Brian Jones
- Republican
- Senator
- District 40
Author
The General Corporation Law provides for the formation of domestic general corporations by the execution and filing of articles of incorporation with the Secretary of State. Under that law, the business and affairs of these corporations are generally managed by, and all corporate powers are exercised by or under, the direction of their boards of directors, and each director is elected by shareholder vote, with certain exceptions, as specified. Existing law requires the Secretary of State, upon receipt of any instrument for filing, to file and provide the date of endorsed filing, if that instrument conforms to law. Existing law permits an instrument that does not conform to law to be resubmitted in accordance with specified procedures. Existing law also permits an agreement, certificate, or other instrument relating to a domestic or foreign corporation filed under the General Corporation Law to be corrected with respect to any misstatement of fact contained therein, as provided. This bill, except as provided, would authorize otherwise lawful corporate actions, as defined, not in compliance, or purportedly not in compliance, with the General Corporation Law or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of a corporate action, to be ratified, or validated by the superior court, in conformity with certain procedures. The bill would require, among other things, that the ratification of a corporate action pursuant to the bill's provisions be approved by the board and, as applicable, approved by the shareholders or approved by the outstanding shares in accordance with the General Corporation Law and the articles, bylaws, and any plan or agreement to which the corporation is a party in effect at the time of ratification, except as specified. The bill would require a corporation, if a corporate action ratified or validated would have required the filing of an instrument with the Secretary of State or if the ratification or validation would cause any instrument previously filed with the Secretary of State to be inaccurate or incomplete in any material respect, to file a certificate of ratification or certificate of validation to make, amend, or correct those instruments. The bill would also make conforming changes.
Approved by the Governor.
Chaptered by Secretary of State. Chapter 217, Statutes of 2022.
Enrolled and presented to the Governor at 10:30 a.m.
Assembly amendments concurred in. (Ayes 36. Noes 0. Page 4684.) Ordered to engrossing and enrolling.
Ordered to special consent calendar.
In Senate. Concurrence in Assembly amendments pending.
Read third time. Passed. (Ayes 78. Noes 0. Page 5639.) Ordered to the Senate.
Read second time. Ordered to consent calendar.
From committee: Do pass. Ordered to consent calendar. (Ayes 13. Noes 0.) (June 22).
From committee: Do pass and re-refer to Com. on APPR. with recommendation: To consent calendar. (Ayes 10. Noes 0.) (January 13). Re-referred to Com. on APPR.
From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.
July 13 hearing postponed by committee.
From committee: Do pass and re-refer to Com. on JUD. with recommendation: To consent calendar. (Ayes 12. Noes 0.) (June 29). Re-referred to Com. on JUD.
Joint Rule 62(a) suspended. (Ayes 56. Noes 19. Page 2124.)
June 28 hearing postponed by committee.
June 14 hearing postponed by committee.
From committee with author's amendments. Read second time and amended. Re-referred to Com. on B. & F.
In Assembly. Read first time. Held at Desk.
Read third time. Passed. (Ayes 38. Noes 0. Page 886.) Ordered to the Assembly.
Read second time. Ordered to consent calendar.
From committee: Be ordered to second reading pursuant to Senate Rule 28.8 and ordered to consent calendar.
Set for hearing April 19.
Read second time and amended. Re-referred to Com. on APPR.
From committee: Do pass as amended and re-refer to Com. on APPR with recommendation: To consent calendar. (Ayes 11. Noes 0. Page 685.) (April 6).
From committee with author's amendments. Read second time and amended. Re-referred to Com. on JUD.
Set for hearing April 6.
From committee: Do pass and re-refer to Com. on JUD. (Ayes 9. Noes 0. Page 455.) (March 10). Re-referred to Com. on JUD.
Set for hearing March 10.
From printer. May be acted upon on or after February 13.
Introduced. Read first time. To Com. on RLS. for assignment. To print.
| Bill Text Versions | Format |
|---|---|
| SB218 | HTML |
| 01/13/21 - Introduced | |
| 03/25/21 - Amended Senate | |
| 04/08/21 - Amended Senate | |
| 06/07/21 - Amended Assembly | |
| 01/03/22 - Amended Assembly | |
| 08/10/22 - Enrolled | |
| 08/29/22 - Chaptered |
| Document | Format |
|---|---|
| 03/11/21- Senate Banking and Financial Institutions | |
| 04/02/21- Senate Judiciary | |
| 04/21/21- Sen. Floor Analyses | |
| 06/24/21- Assembly Banking and Finance | |
| 06/28/21- Assembly Banking and Finance | |
| 01/10/22- Assembly Judiciary | |
| 06/20/22- Assembly Appropriations | |
| 07/28/22- Sen. Floor Analyses |
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