General Provisions
Section § 1
This law establishes the official title for a set of laws governing corporations. It will be referred to as the Corporations Code.
Section § 2
This section says that if the rules in this code are basically the same as those in previous laws on the same topic, they should be seen as a continuation of those old rules, not as new ones.
Section § 3
If you were holding an office when this law came into effect and that office still exists under the new code, you will keep your position as you did under the old rules.
Section § 4
This section means that if a legal action was started or a right was established before the education code came into effect, those won't be changed by the new code. However, future steps in those cases should follow the new rules as much as they can.
Section § 5
This section says that if there's no specific rule or context that changes things, the general guidelines and definitions here are used to interpret this code.
Section § 6
This section states that the headings, like title or section names, in this code don't change or influence what the law actually says or means. They're just there for organization and don't impact the law's intent or scope.
Section § 7
This law section explains that if a public officer is given a power or responsibility by this code, their deputy or someone else whom the officer legally authorizes can also carry out these duties, unless it's specifically stated otherwise in the law.
Section § 8
This law clarifies what counts as 'writing' when it comes to communication within corporations, partnerships, and limited liability companies. 'Writing' can include traditional written forms and digital ones like emails, as long as they can be understood visually, especially in communications between key players like shareholders and directors. Any necessary notices or reports must be in English. Additionally, if a law requires sending something by registered mail, using certified mail is also acceptable.
Section § 9
This section means that when any part of the corporate code or any other state law is referenced, it includes all the changes and additions made to that law, both now and in the future.
Section § 10
This section explains that when you see the term “Section” in this legal code, it refers to a part of this code unless another specific law is mentioned. Similarly, “Subdivision” refers to a smaller part within the section it appears in, unless another section is clearly mentioned.
Section § 11
This law states that when interpreting legal texts in this context, any use of the present tense is to be understood as covering the past and future, and any use of the future tense also covers the present.
Section § 12
This law section states that any references to the masculine gender in legal documents include the feminine and neuter genders as well. This means that terms using 'he' or 'his' are intended to cover 'she,' 'hers,' and 'it' or 'its' as well, promoting gender neutrality in language.
Section § 12.2
This law clarifies that when California legal language mentions a 'spouse,' it also means a 'registered domestic partner,' ensuring equal treatment under the law.
Section § 13
This law states that when interpreting legal documents or statutes, single terms can be understood to mean multiple items, and multiple terms can be understood to mean a single item.
Section § 14
This law simply states that whenever you see the word 'county' in this context, it also means 'city and county.'
Section § 15
This legal section clarifies the meaning of two words often used in laws. "Shall" means you must do something, while "may" means you have the option to do it but it's not required.
Section § 16
This section explains that in the context of this law, whenever someone refers to an 'oath,' it also covers affirmations. This means both sworn oaths and solemn affirmations are considered equivalent.
Section § 17
In California, if someone cannot write and uses a mark as their signature, a witness must write the signer's name near the mark and also add their own name nearby. If the signature involves a mark and is used for acknowledgments or sworn statements, it requires the signatures of two witnesses.
Section § 17.1
This law expands on the definition of a “signature” to include facsimile (faxed) signatures on documents filed with the Secretary of State. If a document is considered "signed" or "executed," it can include a facsimile signature. The Secretary of State accepts these signatures on mailed or hand-delivered documents. However, the person filing must keep the original signed document for five years. The law also allows for potential future procedures to electronically or directly fax these documents, although currently, it’s not mandatory for the Secretary to accept them.
Section § 18
This section explains that whenever the term "person" is used in a legal context, it refers not only to individual humans but also to corporations.
Section § 19
This section means that if any part of the corporate code is found to be invalid or doesn't apply to a particular person or situation, the rest of the code still remains intact and enforceable. Essentially, an invalid provision won't affect the rest of the code's application to others.
Section § 20
This section defines how a corporation can communicate with its members or shareholders electronically. Communication can occur via fax, email, or designated message boards, as long as the recipient has consented to this method and it creates a record that can be saved and reviewed. For individual shareholders or members, the corporation must also clearly inform them of their right to receive paper copies, specify what types of communication the consent covers, and procedures for withdrawing consent.
Section § 21
This section defines what 'electronic transmission to the corporation' means. It refers to sending communications to the company through fax, email, designated electronic message boards, or other electronic methods. The communication must be sent to the contact details the corporation provides for such purposes. Additionally, the corporation must have safeguards to ensure that the person sending the communication is authorized, like a shareholder or director. Finally, the electronic message must be able to be saved, retrieved, and turned into a tangible form that's easy to read.