citation: CORP § 14316

text:
The water supply and distribution system of a mutual water company described in Section 14311 that proposes to distribute water for domestic use shall be constructed to conform with currently accepted engineering practices, and shall comply with the following construction standards where possible:

(a) Water mains to be installed below the frost level or otherwise protected to prevent freezing and shall not have less than 30 inches of cover over the top of the pipe in public streets or alleys except where such depth is rendered impossible by underground obstructions or rocky or hardpan conditions.

(b) The size, design, material, and installation of service pipes shall conform to the reasonable requirements of the mutual water company; provided, however, that the minimum size of the pipe shall be 34 inch or greater nominal size. Except where services are not intended for use during freezing weather and arrangements are made to drain service pipes prior to freezing weather, and except at terminations in connection with the meter or water consumer’s piping, all service pipes shall be laid at a depth sufficient to prevent freezing.

title: 1. CORPORATIONS


kind: section

code: CORP

citation: CORP § 14317

text:
The fire protection system of a mutual water company shall be constructed to conform with currently accepted engineering practices, and shall comply with the following construction standards:

(a) The flows set forth in Section 14315 shall be calculated on the basis of a residual pressure of 20 p.s.i.g. in the distribution system under flowing conditions.

(b) Fire hydrants shall be attached to the distribution systems at the locations designated by the entity responsible for their use for firefighting purposes. Any new mains to which a hydrant may be attached shall not be less than six inches in diameter.

(c) Each separately operated water system shall not have less than two independent sources of supply.

history: (History: Added by Stats. 1997, Ch. 598, Sec. 3. Effective January 1, 1998.)

division: 3. CORPORATIONS FOR SPECIFIC PURPOSES

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 2. Mutual Water Companies Formed in Connection With Subdivided Lands


citation: CORP § 14318

text: The mutual water company shall be financially responsible for the maintenance, repair, or replacement of fire hydrants. A mutual water company shall perform and record annual flow tests pursuant to Section 14317 or, in lieu of the annual flow test under Section 14317, any test to determine available flow performed by a fire protection agency. The recorded test results shall become part of the mutual water company’s books and records.

title: 1. CORPORATIONS

chapter: 2. Mutual Water Companies Formed in Connection With Subdivided Lands


citation: CORP § 14400

text: Any person who willfully and maliciously does any injury to any property of a cable television corporation is liable to the corporation for three times the amount of actual damages sustained thereby, to be recovered in any court of competent jurisdiction.

history: (History: Added by Stats. 1997, Ch. 598, Sec. 5. Effective January 1, 1998.)

part: 9. CABLE TELEVISION CORPORATIONS

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 2. Mutual Water Companies Formed in Connection With Subdivided Lands > 9. CABLE TELEVISION CORPORATIONS


citation: CORP § 14500

text: This title extends to all corporations heretofore formed and existing for the prevention of cruelty to animals, but does not extend or apply to any association, society, or corporation that uses or specifies a name or style of the same, or substantially the same, as that of any previously existing society or corporation in this state organized for a like purpose.

history: (History: Amended by Stats. 2010, Ch. 652, Sec. 8. (SB 1417) Effective January 1, 2011.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 2. Mutual Water Companies Formed in Connection With Subdivided Lands > 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS


citation: CORP § 14501

text: Every society incorporated and organized for the prevention of cruelty to animals may enter into a contract with any city, city and county, or county, where the society is located, to enforce the provisions of laws of this state for the prevention of cruelty to animals, or arresting or prosecuting offenders thereunder, or preventing cruelty to animals. A humane society may perform those actions in the absence of a contract with a city, city and county, or county.

history: (History: Amended by Stats. 2011, Ch. 296, Sec. 45. (AB 1023) Effective January 1, 2012.)

part: 11. SOCIETIES FOR THE PREVENTION OF CRUELTY TO ANIMALS

title: 1. CORPORATIONS


citation: CORP § 14502

text:
(a) (1) (A) (i) On and after July 1, 1996, no entity, other than a humane society or society for the prevention of cruelty to animals, shall be eligible to petition for confirmation of an appointment of any individual as a humane officer, the duty of which shall be the enforcement of the laws for the prevention of cruelty to animals.

(ii) On and after July 1, 1996, only a person who meets the requirements of this section may be appointed as, or perform the duties of, a humane officer.

