January 1, 1980, in accordance with the prior nonprofit law shall be effective in accordance with that law; and if any certificate or document is required to be filed in any public office of this state relating to such vote or consent, it may be filed on or after January 1, 1980, in accordance with the prior nonprofit law.

public benefit corporation mutual benefit corporation religious corporation incorporation date prior nonprofit law actions after 1980 corporate votes directors and officers pending filings Section 5060 Section 5059 Section 5061 contracts and transactions effective dates certificate filing

(Added by Stats. 1978, Ch. 567.)

Section § 9912

This section outlines how different types of nonprofit corporations in California are classified under new corporation laws starting January 1, 1980. Corporations are categorized into public benefit, mutual benefit, or religious corporations based on their purposes and legal designations. The Secretary of State sends advisory notices to corporations about their classification. Corporations can also ask a court to officially determine their status, with notice given to the Attorney General. Additionally, mutual benefit corporations holding charitable assets must follow trust laws. The Secretary of State may request information from other state agencies to fulfill its duties under this article.

(a) Each corporation which is subject (pursuant to the terms of the prior nonprofit law or some other specific statutory provision) to the prior nonprofit law shall, on and after January 1, 1980, be subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law based on the following:

(1) Any corporation of a type designated by statute as being subject to the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, shall be subject to such law.

(2) Any corporation organized primarily or exclusively for religious purposes shall be subject to the new religious corporation law.

(3) Any corporation which does not come within paragraphs 1 or 2 of this subdivision but which has received an exemption under Section 23701d of the Revenue and Taxation Code, shall be subject to the new public benefit corporation law.

(4) Any corporation which does not come within paragraphs 1, 2, or 3 of this subdivision and all of the assets of which are irrevocably dedicated to charitable or public purposes and which according to its articles or bylaws must upon dissolution distribute its assets to a person or persons carrying on a similar purpose or purposes shall be subject to the new public benefit corporation law.

(5) Any corporation which does not come within paragraphs 1, 2, 3 or 4 of this subdivision and which permits distribution of assets to its members upon dissolution shall be subject to the new mutual benefit corporation law.

(6) Any corporation not otherwise described in this subdivision shall be subject to the new mutual benefit corporation law.

(b) Prior to January 1, 1980, the Secretary of State’s office shall send a nonbinding, advisory notice to each corporation covered by subdivision (a) indicating the type of corporation it is, based on the rules set forth in subdivision (a) of this section.

(c) Notwithstanding subdivision (a), assets held by a mutual benefit corporation in charitable trust shall be administered in compliance with the provisions of the trust and in accordance with any standards applicable pursuant to Section 7238.

(d) A corporation may petition the superior court of the proper county to determine its status as a public benefit, mutual benefit or religious corporation in accordance with subdivision (a). Notice of the proceeding shall be given as the court may direct. Any member may intervene. Notice of the proceeding shall be served on the Attorney General who may intervene. A certified copy of any final judgment in any such proceeding shall be filed with the Secretary of State.

(e) The Secretary of State may, in carrying out any obligation arising under this article, require any information necessary on existing corporations from the Franchise Tax Board or other state agency.

nonprofit classification public benefit corporations mutual benefit corporations religious corporations corporation status determination charitable trust administration Secretary of State advisory court petition Attorney General intervention Franchise Tax Board

(Amended by Stats. 1979, Ch. 724.)

Section § 9913

This section describes when certain corporations in California must update their articles of incorporation to comply with new laws. Public benefit, mutual benefit, and religious corporations aren't automatically required to include the latest law provisions about their formation documents until they actively choose to update and file an amendment. The board of the corporation can make these amendments typically, except when more significant changes are needed; in those cases, members must also approve if required. The amendments shouldn't include the initial address or initial agent for service of process if specific statements have already been filed under other sections.

(a) The provisions of Sections 5130, 5131 and 5132 of the new Public Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations designated as public benefit corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(b) The provisions of Sections 7130, 7131, and 7132 of the new Mutual Benefit Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Mutual Benefit Corporation Law unless and until an amendment of the articles of incorporation is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(c) The provisions of Sections 9130, 9131, and 9132 of the new Religious Corporation Law relating to the contents of articles of incorporation do not apply to subject corporations governed by the Religious Corporation Law unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this part.

