California’s state legislature approved over two dozen amended or enacted sections in the Corporations Code and Code of Civil Procedure, including new requirements for boards of directors and authorization to use blockchain technology in articles of incorporation, as well as a new title on “Identity Theft in Business Entity Filings.”
California is the first state to require publicly traded companies incorporated in the state to have women on their boards of directors. Companies must have a minimum of one woman on their boards by the end of 2019. By the end of 2021 the required minimum will be two women if the corporation has five directors, or three women if the corporation has 6 or more directors.
Legislators also approved amendments to the Corporations Code that allow corporations that do not have outstanding securities listed on specified securities exchanges to adopt provisions within its articles of incorporation authorizing records administered by or on behalf of the corporation in which the names of all of the corporation’s stockholders of record, the address and number of shares registered in the name of each of those stockholders, and all issuances and transfers of stock of the corporation to be recorded and kept on or by means of blockchain technology.
The Legislature also enacted new statutes authorizing a person who has learned or reasonably suspects that his or her personal identifying information has been used unlawfully in a business entity filing to petition a court for a determination of unlawful use of his or her personal identifying information in the filing. Upon making that determination, the court must order that the name and personal identifying information in the business entity filing be redacted or labeled to show the data is impersonated and order the removal of, or label, the personal identifying information from publicly accessible electronic indexes and databases.
These and other changes are captured in the 2019 Edition of California Laws Governing Business Entities Annotated, releasing this month from CSC®Publishing, in collaboration with LexisNexis. This valued resource is uniquely suited for business attorneys, corporate counsel, and other business and legal professionals in California and the region.
The 2019 Edition is updated through the 2018 California legislative session, and captures numerous amended or enacted sections in the Corporations Code and Code of Civil Procedure. A Table of Sections Affected and blackline amendment notes make it easy to quickly identify legislative changes. The book also contains regulations regarding the Commissioner of Corporations.
Over 50 new case annotations from state and federal court decisions interpreting California law have been included in the 2019 edition. New cases are listed in the Table of New Annotations and marked with gray bars in the body of the book. The CD-ROM also includes five full-text cases concerning recent legal developments regarding alter ego, demand futility, fiduciary duty, involuntary dissolution, and operating agreements.
The companion CD-ROM also contains more than 190 California state and county forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for California’s Secretary of State can be found in the book’s appendix. New in this edition, an easy-to-reference California Fee Schedule showing required fees for business filings with the Secretary of State.
California Laws Governing Business Entities Annotated is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.
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To learn more about the 2018 Edition of California Laws Governing Business Entities Annotated, call 1.800.533.1637 or visit us online at www.lexisnexis.com/csc.