SECTIONS 5120-5122 - California Statutes

CORPORATIONS CODE

SECTION 5120-5122

5120. (a) One or more persons may form a corporation under this
part by executing and filing articles of incorporation.
(b) If initial directors are named in the articles, each director
named in the articles shall sign and acknowledge the articles; if
initial directors are not named in the articles, the articles shall
be signed by one or more persons who thereupon are the incorporators
of the corporation.
(c) The corporate existence begins upon the filing of the articles
and continues perpetually, unless otherwise expressly provided by
law or in the articles.
(d) At the time of filing pursuant to this section, a corporation
shall furnish an additional copy of its articles to the Secretary of
State who shall forward that copy to the Attorney General.
(e) If the corporation was created by the elected legislative body
in order to exercise authority that may lawfully be delegated by the
elected governing body to a private corporation or other entity, the
corporation shall furnish an additional copy of its articles to the
Secretary of State, who shall forward the additional copy to the
Controller.

5121. (a) In the case of an existing unincorporated association,
the association may change its status to that of a corporation upon a
proper authorization for such by the association in accordance with
its rules and procedures.
(b) In addition to the matters required to be set forth in the
articles pursuant to Section 5130, the articles in the case of an
incorporation authorized by subdivision (a) shall set forth that an
existing unincorporated association, stating its name, is being
incorporated by the filing of the articles.
(c) The articles filed pursuant to this section shall be
accompanied by a verified statement of any two officers or governing
board members of the association stating that the incorporation of
the association by means of the articles to which the verified
statement is attached has been approved by the association in
accordance with its rules and procedures.
(d) Upon the change of status of an unincorporated association to
a corporation pursuant to subdivision (a), the property of the
association becomes the property of the corporation and the members
of the association who had any voting rights of the type referred to
in Section 5056 become members of the corporation.
(e) The filing for record in the office of the county recorder of
any county in this state in which any of the real property of the
association is located of a copy of the articles of incorporation
filed pursuant to this section, certified by the Secretary of State
shall evidence record ownership in the corporation of all interests
of the association in and to the real property located in that
county.
(f) All rights of creditors and all liens upon the property of the
association shall be preserved unimpaired. Any action or proceeding
pending by or against the unincorporated association may be
prosecuted to judgment, which shall bind the corporation, or the
corporation may be proceeded against or substituted in its place.
(g) If a corporation is organized by a person who is or was an
officer, director or member of an unincorporated association and such
corporation is not organized pursuant to subdivision (a), the
unincorporated association may continue to use its name and the
corporation may not use a name which is the same as or similar to the
name of the unincorporated association.

5122. (a) The Secretary of State shall not file articles setting
forth a name in which "bank," "trust," "trustee" or related words
appear, unless the certificate of approval of the Commissioner of
Financial Institutions is attached thereto.
(b) The Secretary of State shall not file articles which set forth
a name which is likely to mislead the public or which is the same
as, or resembles so closely as to tend to deceive, the name of a
domestic corporation, the name of a foreign corporation which is
authorized to transact intrastate business or has registered its name
pursuant to Section 2101, a name which a foreign corporation has
assumed under subdivision (b) of Section 2106 or a name which will
become the record name of a domestic or foreign corporation upon the
effective date of a filed corporate instrument where there is a
delayed effective date pursuant to subdivision (c) of Section 110, or
subdivision (c) of Section 5008, or a name which is under
reservation pursuant to this section, Section 201, Section 7122, or
Section 9122, except that a corporation may adopt a name that is
substantially the same as an existing domestic or foreign corporation
which is authorized to transact intrastate business or has
registered its name pursuant to Section 2101, upon proof of consent
by such corporation and a finding by the Secretary of State that
under the circumstances the public is not likely to be misled.
The use by a corporation of a name in violation of this section
may be enjoined notwithstanding the filing of its articles by the
Secretary of State.
(c) Any applicant may, upon payment of the fee prescribed therefor
in the Government Code, obtain from the Secretary of State a
certificate of reservation of any name not prohibited by subdivision
(b), and upon the issuance of the certificate the name stated therein
shall be reserved for a period of 60 days. The Secretary of State
shall not, however, issue certificates reserving the same name for
two or more consecutive 60-day periods to the same applicant or for
the use or benefit of the same person; nor shall consecutive
reservations be made by or for the use or benefit of the same person
of names so similar as to fall within the prohibitions of subdivision
(b).