(d) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the public benefit corporation to Section 5130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 5151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(e) The amendment described in subdivision (b) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the mutual benefit corporation to subdivisions (a) and (b) of Section 7130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 7151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(f) The amendment described in subdivision (c) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the religious corporation to Section 9130 and the deletion of any references to the location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 9151 (subject to Section 9915), it shall also be approved by the members (Section 5034) if such approval is otherwise required for the changes made.

(g) The amendment shall not contain the initial street address or initial mailing address of the corporation or name the corporation’s initial agent for service of process if a statement required by Section 6210, 8210, or 6210 (made applicable by Section 9660), as the case may be, has been filed.

public benefit corporation mutual benefit corporation religious corporation articles of incorporation amendment process board approval member approval corporate governance Section 5130 Section 7130 Section 9130 statement of purposes principal office location number of directors agent for service of process

(Amended by Stats. 2012, Ch. 494, Sec. 26. (SB 1532) Effective January 1, 2013.)

Section § 9914

This law section explains that certain sections of the laws for public benefit, mutual benefit, and religious corporations apply to those respective types of corporations. It also states that if a corporation’s founding documents have statements about its powers, those statements aren’t seen as limits on the corporation’s abilities unless they specifically say they are limits.

Section 5140 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, and Section 7140 of the new mutual benefit corporation law applies to subject corporations governed by the mutual benefit corporation law and Section 9140 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but any statement in the articles of such corporations prior to an amendment thereof pursuant to Section 9913, relating to the powers of the corporation shall not be construed as a limitation unless it is expressly stated as such.

public benefit corporation mutual benefit corporation religious corporation corporation powers articles of incorporation express limitation types of corporations corporate governance Section 5140 Section 7140 Section 9140 Section 9913 founding documents corporate law applications power limitations

(Added by Stats. 1978, Ch. 567.)

Section § 9915

This section explains that certain new corporation laws do not apply to existing public benefit, mutual benefit, and religious corporations unless they update their articles as specified. Until then, these corporations are governed by older nonprofit laws. If changes to directors' numbers are needed, member approval is necessary. However, limits on the number of directors are determined by the new laws, not the old ones.

(a) Subdivision (a) of Section 5151 of the new public benefit corporation law does not apply to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7151 of the new mutual benefit corporation law does not apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9151 of the new religious corporation law does not apply to subject corporations governed by the religious corporation law, but those corporations shall continue to be governed by the prior nonprofit law unless and until an amendment of the articles is filed pursuant to Section 9913. If an amendment makes any change in the number of directors or the maximum or minimum number of directors or makes change from a fixed to a variable board or vice versa, it shall also be approved by the members (Section 5034).

(b) Notwithstanding subdivision (a), the new public benefit corporation law, the new mutual benefit corporation law, or the new religious corporation law, as appropriate, rather than the provisions of the prior nonprofit law apply with the respect to determining the limits on the number of directors.

public benefit corporation mutual benefit corporation religious corporation number of directors corporate governance nonprofit law amendment of articles fixed board variable board member approval corporation law update

(Amended by Stats. 1988, Ch. 919, Sec. 12.)

Section § 9916

This section explains that different types of corporations, such as public benefit, mutual benefit, and religious corporations, are subject to specific rules under their respective laws. It also states that for these corporations, the term 'treasurer' is usually considered to mean 'chief financial officer' unless the corporation's own rules say otherwise.

Subdivision (a) of Section 5213 of the new public benefit corporation law applies to subject corporations governed by the public benefit corporation law, subdivision (a) of Section 7213 of the new mutual benefit corporation law apply to subject corporations governed by the mutual benefit corporation law, and subdivision (a) of Section 9213 of the new religious corporation law applies to subject corporations governed by the religious corporation law; but the “treasurer” of those corporations shall be deemed to be the “chief financial officer,” unless otherwise provided in the articles or bylaws.

public benefit corporation mutual benefit corporation religious corporation treasurer chief financial officer corporation governance articles bylaws financial officer designation corporate law application subject corporations

(Amended by Stats. 2009, Ch. 631, Sec. 36. (AB 1233) Effective January 1, 2010.)

