SECTIONS 12670-12679 - California Statutes

CORPORATIONS CODE

SECTION 12670-12679

12670. (a) Upon the failure of a corporation to file the statement
required by Section 12570, the Secretary of State shall mail a notice
of that delinquency to the corporation. The notice shall also
contain information concerning the application of this section, and
shall advise the corporation of the penalty imposed by Section 19141
of the Revenue and Taxation Code for failure to timely file the
required statement after notice of delinquency has been mailed by the
Secretary of State. If, within 60 days after the mailing of the
notice of delinquency, a statement pursuant to Section 12570 has not
been filed by the corporation, the Secretary of State may pursuant to
regulation certify the name of that corporation to the Franchise Tax
Board.
(b) Upon certification pursuant to subdivision (a), the Franchise
Tax Board shall assess against the corporation a penalty of fifty
dollars ($50) pursuant to Section 19141 of the Revenue and Taxation
Code.
(c) The penalty herein provided shall not apply to a corporation
which on or prior to the date of certification pursuant to
subdivision (a) has dissolved or has been merged into another
corporation.
(d) The penalty herein provided shall not apply and the Secretary
of State need not mail a notice of delinquency to a corporation the
corporate powers, rights and privileges of which have been suspended
by the Franchise Tax Board pursuant to Section 23301, 23301.5, or
23775 of the Revenue and Taxation Code on or prior to, and remain
suspended on, the last day of the filing period pursuant to Section
12570. The Secretary of State need not mail a form pursuant to
Section 12570, to a corporation the corporate powers, rights and
privileges of which have been so suspended by the Franchise Tax Board
on or prior to, and remain suspended on, the day the Secretary of
State prepares the forms for mailing.
(e) If, after certification pursuant to subdivision (a) the
Secretary of State finds the required statement was filed before the
expiration of the 60-day period after mailing of the notice of
delinquency, the Secretary of State shall promptly decertify the name
of the corporation to the Franchise Tax Board. The Franchise Tax
Board shall then promptly abate any penalty assessed against the
corporation pursuant to Section 19141 of the Revenue and Taxation
Code.
(f) If the Secretary of State determines that the failure of a
corporation to file a statement required by Section 12570 is
excusable because of reasonable cause or unusual circumstances which
justify the failure, the Secretary of State may waive the penalty
imposed by this section and by Section 19141 of the Revenue and
Taxation Code, in which case the Secretary of State shall not certify
the name of the corporation to the Franchise Tax Board, or if
already certified, the Secretary of State shall promptly decertify
the name of the corporation.

12671. Any promoter, director, or officer of a corporation who
knowingly and willfully issues or consents to the issuance of
memberships or membership certificates with intent to defraud present
or future members or creditors is guilty of a misdemeanor punishable
by a fine of not more than one thousand dollars ($1,000) or by
imprisonment in county jail for not more than one year or by both
such fine and imprisonment.

12672. Any director of any corporation who concurs in any vote or
act of the directors of the corporation or any of them, knowingly and
with dishonest or fraudulent purpose, to make any distribution of
assets, except in the case and in the manner allowed by this part,
either with the design of defrauding creditors or members or of
giving a false appearance to the value of the membership and thereby
defrauding purchasers is guilty of a crime. Each such crime is
punishable by imprisonment in a state prison, or by a fine of not
more than one thousand dollars ($1,000) or imprisonment in county
jail for not more than one year, or by both such fine and
imprisonment.

12673. (a) Every director or officer of any corporation is guilty
of a crime if such director or officer knowingly concurs in making or
publishing, either generally or privately, to members or other
persons (1) any materially false report or statement as to the
financial condition of the corporation, or (2) any willfully or
fraudulently exaggerated report, prospectus, account, or statement of
operations, financial condition, or prospects, or (3) any other
paper intended to give, and having a tendency to give, a membership
in such corporation a greater or lesser value than it really
possesses.
(b) Every director or officer of any corporation is guilty of a
crime who refuses to make or direct to be made any book entry or the
posting of any notice required by law in the manner required by law.
(c) A violation of subdivision (a) or (b) of this section shall be
punishable by imprisonment in state prison or by a fine of not more
than one thousand dollars ($1,000) or imprisonment in the county jail
for not more than one year or both such fine and imprisonment.

12674. (a) Every director, officer or agent of any corporation, who
knowingly receives or acquires possession of any property of the
corporation, otherwise than in payment of a just demand, and, with
intent to defraud, omits to make, or to cause or direct to be made, a
full and true entry thereof in the books or accounts of the
corporation is guilty of a crime.
(b) Every director, officer, agent or member of any corporation
who, with intent to defraud, destroys, alters, mutilates or falsifies
any of the books, papers, writings, or securities belonging to the
corporation or makes or concurs in omitting to make any material
entry in any book of accounts or other record or document kept by the
corporation is guilty of a crime.
(c) Each crime specified in this section is punishable by
imprisonment in state prison, or by imprisonment in a county jail for
not exceeding one year, or a fine not exceeding one thousand dollars
($1,000), or both such fine and imprisonment.

12675. Every director, officer or agent of any corporation, or any
person proposing to organize such a corporation who knowingly
exhibits any false, forged, or altered book, paper, voucher,
security, or other instrument of evidence to any public officer or
board authorized by law to examine the organization of such
corporation or to investigate its affairs, with intent to deceive
such officer or board in respect thereto, is punishable by
imprisonment in a state prison, or by imprisonment in a county jail
for not exceeding one year.

12676. Every person who, without being authorized so to do,
subscribes the name of another to or inserts the name of another in
any prospectus, circular or other advertisement or announcement of
any corporation, whether existing or intended to be formed, with
intent to permit the document to be published and thereby to lead
persons to believe that the person whose name is so subscribed is an
officer, agent or promoter of such corporation, when in fact no such
relationship exists to the knowledge of such person, is guilty of a
misdemeanor.

12677. Nothing in this chapter limits the power of the state to
punish any person for any conduct which constitutes a crime under any
other statute.

12678. Any person may be enjoined from violating the provisions of
Section 12311. Any corporation may be enjoined from carrying on
business outside of the purpose for which it was formed.

12679. Any person violating Section 12311, and any corporation
carrying on business outside the purpose for which it was formed, is
guilty of a misdemeanor punishable by a fine of five hundred dollars
($500), or by imprisonment for not more than one year, or by both
such fine and imprisonment.