(iii) Any person appointed as a humane officer before July 1, 1996, may continue to serve as a humane officer until the expiration of the term of appointment only if the appointing society maintains records pursuant to subparagraph (B) documenting that both the appointing society and the humane officer meet the requirements of this section.

(B) Each humane society or society for the prevention of cruelty to animals for which an individual is acting as a humane officer shall maintain complete and accurate records documenting that the individual has successfully completed all requirements established in this section and shall make those records available, upon request, to the superior court, the Attorney General, or any entity duly authorized to review that information, including the California Animal Welfare Association. The records shall include the full name and address of each humane officer.

(2) The humane society or society for the prevention of cruelty to animals shall possess insurance of at least one million dollars ($1,000,000) for liability for bodily injury or property damage.

(3) Each appointment of a humane officer shall be by separate resolution by the board of directors or trustees of the humane society or society for the prevention of cruelty to animals duly entered in its minutes. The resolution shall state the full name and address of the principal office of the appointing society, the full name of the person so appointed, the fact that the person so appointed is a citizen of the State of California, that the person so appointed has met the training requirements set forth in subdivision (h), and whether the person so appointed is authorized to carry a weapon pursuant to this section. The resolution shall also designate the number of the badge to be allotted to the officer, and the date on which the term of office shall expire.

(b) A humane society or a society for the prevention of cruelty to animals seeking confirmation of a humane officer’s appointment shall comply with each of the following provisions:

(1) Before filing a Petition for Order Confirming Appointment of a Humane Officer under paragraph (3), the humane society or society for the prevention of cruelty to animals shall submit to the Department of Justice fingerprint images and related information of all humane officer applicants for purposes of obtaining information as to the existence and content of a record of state and federal convictions and state and federal arrests and also information as to the existence and content of a record of state and federal arrests for which the Department of Justice establishes that the person is free on bail or on their own recognizance pending trial or appeal.

(A) When received, the Department of Justice shall forward to the Federal Bureau of Investigation requests for federal summary criminal history information received pursuant to this section. The Department of Justice shall review the information returned from the Federal Bureau of Investigation and compile and disseminate a fitness determination regarding the humane officer applicants to the humane society or society for the prevention of cruelty to animals.

(B) The Department of Justice shall provide a state response to the humane society or society for the prevention of cruelty to animals pursuant to paragraph (1) of subdivision (p) of Section 11105 of the Penal Code.

(C) The humane society or society for the prevention of cruelty to animals shall request from the Department of Justice subsequent arrest notification service, as provided pursuant to Section 11105.2 of the Penal Code, for persons whose appointments are confirmed as described in subdivision (c).

(D) The Department of Justice shall charge a fee sufficient to cover the cost of processing the request described in this paragraph.

(2) When filing a Petition for Order Confirming Appointment of a Humane Officer under paragraph (3), the humane society or society for the prevention of cruelty to animals shall serve a copy of the petition on each of the following:

(A) The police department having jurisdiction in the city in which the principal office of the appointing society is located.

(B) The sheriff’s department having jurisdiction in the county in which the principal office of the appointing society is located.

(C) The Department of the California Highway Patrol.

(D) The California Animal Welfare Association.

(E) The animal control agency having jurisdiction in the city in which the principal office of the appointing society is located. If the sheriff’s department or police department entitled to notice under subparagraph (A) or (B) provides animal control services for the city in which the principal office of the appointing society is located, no separate notice is required under this subparagraph.

(F) The Department of Justice.

(3) The humane society or society for the prevention of cruelty to animals shall file with the superior court in and for the county or city and county in which the principal office of the humane society is located a Petition for Order Confirming Appointment of a Humane Officer, and shall attach to the petition all of the following:

(A) A copy of the resolution appointing the person, duly certified to be correct by the president and secretary of the society and attested by its seal.

(B) A copy of the criminal record offender information, if any, obtained regarding the person pursuant to paragraph (1).

(C) Proof of the society’s proper incorporation in compliance with Part 9 (commencing with Section 10400) of Division 2, including the date the articles of incorporation were filed with the Secretary of State.

(D) A copy of the society’s liability insurance policy for bodily injury or property damage in the amount of at least one million dollars ($1,000,000).

(E) Documentation establishing that the appointee has satisfactorily completed the training requirements set forth in this section.