Section § 9916.5

This section outlines transitional rules for directors of nonprofit corporations as of January 1, 1980. If a director was serving a term longer than three years, they could continue until either December 31, 1982, or the end of their term, whichever came first. Additionally, if more than a third of directors held their position by appointment as of that date, they could remain until December 31, 1982.

Subdivisions (a) and (d) of Section 5220 apply to subject corporations governed by the nonprofit public benefit corporation law and subdivisions (a) and (d) of Section 7220 apply to subject corporations governed by the nonprofit mutual benefit corporation law, provided that:

(a) If a director on January 1, 1980, is serving a term in excess of three years in duration, the director may continue to serve until December 31, 1982, or until the expiration of the term whichever is earlier.

(b) If, on January 1, 1980, more than one-third of the directors of a corporation hold office by virtue of designation or selection, they may continue to do so until December 31, 1982.

nonprofit corporations public benefit corporation mutual benefit corporation director term three-year term designation of directors selection of directors transitional rules January 1 1980 December 31 1982 corporate governance board of directors nonprofit directors expiration of term office by designation

(Amended by Stats. 1984, Ch. 144, Sec. 23.)

Section § 9917

This law section clarifies that different rules apply for when a type of corporation in California (public benefit, mutual benefit, or religious) wants to indemnify, or protect, someone from legal responsibility. The rules for indemnification depend on the kind of corporation, as outlined in specific sections (5238 for public benefit, 7237 for mutual benefit, and 9246 for religious corporations), and these rules apply regardless of when the events occurred. Additionally, any mention of indemnification in a corporation's articles or bylaws doesn't restrict what's allowed by these sections unless clearly stated.

Section 5238 governs any proposed indemnification by a public benefit corporation, Section 7237 governs any proposed indemnification by a mutual benefit corporation, and Section 9246 governs any proposed indemnification by a religious corporation, after January 1, 1980, whether the events upon which the indemnification is based occurred before or after January 1, 1980. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 5238, Section 7237, or Section 9246 unless it is expressly stated as so intended.

indemnification public benefit corporation mutual benefit corporation religious corporation events before or after 1980 corporate bylaws corporate articles legal protection Section 5238 Section 7237 Section 9246 corporate governance legal responsibility limiting indemnification California corporations

(Amended by Stats. 1980, Ch. 1155.)

Section § 9918

This law explains how certain rules about membership certificates apply to non-profit organizations in California. If the membership certificates were issued on or after January 1, 1980, they follow the new rules. If they were issued before that date, the old rules apply unless the organization updates its articles officially.

Section 7313 of the new mutual benefit corporation law relating to membership certificates applies to the membership certificates of a subject corporation if the certificates are issued on or after January 1, 1980, and the prior nonprofit law shall continue to govern certificates representing memberships issued prior to January 1, 1980, unless and until an amendment of the articles is filed pursuant to Section 9913.

mutual benefit corporation membership certificates January 1 1980 prior nonprofit law amendment of articles Section 9913 nonprofit organizations governing rules subject corporation issuance date legal updates membership issuance corporate governance nonprofit law transition article amendment

(Added by Stats. 1978, Ch. 567.)

Section § 9920

This law section explains which rules apply to meetings and votes of various types of nonprofit corporations in California, such as public benefit, mutual benefit, and religious corporations. It clarifies that the new corporation laws apply to actions taken on or after January 1, 1980. However, if a meeting was originally scheduled before 1980, the old nonprofit laws still apply. The law also addresses the validity of proxies and actions taken during the transition period from old to new laws, allowing certain proxies to be used and certain board actions to remain valid if compliant with previous rules. It ensures no new bylaws violate the current rules as of January 1, 1982.

