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TITLE I.

General Provisions Applicable to all Corporations.

CHAP. I. Formation of corporations. §§ 283-321b.

II.

III.

IV.

V.

VI.

Corporate stock. §§ 322-349.
Corporate powers. §§ 354-393.

Extension and dissolution of corporations.
§§ 399-403. [Old section 403; repealed.]
General provisions affecting corporations.
Foreign corporations. §§ 405-410.

CHAPTER I.

$$ 403-404.

ART. I.

II.

FORMATION OF CORPORATIONS.
Corporations defined and how organized.
By-laws, directors, elections, and meetings.

§§ 283-300a.

§§ 301-321b.

SEC. 283.

284.

285.

286.

287.

288.

289.

290.

ARTICLE I.

Corporations Defined and How Organized.
Corporation defined.

What are public and private corporations.
Private corporations, how formed.

For what purpose private corporations are formed.
How corporations may continue their existence under
this code.

Existing corporations not affected.

Name of instrument creating corporation.
Articles of incorporation, what to contain.

290a. Certain corporations to file affidavit, showing what.
2902.Corporations not to use the word "trust" in corporate
name unless authorized.

291. Certain corporations to state further facts in articles. 292. Articles, how subscribed and acknowledged.

293.

294.

295.

296.

Prerequisite to filing articles for certain corporations.
Amounts to be subscribed to be fixed.

Prerequisite to filing articles of incorporation for rail-
road, telegraph, and wagon road corporations.
Oath of officer to subscription of stock and payment of
ten per cent in case of such corporations.
To file articles with county clerk and secretary of
state, and receive certificate. Term of existence.

297. Certified copy of certificate to be prima facie evidence. 297a. Restoration of lost original articles of incorporation. 298. Who are members and who stockholders of a corpora

299.

tion.

Corporation to file articles in county where it holds property.

300. Banking corporations may elect to have capital stock. 300a. Change of name; filing copy of decree.

Corporations defined.

§ 283. A corporation is a creature of the law, having certain powers and duties of a natural person. Being created by the law, it may continue for any length of time which the law prescribes.

Enacted March 21, 1872.

51 Cal. 410; 117 Cal. 177.

Powers of corporations: Civ. C. § 354 et seq.

Term of corporate existence: Civ. C. §§ 290, 401; Constitution of California, art. XII, §§ 1 and 7.

Homestead corporations limited to ten years: Civ. C. § 557.

What are public and private corporations.

Public cor

§ 284. Corporations are either public or private. porations are formed or organized for the government of a portion of the state; all other corporations are private.

Amended March 30, 1874; amendts. 1873-4, p. 197.

51 Cal. 409; 117 Cal. 121; 134 Cal. 478; 144 Cal. 334; 151 Cal. 805.

Private corporations, how formed.

§ 285. Private corporations may be formed by the voluntary association of any three or more persons in the manner prescribed in this article. A majority of such persons must be residents of this state.

Amended March 20, 1905; stats. 1905, p. 502.

128 Cal. 260.

Formed only under general laws: Constitution of California, art. XII, § 1.

For what purpose private corporations are formed.

§ 286. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves.

Amended March 30, 1874; amendts. 1873-4, p. 198.

52 Cal. 60; 53 Cal. 279; 109 Cal. 590; 113 Cal. 531; 144 Cal. 594; 152 Cal. 457, 463.

How corporations may continue their existence under this code. § 287. Any corporation existing on the first day of January, one thousand eight hundred and seventy-three, formed under the laws of this state, and still existing, which has not already elected to continue its existence, under the provisions of this code applicable thereto, may, at any time hereafter, make such election by the unanimous vote of all its directors, or such election may be made at any annual meeting of the stockholders or members, or at any meeting called by the directors expressly for considering the subject, if voted by stockholders representing a majority of the capital stock, or by a majority of the members, or may be made by the directors upon the written consent of that number of such stockholders or members. 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 stockholders or members, or a certificate of the proceedings of the meeting of the stockholders or members, when such election is made at any such meeting, signed by the chairman and secretary of the meeting, and a majority of the directors, must be filed in the office of the clerk of the county where the original articles of incorporation are filed, and a certified copy thereof must be filed in the office of the secretary of state; and thereafter the corporation shall continue its existence under the provisions of this code which are applicable thereto, and shall possess all the rights and powers, and be subject to all the obligations, restrictions, and limitations, prescribed thereby. Amended March 30, 1874, amendts. 1873-4, p. 198.

