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284. Corporations are either public or private. Public corporations are formed or organized for the government of a portion of the state; All other corporations are private. 1873-197.
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. 1905-502.
286. Private corporations may be formed for any purpose for which individuals may lawfully associate themselves. 1873–198.
287. Any corporation existing on the first day of January, one thousand eight hundred 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 sybject, 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 m
meeting and a majority of the directors, 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. The secretary of state shall forthwith issue a certified copy of said certificate and transmit said copy to the county clerk of the county in which the principal place of business of the corporation was situated at the time said corporation was incorporated which copy shall be filed by said county clerk upon payment of the fee prescribed by law. A copy of such certificate, certified by the secretary of state, shall be filed by such corporation in the office of the county clerk of every county in which said corporation has or holds
corporation which shall fail to comply with the requirements of the preceding sentence shall be subject to the penalties and liabilities provided in section two hundred ninety-nine for a failure of corporations to file copies of their articles of incorporation with the county clerks of the counties in which they shall purchase, hold or locate real property. 1921–124.
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 corpora-. tion 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.
289. The instrument by which a private corporation is formed is called "articles of incorporation."
290. Articles of incorporation must be prepared, setting forth: 1. The name of the corporation.
2. The purpose for which it is formed.
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 purposes other than profit, may be exercised, conducted, and controlled by a board, consisting of such number of directors as may be in the constitution and 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 and the par value thereof. 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 a 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 stockholders thereof to the creditors of the corporation; and provided, further, that the preferred and common shares shall be of the same par value.
7. If there is a capital stock, the amount actually subscribed, and by whom. 1915—1481.
290a. Before any corporation, authorized in its articles of incorporation to conduct the business of acting as executor, administrator, guardian of estates, assignee, receiver, depositary or trustee under appointment of any court or by authority of any law of this state, or as trustee for any purpose permitted by law, or to engage in the business of banking, or of receiving the money of others on deposit, may file with the secretary of state its articles of incorporation, or. a certificate of extension of its term of existence, or a certificate increasing or decreasing the number of its directors, or a certificate increasing or decreasing its capital stock, or its amended articles of incorporation or its articles of incorporation and consolidation, there must be attached thereto the certificate of approval of the superintendent of banks; provided, that this section shall not apply to any corporation authorized to engage in the business of receiving and holding escrow money or its equivalent pending investment in real estate or securities for or on account of its principal or to act as trustee under deeds of trust given solely for the purpose of securing obligations for the repayment of money other than corporation bonds, nor shall such corporations be subject to the supervision of the superintendent of banks. 1921–125.
290b. Any private corporation created and existing or authorized to be created under the provisions of title one, part four, division first,
of the Civil Code, may, if so provided in its articles of incorporation or in any amendment thereof, issue shares of stock of such corporation (other than stock preferred as to dividends or as to its distributive share in the assets of the corporation) without any nominal or par value by stating in its articles of incorporation or in such articles as so amended.
(a) The number of shares with a nominal or par value, if any, and the number of shares without a nominal or par value that may be issued by the corporation, and the classes, if any, into which such shares are to be divided, together with a statement of the distinguishing preferences, rights, privileges and restrictions of each class;
(b) The nominal or par value (which shall be the same for all shares, having a nominal or par value) of shares other than shares which it is stated are to have no nominal or par value;
(c) Either (1) the amount of stated capital with which the corporation will begin business, which amount shall not be less than five hundred dollars; and that the corporation will carry on business with a stated capital which shall not be less than the aggregate amount of the preference to which all issued and outstanding stock having a
eference as to principal is entitled, and in addition therto an amount therein stated in respect to every share of stock issued and outstanding other than stock having a preference as to principal, which amount shall not be less than five dollars for each share, and such additional amount as from time to time may by resolution of the board of directors of the corporation be transferred thereto; or (2) the amount of stated capital with which the corporation will begin business, which in no event shall be less than five hundred dollars; and that the corporation will carry on business with a stated capital consisting of the aggregate of the amounts received by it as consideration for the issuance of its shares with no nominal or par value, the aggregate par value of all issued and outstanding shares, if any, having a nominal or par value, and such additional amounts as from time to time may by resolution of the board of directors of the corporation be transferred thereto. · Such statements in the articles of incorporation or such articles as amended shall be in lieu of any statements prescribed by the law under which the corporation shall have been formed as to the maximum amount of its capital stock or the number of shares into which the same shall be divided or the amount of the par value of such shares.
Subject to the preferences, rights, limitations, privileges and restrictions lawfully granted or imposed in respect of any stock or class thereof, each share of such stock with no nominal or par value shall
equal to every other share of such stock. Every certificate for such shares without nominal or par value shall have plainly written or printed upon its face the number of such shares which it represents, and no such certificate shall express any nominal or par value of such shares or express any rate of dividend in terms of percentage of any nominal or par value. The certificates for preferred shares shall state the amount, if any, which the holders of each of such preferred shares shall be entitled to receive on account of principal from the assets of the corporation in preference to the holders of other shares, and shall state briefly any other rights or preferences given to the holders of such shares.