(a) The provisions of Chapter 5 (commencing with Section 5510) and Chapter 6 (commencing with Section 5610) of the new Public Benefit Corporation Law apply to any meeting of members of a public benefit corporation, the provisions of Chapter 5 (commencing with Section 7510) and Chapter 6 (commencing with Section 7610) of the new Mutual Benefit Corporation Law apply to any meeting of members of a mutual benefit corporation, and the provisions of Chapter 4 (commencing with Section 9410) of the new Religious Corporation Law apply to any meeting of members of a religious corporation, held on or after January 1, 1980, and to any action by such members pursuant to a written ballot, which becomes effective on or after January 1, 1980, and to any vote cast at such a meeting or ballot, given for such action (whether or not a proxy or ballot was executed by the member prior to January 1, 1980).

(b) Notwithstanding subdivision (a):

(1) The prior nonprofit law shall apply to any such meeting of members and to any vote cast at such a meeting if such meeting was initially called for a date prior to January 1, 1980, and notice thereof was given to members entitled to vote thereat; and

(2) Where a proxy would be valid under the prior nonprofit law but would not be valid for a public benefit corporation under the new Public Benefit Corporation Law, for a mutual benefit corporation under the new Mutual Benefit Corporation Law, or for a religious corporation under the new Religious Corporation Law, and where the proxy by its terms expires during or after 1980, such proxy may be voted at meetings of members during 1980 (prior to its expiration date) but not thereafter.

(3) Action taken by the board or the members after December 31, 1979, and before January 1, 1982, shall be valid if such action was taken in compliance with the prior nonprofit law and the articles and bylaws as they then existed, subject to the rights of any person who acted in detrimental reliance upon the invalidity of such action prior to Janaury 1, 1982. This subdivision does not validate any provision in the articles or bylaws after December 31, 1981, which does not comply with the then existing provisions of the new public benefit, mutual benefit, or religious corporation law, as the case may be.

public benefit corporation mutual benefit corporation religious corporation member meetings proxy validity written ballot transition period prior nonprofit law board actions bylaws compliance California nonprofit law January 1 1980 January 1 1982 detrimental reliance corporate law transition

(Amended by Stats. 1981, Ch. 587, Sec. 61.)

Section § 9921

This law explains which rules apply to legal actions involving public benefit and mutual benefit corporations based on when the action started. For cases that began on or after January 1, 1980, the new laws specifically for these types of corporations come into play. However, cases that started before this date but weren't resolved yet are governed by the older nonprofit laws.

Section 5710 of the new public benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a public benefit corporation, and Section 7710 of the new mutual benefit corporation law applies to actions commenced on or after January 1, 1980, with respect to a mutual benefit corporation. The prior nonprofit law governs actions commenced prior to but still pending on January 1, 1980.

public benefit corporation mutual benefit corporation nonprofit law legal actions January 1 1980 corporation law pending actions prior nonprofit law legal commencement corporate regulations

(Added by Stats. 1978, Ch. 567.)

Section § 9922

This law specifies that certain rules apply to nonprofit corporations like public benefit corporations, religious corporations, and mutual benefit corporations regarding transactions made after January 1, 1980. If the necessary approvals for non-profit transactions were already in place before this date or happened at a meeting scheduled before then, older laws will apply instead.

Chapters 9 (commencing with Section 5910) and 10 (commencing with Section 6010) of the new public benefit corporation law apply to transactions consummated on or after January 1, 1980, by a public benefit corporation or, subject to Sections 9630 and 9640, by a religious corporation, and Chapters 9 (commencing with Section 7910) and 10 (commencing with Section 8010) of the new mutual benefit corporation law apply to transactions consummated on or after January 1, 1980, by a mutual benefit corporation, unless the approval required by the prior nonprofit law has been given prior to January 1, 1980, or has been given on or after January 1, 1980, but at a meeting of members initially called for a date prior to January 1, 1980, in which case the transaction shall be governed by the prior nonprofit law.

public benefit corporation religious corporation mutual benefit corporation transactions January 1 1980 nonprofit approvals prior nonprofit law meeting of members consummated transactions new public benefit corporation law new mutual benefit corporation law

(Added by Stats. 1978, Ch. 567.)

