Corporations Code

This act governs the formation and internal organization of corporations, setting out the purposes for which a corporation may be organized, the general powers it may exercise, and the limits on the authority of shareholders, directors, and officers — including how far a claim that an act exceeded corporate power may be raised. It establishes the mechanics of coming into existence and staying accountable: reserving and registering a corporate name and protecting the exclusive right to use it, filing articles of incorporation and obtaining a certificate of incorporation, holding an organizational meeting, adopting and maintaining bylaws, and keeping a registered office and registered agent through which the corporation can be served. It also governs capital structure, providing for the issuance of shares, the creation of preferred and other special classes, and the establishment of series whose rights and preferences the board may fix by filing a statement before those shares are issued.

Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.