Subject to laws creating and defining the duties of the commissioner of corporations and to the law creating and defining the duties of the railroad commission, such corporation may issue and may from time to'time sell its authorized shares without nominal or par value for such consideration as may be prescribed in the articles of incorporation or for such consideration as shall be the fair market value of
such shares, and in the absence of fraud in the transaction the judgment of the board of directors as to such value shall be conclusive; or in the absence of fraud in the transaction, for such consideration as from time to time may be fixed by the board of directors pursuant to authority conferred in such articles of incorporation; or for such consideration as shall be consented to or approved by the holders of a majority of shares then outstanding at any meeting called in the manner prescribed by the by-laws of such corporation, provided the call for such meeting shall contain notice of such purpose. Any and all shares issued as permitted by this section shall be deemed fully paid, and the holder of such shares shall not be liable to the corporation in respect thereof. 1923.
290c. No corporation authorized to issue shares with no nominal or par value shall begin business until the amount of capital with which it will begin business, as stated in its articles of incorporation or in its articles of incorporation as amended, shall have been fully paid in, nor shall any such corporation, until the capital with which it will carry on business, as stated in its articles of incorporation or its articles of incorporation as amended, shall have been fully paid in, incur any debts in excess of the amount of stated capital paid in at the time such debts are contracted. In case of the increase of the stated capital with which the corporation will carry on business, such increase shall be deemed paid in to the extent of the amount of the assets which the corporation has in money and property in excess of the former stated capital. The directors of the corporation assenting to the creation of any debt in violation of this section shall be liable jointly and severally for the debts of such corporation; but no action shall be brought under the foregoing provision of this section unless within one year after the debt shall have been incurred the creditors shall have served upon the director written notice of intention to hold him personally liable for such debt. Any director who, because of any
ility under this
inder this section, shall pay any debt of the corporation shall be subrogated to all rights of the creditor in respect thereof against the corporation and its property and also shall be entitled to contribution from all other directors of the corporation similarly liable for the same debt and the personal representatives of any such director who shall have died before making such contribution.
Unless it shall have been first permitted or authorized so to do by the commissioner of corporations, no such corporation shall declare or pay any dividend which shall reduce the amount of its stated capital. In case any such dividend shall be declared, the directors in whose administration the same shall have been declared, except those who may have caused their dissent therefrom to be entered upon the minutes of any meeting of the directors at which such action was taken or who were not present when such action was taken, shall be liable jointly and severally to such corporation and to the creditors thereof to the full amount of any loss sustained by such corporation or by its creditors by reason of such dividend. 1923.
290d. For the purpose of fixing the fee prescribed by section four hundred nine of the Political Code for filing the articles of incorporation of any corporation formed under section two hundred ninety-b of this code, the shares of stock of such corporation having no nominal or par value shall be taken to be of the par value of one hundred dollars. 1923.
290e. In case of any such corporation having capital stock with nominal or par value and capital stock without nominal or par value, no distinction shall 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. 1923.
290f. Any private corporation formed under the provisions of title one, part four, division one of the Civil Code and now existing or which may hereafter be incorporated under said title may amend its articles of incorporation for the purpose of adopting the provisions of sections two hundred ninety b, two hundred ninety c, two hundred ninety d, two hundred ninety e and two hundred ninety f of the Civil Code in the manner set forth by the provisions of section three hundred sixty-two of the Civil Code of California'as amended. 1923.
29042. No corporation hereafter formed shall use the word “trust” or “trustee" as a part of its corporate name unless it shall be authorized by its articles of incorporation to act as executor, administrator, guardian, assignee, receiver, depositary or trustee, nor shall any corporation hereafter formed accept or execute any trust unless it shall have complied with all the provisions of "An act authorizing certain corporations to act as executor, and in other capacities, and to provide for and regulate the administration of trusts by such corporation,” approved April 6th, 1891, and the amendment thereto approved April 1st, 1897. 1905–251.
291. The articles of incorporation of any railroad, wagon-road, or telegraph organization must also state:
1. The kind of road or telegraph intended to be constructed;
2. The place from and to which it is intended to be run, and all the intermediate branches;
3. The estimated length of the road or telegraph line;
4. That at least ten percent of the capital stock subscribed has been paid in to the treasurer of the intended corporation.
292. The articles of incorporation must be subscribed by three or more persons, a majority of whom must be residents of this state, and acknowledged by each before some officer authorized to take and certify acknowledgments or conveyances of real property.
The signature of each person named in said articles of incorporation as directors of such corporation shall be affixed to said articles of incorporation and acknowledged by each before some officer authorized to take and certify acknowledgments of conveyances of real property. 1911.-1112.
293. Each intended corporation named in section 291, before filing articles of incorporation, must have actually subscribed to its capital
stock, for each mile of the contemplated work, the following amounts, • to-wit:
1. One thousand dollars per mile of railroads;
294. Before the articles of incorporation of any corporation referred to in the preceding section are filed, there must be paid for the benefit of the corporation, to a treasurer elected by the subscribers, ten per cent of the amount subscribed.
295. Before the secretary of state issues to any such corporation a certificate of the filing of articles of incorporation, there must be filed in his office an affidavit of the president, secretary, or treasurer named in the articles, that the required amount of capital stock thereof has been actually. subscribed, and ten per cent thereof actually paid to a treasurer for the benefit of the corporation,