Section § 9923

This law states that if a public or mutual benefit corporation in California is starting the process to be involuntarily dissolved after January 1, 1980, specific chapters of new corporation laws will apply. For actions that began before January 1, 1980, the older nonprofit laws will still govern those cases, even if they are ongoing.

Chapters 15 (commencing with Section 6510) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to acts for involuntary dissolution of a public benefit corporation commenced on or after January 1, 1980, and Chapters 15 (commencing with Section 8510) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to acts for involuntary dissolution of a mutual benefit corporation commenced on or after January 1, 1980; but the prior nonprofit law governs any such actions commenced prior to but still pending on January 1, 1980.

involuntary dissolution public benefit corporation mutual benefit corporation nonprofit law Section 6510 Section 6710 Section 8510 Section 8710 corporate dissolution pending actions new corporation law commenced on or after January 1 1980 governance prior nonprofit law California corporations

(Added by Stats. 1978, Ch. 567.)

Section § 9924

This law explains how the rules for dissolving corporations apply depending on the type of corporation and when the process was started. For public benefit and mutual benefit corporations, if the decision to dissolve was made after January 1, 1980, the newer laws apply. For religious corporations, there's a specific section that might affect the process. However, if the dissolution started before January 1, 1980, older laws still govern the process.

Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of the new public benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a public benefit corporation or, subject to Section 9680, with respect to a religious corporation, by the filing on or after January 1, 1980, of an election to wind up and dissolve, and Chapters 16 (commencing with Section 8610) and 17 (commencing with Section 8710) of the new mutual benefit corporation law apply to any voluntary dissolution proceeding initiated with respect to a mutual benefit corporation by the filing on or after January 1, 1980, of an election to wind up and dissolve; but the prior nonprofit law governs any such proceeding so initiated prior to January 1, 1980.

public benefit corporation mutual benefit corporation religious corporation voluntary dissolution winding up process election to dissolve prior nonprofit law January 1 1980 dissolution proceedings nonprofit corporation dissolution

(Added by Stats. 1978, Ch. 567.)

Section § 9925

If a company listed a corporate agent for receiving legal papers before January 1, 1980, you can serve those papers at any of the agent's offices mentioned in certain official documents. This applies to public benefit and religious corporations as well as some other corporations, based on different sections of the Corporations Code.

When any corporate agent for service of process has been designated prior to January 1, 1980, and such designation of agent included a name of a city, town or village wherein the corporate agent maintained an office, service on such agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 6213 of the new public benefit corporation law (applicable to public benefit corporations and, subject to Section 9660, to religious corporations), Section 8213 of the new mutual benefit corporation law, Section 1505 of the Corporations Code, or filed pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 of the Corporations Code as in effect prior to January 1, 1977.

corporate agent service pre-1980 designation public benefit corporations religious corporations mutual benefit corporations Corporations Code Section 6213 filing certification legal service on agent official documents office location corporate legal documents Corporations Code pre-1977 Section 9660 applicability process service locations 1980 effective date

(Added by Stats. 1978, Ch. 567.)

Section § 9926

If a nonprofit corporation in California was in existence as of January 1, 1873, but hasn't opted into current nonprofit laws, it can choose to do so. This decision requires unanimous agreement from all directors or majority approval from voting members, either at an annual or special meeting. Once decided, a certificate documenting this choice must be filed with the Secretary of State to officially transition the corporation to operate under the current nonprofit laws, giving it all the related rights and responsibilities.

Any subject corporation that existed on the first day of January, 1873, and was formed under the laws of this state, which corporation has not already elected to continue its existence under the prior nonprofit law, may at any time elect to continue its existence under the provisions of this code applicable thereto by the unanimous vote of all its directors, or such election may be made at any annual meeting of the members, or at any meeting called by the directors especially for considering the subject, if voted by members representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the members.

A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous votes or upon the written consent of the members, or a certificate of the proceedings of the meeting of the members when the election is made at any such meeting, signed by the chairperson and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State, and thereafter the corporation continues its existence under the provisions of this code which are applicable thereto, and possesses all the rights, and powers, and is subject to all the obligations, restrictions, and limitations prescribed thereby.

nonprofit corporation unanimous director vote member voting power annual meeting election to continue existence certificate filing Secretary of State current nonprofit laws directors' consent majority of voting members 1873 corporation transition to new code corporate rights and powers corporate obligations nonprofit transition process

(Amended by Stats. 2022, Ch. 617, Sec. 72. (SB 1202) Effective January 1, 2023.)

