Code Section Group

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

  ( Title 1 enacted by Stats. 1947, Ch. 1038. )

DIVISION 1. GENERAL CORPORATION LAW [100 - 2319]

  ( Division 1 repealed and added by Stats. 1975, Ch. 682. )

CHAPTER 23. Transition Provisions [2300 - 2319]
  ( Chapter 23 added by Stats. 1975, Ch. 682. )

2300.
  

As used in this chapter, the term “new law” means this division of the Corporations Code as amended by act of the California Legislature, 1975–76 Regular Session, effective January 1, 1977, and as in effect on that date; the term “prior law” means the applicable law as in effect prior to January 1, 1977; and the term “effective date” means January 1, 1977.

(Added by Stats. 1975, Ch. 682.)

2301.
  

(a) Except as otherwise expressly provided in this chapter, the provisions of the new law apply on and after the effective date to all corporations referred to in Section 162 existing on the effective date and to all actions taken by the directors or shareholders of such corporations on and after the effective date.

(b) Except as otherwise expressly provided in this chapter, all of the sections of the new law governing acts, contracts or other transactions by a corporation or its directors or shareholders apply only to such acts, contracts or transactions occurring on or after the effective date and the prior law governs such acts, contracts or transactions occurring prior thereto.

(c) Except as otherwise expressly provided in this chapter, any vote or consent by the directors or shareholders of a corporation prior to the effective date in accordance with the prior law shall be effective in accordance with the prior law and if any certificate or document is required to be filed in any public office of this state relating to such action, it may be filed after the effective date in accordance with the prior law.

(Added by Stats. 1975, Ch. 682.)

2302.
  

The provisions of Sections 202, 204 (other than subdivision (a) thereof) and 205 of the new law relating to the contents of articles do not apply to corporations existing on the effective date 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 chapter. Such amendment may be adopted by approval of the board alone, except that, if any such amendment makes any change in the articles other than conforming the statement of purposes and powers to subdivision (b) of Section 202 and the deletion of any references to par value and location of principal office and deleting any statement regarding the number of directors or conforming any such statement to Section 212 (subject to Section 2304), it shall also be approved by the outstanding shares (Section 152) if such approval is otherwise required for the changes made. The amendment shall not name the corporation’s initial agent for service of process if a report required by Section 1502 has been filed.

(Amended by Stats. 1977, Ch. 235.)

2302.1.
  

The provisions of subdivision (a) of Section 204, insofar as they require the inclusion of certain provisions in the articles, do not apply to the provisions of bylaws in effect on the effective date and valid under the prior law, unless and until an amendment is filed pursuant to Section 2302.

(Added by Stats. 1977, Ch. 235.)

2302.5.
  

The absence of any reference to par value in the articles of a corporation which is subject to the prior law relating to the contents of articles as specified in Section 2302 is equivalent to a statement that the shares of stock are to be without par value.

(Added by Stats. 1985, Ch. 764, Sec. 8.5.)

2303.
  

Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any statement in the articles of such corporation, prior to an amendment thereof pursuant to Section 2302, relating to the purposes or powers of the corporation shall not be construed as a limitation unless it is expressly stated as such.

(Added by Stats. 1975, Ch. 682.)

2304.
  

The effect of a difference between the articles and bylaws in the statement of the number of directors shall not be governed by subdivision (a) of Section 212 of the new law for a corporation existing on the effective date, which shall continue to be governed by the prior law, unless and until an amendment of its articles is filed pursuant to Section 2302. If such amendment makes any change in the number of directors or the maximum or minimum number of directors or makes a change from a fixed to a variable board or vice versa, it shall also be approved by the outstanding shares (Section 152).

(Amended by Stats. 1988, Ch. 919, Sec. 11.)

2305.
  

Subdivision (a) of Section 312 of the new law applies to a corporation existing on the effective date, but the “treasurer” of such corporation shall be deemed to be the “chief financial officer.”

(Amended by Stats. 1976, Ch. 641.)

2306.
  

Section 317 of the new law governs any proposed indemnification by a corporation after the effective date, whether the events upon which the indemnification is based occurred before or after the effective date. Any statement relating to indemnification contained in the articles or bylaws of a corporation on the effective date shall not be construed as limiting the indemnification permitted by Section 317 unless it is expressly stated as so intended.

(Added by Stats. 1975, Ch. 682.)

2307.
  

Sections 417 and 418 of the new law relating to required statements on certificates representing shares apply to certificates representing shares of corporations existing on the effective date only if the shares are originally issued after the effective date, and the prior law shall continue to govern the certificates representing shares originally issued prior to the effective date, unless and until an amendment of the articles is filed pursuant to Section 2302, and the certificate is presented for transfer.

