Code Section Group

Corporations Code - CORP

TITLE 1. CORPORATIONS [100 - 14631]

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

DIVISION 3. CORPORATIONS FOR SPECIFIC PURPOSES [12000 - 14631]

  ( Division 3 enacted by Stats. 1947, Ch. 1038. )

PART 2. COOPERATIVE CORPORATIONS [12200 - 12704]

  ( Heading of Part 2 amended by Stats. 2015, Ch. 192, Sec. 2. )

CHAPTER 4. Distributions [12450 - 12455]

  ( Chapter 4 added by Stats. 1982, Ch. 1625, Sec. 3. )

ARTICLE 1. Limitations [12450 - 12454.5]
  ( Article 1 added by Stats. 1982, Ch. 1625, Sec. 3. )

12450.
  

This chapter does not apply to any proceeding for winding up and dissolution of corporations under Chapters 15 (commencing with Section 12620), 16 (commencing with Section 12630), and 17 (commencing with Section 12650).

(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

12451.
  

Distributions (Section 12235) in any fiscal year shall not exceed 15 percent, multiplied by contributions (whether by membership fees, capital credits, or otherwise) to capital.

(Amended by Stats. 1983, Ch. 792, Sec. 23.)

12452.
  

A corporation may, subject to meeting the requirements of Section 12453 and any additional restrictions authorized by Section 12454, purchase or redeem memberships.

(Amended by Stats. 1985, Ch. 378, Sec. 7.)

12453.
  

Neither a corporation nor any of its subsidiaries shall purchase or redeem memberships, or make a patronage distribution to members out of earnings of the corporation on nonmember patronage, or make a distribution, if the corporation or the subsidiary purchasing or redeeming memberships or making the distribution is, or as a result thereof would be, likely to be unable to meet its liabilities (except those whose payment is otherwise adequately provided for) as they mature.

(Repealed and added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

12454.
  

Nothing in this chapter prohibits additional restrictions upon the purchase or redemption of a membership, upon distributions, or upon patronage distributions, by provision in a corporation’s articles or bylaws or agreement entered into by the corporation.

(Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

12454.5.
  

(a) A worker cooperative may create an indivisible reserves account that shall not be distributed to members.

(b) Funds in the indivisible reserves account shall only derive from non-patronage-sourced income, in a manner provided in the articles or bylaws, or by the board, and shall be used as capital for the cooperative.

(Added by Stats. 2015, Ch. 192, Sec. 18. Effective January 1, 2016.)

CORPCorporations Code - CORP1.