Section § 9927

If a nonprofit corporation had its rights, privileges, and powers suspended before January 1, 1980, under previous laws, those rules remain in effect until the corporation's status is restored by the Controller.

If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to January 1, 1980, pursuant to the prior nonprofit law as a result of its incorporation of Sections 5700 through 5908 of the prior law (Section 2300), such sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to such sections.

nonprofit corporation suspension corporate privileges Controller restoration pre-1980 suspension corporate powers reinstatement prior nonprofit law Sections 5700-5908 Section 2300 corporate rights suspension nonprofit corporation laws suspended corporate status restoration process for corporations

(Added by Stats. 1978, Ch. 567.)

Section § 9928

This law explains the process by which the Secretary of State can suspend a corporation that was set up before 1971 and hasn’t filed certain required statements. If the corporation has never filed specific statements and isn't yet suspended by the tax authorities, it can be suspended after a 60-day notice in a local newspaper. This notice warns the corporation that it needs to file the necessary paperwork, or it will be suspended without further notice. If the corporation doesn’t file within 61 to 180 days, the Secretary of State can suspend its rights and privileges, apart from altering its name. However, the corporation can still file required documents to lift the suspension, unless it's suspended for other tax reasons.

(a) A corporation which was organized prior to January 1, 1971, under any statutory provisions other than the General Corporation Law as then in effect (Division 1 (commencing with Section 100) of Title 1 of the Corporations Code or predecessor statutory provisions), has never filed a statement pursuant to Section 6210 or 8210, has never filed a statement pursuant to former Section 3301 and is not under suspension by the Franchise Tax Board, shall be subject to suspension by the Secretary of State pursuant to this section.

(b) Prior to taking action to suspend, the Secretary of State shall, in accordance with Section 6061 of the Government Code, publish a notice one time in a newspaper of general circulation published in the county in which the articles require the principal office of the corporation to be located. The notice shall identify the corporation by name and corporate number and shall state that the corporation shall be subject to suspension without further notice if a statement pursuant to Section 6210 or 8210 is not filed within 60 days after the date of publication of the notice.

(c) Not less than 61 days and not more than 180 days after the date of the publication, the Secretary of State may act to suspend the corporation in accordance with subdivisions (a) and (b).

(d) The Secretary of State shall notify the Franchise Tax Board of the suspension and thereupon, except for the purpose of amending the articles to set forth a new name, the corporate powers, rights, and privileges of the corporation are suspended.

(e) A statement pursuant to Section 6210 or 8210 may be filed notwithstanding suspension of the corporate powers, rights and privileges pursuant to this section or Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code. Upon the filing of a statement pursuant to Section 6210 or 8210 by a corporation which has suffered suspension pursuant to this section, the Secretary of State shall certify that fact to the Franchise Tax Board and the corporation may thereupon, in accordance with Section 23305a of the Revenue and Taxation Code, be relieved from suspension unless the corporation is held in suspension by the Franchise Tax Board by reason of Section 23301, 23301.5, or 23775 of the Revenue and Taxation Code.

corporation suspension Secretary of State Franchise Tax Board pre-1971 corporations statement requirements corporate privileges local newspaper notice revocation of rights filing compliance corporate number corporate suspension process amending articles non-filing consequences corporate reinstatement

(Added by Stats. 1989, Ch. 440, Sec. 1.)

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Nonprofit Corporation Law

Part 5TRANSITION PROVISIONS

Section § 9910

Section § 9911

Section § 9912

Section § 9913

Section § 9914

Section § 9915

Section § 9916

Section § 9916.5

Section § 9917

Section § 9918

Section § 9920

Section § 9921

Section § 9922

Section § 9923

Section § 9924

Section § 9925

Section § 9926

Section § 9927

Section § 9928

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