57 Cal. 533; 105 Cal. 549, 552; 109 Cal. 579, 586; 111 Cal. 65; 119 Cal. 342; 122 Cal. 336; XXXVI Cal. Dec. 270.

Extension of corporate existence: Constitution of California, art. XII, § 7, and Civ. C. § 401.

Existing corporations not affected.

§ 288. No corporation formed or existing before twelve o'clock, noon, of the day upon which this code takes effect, is affected by the provisions of part four of division first of this code, unless such corporation elects to continue its existence under it as provided in section two hundred and eighty-seven; but the laws under which such corporations were formed and

exist are applicable to all such corporations, and are repealed, subject to the provisions of this section.

Enacted March 21, 1872.

52 Cal. 141; 60 Cal. 310; 105 Cal. 550; 109 Cal. 579;

111 Cal. 65; 119 Cal. 341; 122 Cal. 337.

Name of instrument creating corporations.

§ 289. The instrument by which a private corporation is formed is called "Articles of Incorporation."

Enacted March 21, 1872.

128 Cal. 260.

Articles of incorporation, what to contain.

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§ 290.

forth:

Articles of incorporation must be prepared, setting

1. The name of the corporation.

2. The purpose for which it is formed.

3. The place where its principal business is to be transacted. 4. The term for which it is to exist, not exceeding fifty years. 5. The number of its directors or trustees, which shall not be less than three, and the names and residences of those who are appointed for the first year; provided, that the corporate powers, business, and property of corporations formed, or to be formed, for the purpose of erecting and managing halls and buildings for the meetings and accommodations of several lodges or societies of any benevolent or charitable order or organization, and in connection therewith the leasing of stores and offices in such building or buildings for other purposes, may be conducted, exercised, and controlled by a board of not less than three or more than fifty directors, to be chosen from among the stockholders of such corporation, or among the members of such order or organization; and provided, also, that at any time during the existence of corporations for profit, other than those of the character last hereinabove provided for, the numbers of the directors may, by a majority of the stockholders of the corporation, be increased, or diminished to any number not less than three, who must be members of the corporation; whereupon a certificate stating the number of directors must be filed, as provided for in section two hundred and ninety-six for the filing of the original articles of incorporation; and provided, also, that the corporate powers, business, and property of corporations formed or to be formed

for social purposes, and not directly for profit, may be exercised, conducted, and controlled by a board, consisting of such number of directors as may be in the constitution or by-laws provided; and corporations so formed may, in their constitution or by-laws, provide for the length of time that the directors, or any number thereof, shall act, and may, in like manner provide that certain directors, or a certain number of the board of directors, to be selected by the corporation or the board of directors, in the mode and manner provided in the constitution or by-laws, shall act for any specified length of time, or otherwise, as shall be in the constitution or by-laws set forth.

6. The amount of its capital stock, and the number of shares into which it is divided. Corporations formed for profit, pursuant to the provisions of this code, may, by their articles of incorporation, provide for the classification of their capital stock into preferred and common stock. In the event that the articles of incorporation shall provide for such classification the same. must contain a statement of the number of shares of stock to. which preference is granted, and the number of shares of stock · to which no preference is granted. The articles of incorporation shall also state, in clear and succinct manner, the nature and extent of the preference granted, and except as to the matters and things so stated, no distinction shall exist between said classes of stock or the owners thereof; provided, however, that no preference shall be granted nor shall any distinction be made between the classes of stock either as to voting power or as to the statutory or constitutional liability of the holders thereof to the creditors of the corporation.

7. If there is a capital stock, the amount actually subscribed, and by whom.

Amended March 18, 1907; stats. 1907, p. 347.

53 Cal. 128; 65 Cal. 601; 89 Cal. 54; 102 Cal. 64; 106 Cal. 309; 127 Cal. 267; 128 Cal. 260; 130 Cal. 39; 146 Cal. 222; 148 Cal. 314, 328; 2 Cal. App. 542, 544.

NOTE. § 290. The change consists in the addition of all after the first sentence in subdivision 6, providing for the classification of the capital stock into preferred and common stock.

Requisites, certain kinds of corporations, see §§ 291, 593, 594, and 649, Civ. C.

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