(F) Documentation establishing that the society has a written agreement with another entity, such as a public or private animal shelter or licensed veterinary clinic, that (i) provides for the humane care and treatment of any animals seized by the society, (ii) is capable of preserving evidence that may be used to prosecute an animal cruelty case, and (iii) is compliant with all applicable federal, state, and local laws, including licensing laws. Alternatively, the society may provide documentation that it is operating its own animal shelter that meets the requirements of clauses (i), (ii), and (iii).

(G) If the society has not previously appointed a humane officer:

(i) An affidavit signed under penalty of perjury from the president of the society that demonstrates the society’s competence to appoint a humane officer by providing information, including, but not limited to, the following:

(I) Partnerships or collaborations, if any, with other nonprofit or community agencies.

(II) Cash reserve on hand, if any, to pay for veterinary expenses, housing, food, and care of seized animals.

(III) Established donor base, if any.

(IV) Current or prior law enforcement, legal, or other relevant experience, if any, of persons who will supervise the appointee.

(V) Current or prior experience of managers, if any, in operating a society or other nonprofit organization.

(VI) Statement that each board member is in good standing in the community and has not been convicted of a misdemeanor or felony involving animals.

(VII) Ongoing training beyond the minimum required for appointment of the humane officer, if any.

(VIII) The need for a humane officer in the society’s county.

(IX) Any other documentation demonstrating compliance with applicable federal, state, or local laws.

(ii) Affidavits, if any, from personnel of local animal control agencies, law enforcement agencies, or other societies pertaining to the appointee’s fitness to act as a humane officer.

(H) As the last page, proof of service of a copy of the petition upon those parties required to be served.

(4) Any party described in paragraph (2) may file an opposition to the petition described in paragraph (3). All papers filed in opposition to the petition and in reply to the opposition shall conform to law and motion pleading requirements, pursuant to Rule 3.1113(d) of the California Rules of Court. An opposition shall not exceed 15 pages and a reply shall not exceed 10 pages, excluding exhibits and declarations. The opposition shall be limited to the competency of the society to appoint and supervise a humane officer and the qualifications, background, and fitness of the appointee that are specific to the work of a humane officer.

(A) Any opposition shall be filed no later than 15 court days after the petition is filed with the court. Any opposition shall be served on all parties indicated on the proof of service attached to the petition.

(B) The petitioner’s reply, if any, to the opposition shall be filed within 10 court days after service of the opposition. The reply shall be served on all parties listed in the proof of service attached to the petition and to any other person who has filed an opposition.

(C) The court shall rule on the petition without a hearing unless the court notifies the parties of an intention to hold a hearing.

(D) The petitioner shall serve a certified copy of the court’s order ruling on the petition on all parties listed in the proof of service attached to the petition and to any other person or entity who has filed an opposition.

(c) (1) Upon receipt of the Petition for Order Confirming Appointment of a Humane Officer, the court shall first determine the society’s date of incorporation, and the length of time between the date the society filed its articles of incorporation with the Secretary of State and the date it filed the petition described in paragraph (3) of subdivision (b) with the court. If the society was incorporated on or after January 1, 2011, the following shall apply:

(A) For a petition to confirm appointment of a level 1 humane officer, the court shall issue an order denying confirmation of the appointment if a minimum of five years has not elapsed from the date the society filed its articles of incorporation with the Secretary of State to the date it filed the petition.

(B) For a petition to confirm appointment of a level 2 humane officer, the court shall issue an order denying confirmation of the appointment if a minimum of one year has not elapsed from the date the society filed its articles of incorporation with the Secretary of State to the date it filed the petition.

(C) For a petition to confirm appointment of either a level 1 or level 2 humane officer, the court shall issue an order denying confirmation of the appointment if the society has not established, through submission of appropriate documentation, that the society is either operating its own animal shelter or has a written agreement with another entity, in compliance with subparagraph (F) of paragraph (3) of subdivision (b).

(2) If the court has not issued an order denying the petition pursuant to paragraph (1), the court shall review the matter of the appointee’s qualifications and fitness to act as a humane officer. The court shall also consider any documentation it has received in support of, or in opposition to, the confirmation of the person’s appointment. If the court finds that the appointee is qualified and fit to act as a humane officer, the court shall issue an order confirming the appointment. The society shall thereupon file a certified copy of the court order in the office of the county clerk of the county or city and county in which the court is located. The appointee shall, at the same time, take and subscribe an oath of office prescribed for peace officers. The society shall also provide a copy of the Order Confirming Appointment to the California Animal Welfare Association and the Department of Justice. The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of Orders Confirming Appointment. If the court does not find the appointee qualified and fit to act as a humane officer, the court shall issue an order denying confirmation of the appointment.