(Amended by Stats. 1977, Ch. 235.)

2308.
  

Chapter 5 of the new law applies to any distribution to its shareholders made after the effective date by a corporation existing on the effective date, except that any such distribution effected pursuant to a contract for the purchase or redemption of shares entered into by the corporation prior to the effective date may be made if permissible under Chapter 5 or under the prior law in effect at the time the contract was entered into.

(Added by Stats. 1975, Ch. 682.)

2309.
  

Subdivision (a) of Section 510 of the new law applies only to shares acquired after the effective date.

(Added by Stats. 1975, Ch. 682.)

2310.
  

The provisions of Chapter 6 (commencing with Section 600) and Chapter 7 (commencing with Section 700) (other than Section 706) of the new law apply to any meeting of shareholders held after the effective date and to any action by shareholders pursuant to written consent which becomes effective after the effective date and to any vote cast at such a meeting or consent given for such action (whether or not a proxy or consent was executed by the shareholder prior to the effective date); provided, however, that the prior law shall apply to any such meeting of shareholders and to any vote cast at such a meeting if such meeting was initially called for a date prior to the effective date and notice thereof was given to shareholders entitled to vote thereat.

(Amended by Stats. 1976, Ch. 641.)

2311.
  

Section 706 of the new law applies to agreements and voting trusts entered into after the effective date and prior law governs such agreements or trusts entered into prior thereto unless the agreement or trust is amended or extended thereafter, in which event the new law applies.

(Added by Stats. 1975, Ch. 682.)

2312.
  

Section 800 of the new law applies to actions commenced after the effective date and prior law governs actions pending on the effective date.

(Added by Stats. 1975, Ch. 682.)

2313.
  

Chapters 10 (commencing with Section 1000), 11 (commencing with Section 1100), 12 (commencing with Section 1200) and 13 (commencing with Section 1300) of the new law apply to transactions consummated after the effective date, unless a required approval of the outstanding shares (Section 152) has been given prior to the effective date or has been given after the effective date but at a meeting of shareholders initially called for a date prior to the effective date, in which case the transaction shall be governed by the prior law.

(Amended by Stats. 1976, Ch. 641.)

2314.
  

Chapters 18 (commencing with Section 1800) and 20 (commencing with Section 2000) of the new law apply to actions for involuntary dissolution commenced after the effective date, but the prior law governs any such action pending on the effective date.

(Amended by Stats. 1976, Ch. 641.)

2315.
  

Chapters 19 (commencing with Section 1900) and 20 (commencing with Section 2000) of the new law apply to any voluntary dissolution proceeding initiated by the filing of an election after the effective date, but the prior law governs any such proceeding so initiated prior to the effective date.

(Amended by Stats. 1976, Ch. 641.)

2316.
  

A foreign association which has transacted intrastate business in this state prior to the effective date and which is required by Section 2105 of the new law to obtain a certificate of qualification from the Secretary of State shall not be subject to any direct or indirect penalty as a result of failure to obtain such certificate of qualification if the certificate of qualification is obtained no later than four months after the effective date.

(Added by Stats. 1975, Ch. 682.)

2317.
  

When any corporate agent for service of process has been designated prior to the effective date 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 1505 of the new law or filed pursuant to Section 3301.5, 3301.6, 6403.5 or 6403.6 of the prior law, whether or not such office is in said city, town or village.

(Amended by Stats. 1976, Ch. 641.)

2318.
  

Any corporation existing on the first day of January, 1873, formed under the laws of this state, and still existing, which has not already elected to continue its existence under the prior 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 shareholders, or at any meeting called by the directors especially for considering the subject, if voted by shareholders representing a majority of the voting power, or may be made by the directors upon the written consent of that number of the shareholders.

A certificate of the action of the directors, signed by them and their secretary, when the election is made by their unanimous vote, or upon the written consent of the shareholders, or a certificate of the proceedings of the meeting of the shareholders, when the election is made at any such meeting, signed by the chairman 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.

(Added by Stats. 1975, Ch. 682.)

2319.
  

If the corporate rights, privileges and powers of a corporation have been suspended and are still suspended immediately prior to the effective date pursuant to Sections 5700 through 5908 of the old law and provisions of law there referred to, said sections and provisions continue to apply to such a corporation until restoration by the Controller pursuant to said sections.

(Added by Stats. 1975, Ch. 682.)

CORPCorporations Code - CORP