Section § 1

Explanation

This law establishes the official title for a set of laws governing corporations. It will be referred to as the Corporations Code.

This act shall be known as the Corporations Code.

Section § 2

Explanation

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.

The provisions of this code, insofar as they are substantially the same as existing statutory provisions relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments.

Section § 3

Explanation

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.

All persons who, at the time this code goes into effect, hold office under any of the acts repealed by this code, which offices are continued by this code, continue to hold them according to their former tenure.

Section § 4

Explanation

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.

No action or proceeding commenced before this code takes effect, and no right accrued, is affected by the provisions of this code, but all procedure thereafter taken therein shall conform to the provisions of this code so far as possible.

Section § 5

Explanation

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.

Unless the provision or the context otherwise requires, these general provisions, rules of construction, and definitions govern the construction of this code.

Section § 6

Explanation

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.

Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of this code.

Section § 7

Explanation

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.

Whenever, by the provisions of this code, a power is granted to, or a duty imposed upon, a public officer, the power may be exercised or the duty performed by a deputy of the officer or by a person authorized, pursuant to law, by the officer, unless this code expressly provides otherwise.

Section § 8

Explanation

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.

Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or limited liability company and its shareholders, members, partners, directors, or managers, writing shall include electronic transmissions by and to a corporation (Sections 20 and 21), electronic transmissions by and to a partnership (Section 16101), and electronic transmissions by and to a limited liability company (paragraphs (1) and (2) of subdivision (o) of Section 17001). Whenever any notice, report, statement, or record is required or authorized by this code, it shall be made in writing in the English language.
Wherever any notice or other communication is required by this code to be mailed by registered mail by or to any person or corporation, the mailing of such notice or other communication by certified mail shall be deemed to be a sufficient compliance with the requirements of law.

Section § 9

Explanation

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.

Whenever reference is made to any portion of this code or of any other law of this State, the reference applies to all amendments and additions now or hereafter made.

Section § 10

Explanation

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” means a section of this code unless some other statute is specifically mentioned. “Subdivision” means a subdivision of the section in which the term appears unless some other section is expressly mentioned.

Section § 11

Explanation

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.

The present tense includes the past and future tenses, and the future tense includes the present.

Section § 12

Explanation

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.

The masculine gender includes the feminine and neuter.

Section § 12.2

Explanation

This law clarifies that when California legal language mentions a 'spouse,' it also means a 'registered domestic partner,' ensuring equal treatment under the law.

“Spouse” includes “registered domestic partner,” as required by Section 297.5 of the Family Code.

Section § 13

Explanation

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.

The singular number includes the plural, and the plural number includes the singular.

Section § 14

Explanation

This law simply states that whenever you see the word 'county' in this context, it also means 'city and county.'

“County” includes “city and county.”

Section § 15

Explanation

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.

“Shall” is mandatory and “may” is permissive.

Section § 16

Explanation

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.

“Oath” includes affirmation.

Section § 17

Explanation

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.

“Signature” includes mark when the signer cannot write, such signer’s name being written near the mark by a witness who writes his own name near the signer’s name; but a signature by mark can be acknowledged or can serve as a signature to a sworn statement only when two witnesses so sign their own names thereto.

Section § 17.1

Explanation

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.

(a)CA Corporations Code § 17.1(a) In addition to the definition set forth in Section 17, the term “signature” includes a signature in a facsimile document filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State.
(b)CA Corporations Code § 17.1(b) The terms “signed” and “executed,” when used with respect to the documents filed pursuant to this code or pursuant to regulations adopted under this code, and presented to the Secretary of State, include a document bearing a signature under subdivision (a).
(c)CA Corporations Code § 17.1(c) The Secretary of State shall accept facsimile signatures on documents that are delivered by mail or by hand.
(d)CA Corporations Code § 17.1(d) A person on whose behalf a document bearing a facsimile signature is submitted for filing to the Secretary of State shall maintain the originally signed document for at least five years from the date of filing.
(e)CA Corporations Code § 17.1(e) The Secretary of State may adopt procedures permitting the direct electronic or facsimile presentation of the documents specified in subdivisions (a) and (b). However, the Secretary of State is not required to accept those direct electronic or facsimile filings until procedures are adopted.

Section § 18

Explanation

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.

“Person” includes a corporation as well as a natural person.

Section § 19

Explanation

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.

If any provision of this code, or the application thereof to any person or circumstance, is held invalid, the remainder of the code, or the application of such provision to other persons or circumstances, shall not be affected thereby.

Section § 20

Explanation

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.

“Electronic transmission by the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, for that recipient on record with the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, together with a separate notice to the recipient of the posting, which transmission shall be validly delivered upon the later of the posting or delivery of the separate notice thereof, or (3) other means of electronic communication, (b) to a recipient who has provided an unrevoked consent to the use of those means of transmission for communications under or pursuant to this code, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form. However, an electronic transmission under this code by a corporation to an individual shareholder or member of the corporation who is a natural person, and if an officer or director of the corporation, only if communicated to the recipient in that person’s capacity as a shareholder or member, is not authorized unless, in addition to satisfying the requirements of this section, the consent to the transmission has been preceded by or includes a clear written statement to the recipient as to (a) any right of the recipient to have the record provided or made available on paper or in nonelectronic form, (b) whether the consent applies only to that transmission, to specified categories of communications, or to all communications from the corporation, and (c) the procedures the recipient must use to withdraw consent.

Section § 21

Explanation

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.

“Electronic transmission to the corporation” means a communication (a) delivered by (1) facsimile telecommunication or electronic mail when directed to the facsimile number or electronic mail address, respectively, which the corporation has provided from time to time to shareholders or members and directors for sending communications to the corporation, (2) posting on an electronic message board or network which the corporation has designated for those communications, and which transmission shall be validly delivered upon the posting, or (3) other means of electronic communication, (b) as to which the corporation has placed in effect reasonable measures to verify that the sender is the shareholder or member (in person or by proxy) or director purporting to send the transmission, and (c) that creates a record that is capable of retention, retrieval, and review, and that may thereafter be rendered into clearly legible tangible form.