(d) If the court grants the petition, the county clerk shall immediately enter in a book to be kept in the county clerk’s office and designated “Record of Humane Officers” the name of the officer, the name of the society appointing the officer, the number of the officer’s badge, the date of the filing, and the case number of the court order confirming the appointment. At the time of the filing, the county clerk shall collect from the society a fee of five dollars ($5), which shall be full payment for all services to be performed by the county clerk under this section.

(e) All appointments of humane officers shall automatically expire if the society disbands or legally dissolves.

(f) (1) The society appointing an officer may revoke an appointment at any time by filing in the office of the county clerk in which the appointment of the officer is recorded a copy of the revocation in writing under the letterhead of the society and duly certified by its executive officer. Upon the filing, the county clerk shall enter the fact of the revocation and the date of the filing of the revocation opposite the name of the officer in the record of humane officers.

(2) Notwithstanding paragraph (1), any duly authorized sheriff or local police agency or the California Animal Welfare Association may initiate a revocation hearing by filing a petition to Revoke Appointment of a Humane Officer. The petition shall show cause why an appointment should be revoked and shall be made to the superior court in the jurisdiction of the appointment. Filing, service, and format of the petition and any oppositions and reply papers shall conform to the law and motion requirements under the Code of Civil Procedure, California Rules of Court, and this code. A proceeding pursuant to this paragraph shall be a special proceeding within the meaning of Section 23 of the Code of Civil Procedure.

(A) Notice of the hearing date and a copy of the petition shall be served in the same manner as a summons upon the humane officer subject to the petition, the society that appointed the officer, the agencies and association described in paragraph (2) of subdivision (b); except the party filing the petition shall not be required to serve copies of those documents upon itself.

(B) Upon a finding of good cause, the court shall issue an order granting the petition to revoke the appointment. The county clerk shall immediately enter the revocation and the date of the court order opposite the name of the officer in the record of humane officers. The clerk of the superior court shall give notice of the order to the parties described in subparagraph (A) and to the county clerk-recorder.

(g) The society appointing the humane officer shall pay the training expenses of the humane officer attending the training required pursuant to this section.

(h) (1) (A) A level 1 humane officer is not a peace officer, but may exercise the powers of a peace officer at all places within the state in order to prevent the perpetration of any act of cruelty upon any animal and to that end may summon to the officer’s aid any bystander. A level 1 humane officer may use reasonable force necessary to prevent the perpetration of any act of cruelty upon any animal.

(B) A level 1 humane officer may make arrests for the violation of any penal law of this state relating to or affecting animals in the same manner as any peace officer and may serve search warrants.

(C) A level 1 humane officer is authorized to carry firearms while exercising the duties of a humane officer, upon satisfactory completion of the training specified in subparagraph (D), if the requirements in subparagraph (F) are met.

(D) A level 1 humane officer shall, before appointment, provide evidence satisfactory to the appointing society that the officer has successfully completed the following requirements:

(i) At least 20 hours of a course of training in animal care sponsored or provided by an accredited postsecondary institution or any other provider approved by the California Veterinary Medical Association the focus of which shall be the identification of disease, injury, and neglect in domestic animals and livestock.

(ii) At least 40 hours of a course of training in the state humane laws relating to the powers and duties of a humane officer, sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association.

(iii) The basic training for a level 1 reserve officer by the Commission on Peace Officer Standards and Training pursuant to paragraph (1) of subdivision (a) of Section 832.6 of the Penal Code.

(E) A person shall not be appointed as a level 1 humane officer until the person meets the criteria in Sections 1029, 1030, and 1031 of the Government Code. A humane society or society for the prevention of cruelty to animals shall complete a background investigation, using standards defined by the Commission on Peace Officer Standards and Training as guidelines for all level 1 humane officer appointments.

(F) (i) Notwithstanding any other provision of this section, a level 1 humane officer may carry a firearm only if authorized by, and only under the terms and conditions specified by, the officer’s appointing society.

