SECTIONS 1-21 - California Statutes

CORPORATIONS CODE

SECTION 1-21

1. This act shall be known as the Corporations Code.

2. 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.

3. 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office under any of the acts repealed by this code, which offices are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.

4. 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.

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

6. 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.

7. 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.

8. 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 (subdivisions (4) and (5) of 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.

9. 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.

10. "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.

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

12. The masculine gender includes the feminine and neuter.

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

14. "County" includes "city and county."

15. "Shall" is mandatory and "may" is permissive.

16. "Oath" includes affirmation.

17. "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.

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) 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) The Secretary of State shall accept facsimile signatures on
documents that are delivered by mail or by hand.
(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) 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.

18. "Person" includes a corporation as well as a natural person.

19. 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.

20. "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.

21. "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.