(ii) Notwithstanding any other provision of this section, a level 1 humane officer shall not be authorized to carry a firearm unless and until the officer’s appointing society has adopted a policy on the use of deadly force by its officers and the officer has been instructed in that policy.

(2) (A) A level 2 humane officer is not a peace officer, but may exercise the powers of a peace officer at all places within the state in order to prevent the perpetration of any act of cruelty upon any animal and to that end may summon to the officer’s aid any bystander. A level 2 humane officer may use reasonable force necessary to prevent the perpetration of any act of cruelty upon any animal.

(B) A level 2 humane officer may make arrests for the violation of any penal law of this state relating to or affecting animals in the same manner as any peace officer and may serve search warrants during the course and within the scope of appointment, upon the successful completion of a course relating to the exercise of the police powers specified in Section 832 of the Penal Code, except the power to carry and use firearms.

(C) A level 2 humane officer is not authorized to carry firearms.

(D) A level 2 humane officer shall, before appointment, provide evidence satisfactory to the appointing society that the officer has successfully completed courses of training in the following subjects:

(i) At least 20 hours of a course of training in animal care sponsored or provided by an accredited postsecondary institution or any other provider approved by the California Veterinary Medical Association, the focus of which is the identification of disease, injury, and neglect in domestic animals and livestock.

(ii) At least 40 hours of a course of training in the state humane laws relating to the powers and duties of a humane officer, sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association.

(E) A person shall not be appointed as a level 2 humane officer until the person meets the criteria in Sections 1029, 1030, and 1031 of the Government Code. A humane society or society for the prevention of cruelty to animals shall complete a background investigation, using standards defined by the Commission on Peace Officer Standards and Training as guidelines, for all level 2 humane officer appointments.

(3) During each three-year period following the date on which the certified copy of the court order confirming the appointment of a humane officer was filed with the county clerk, the humane officer shall complete 40 hours of continuing education and training relating to the powers and duties of a humane officer, which education and training shall be sponsored or provided by an accredited postsecondary institution, law enforcement agency, or the California Animal Welfare Association. A certificate of compliance shall be served no later than 21 days after the expiration of each three-year period on the Department of Justice with copies served on the superior court, agencies, and associations described in subparagraphs (A) to (E), inclusive, of paragraph (2) of subdivision (b). The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of certificates of compliance. The certificate of compliance shall also include documentation that the humane society or society for the prevention of cruelty to animals is in compliance with subparagraph (F) of paragraph (3) of subdivision (b). Service on the Department of Justice shall be in compliance with procedures set forth by the Department of Justice. The Department of Justice shall post the filing procedures, as they may be updated from time to time, on its internet website. Failure to file the certificate of compliance with the Department of Justice no later than 21 days after the expiration of a three-year period shall result in immediate revocation of the appointment.

(4) If the humane officer is authorized to carry a firearm, the officer shall complete ongoing weapons training and range qualifications at least every six months pursuant to subdivision (t) of Section 830.3 of the Penal Code. A certificate of compliance pursuant to this section shall be served no later than 21 days after the expiration of a six-month period on the Department of Justice with copies served on the superior court, and on the agencies and associations described in subparagraphs (A) to (E), inclusive, of paragraph (2) of subdivision (b). The Department of Justice may charge a reasonable fee sufficient to cover the costs of maintaining records of certificates of compliance. The certificate of compliance shall also include documentation that the humane society or society for the prevention of cruelty to animals is in compliance with subparagraph (F) of paragraph (3) of subdivision (b). Service on the Department of Justice shall be in compliance with procedures set forth by the Department of Justice. The Department of Justice shall post the filing procedures, as they may be updated from time to time, on its internet website. Failure to file the certificate of compliance with the Department of Justice no later than 21 days after the expiration of a six-month period shall result in immediate revocation of the appointment.

(5) (A) A humane officer may carry a wooden club or baton if the officer has satisfactorily completed the course of instruction certified by the Commission on Peace Officer Standards and Training in the carrying and use of the club or baton pursuant to subdivision (g) of Section 22295 of the Penal Code.

(B) Notwithstanding subparagraph (A), a humane officer may carry a wooden club or baton only if authorized by, and only under the terms and conditions specified by, the officer’s appointing society.

(i) Every humane officer shall, when making an arrest, exhibit and expose a suitable badge to be adopted by the society under this part of which the officer is an appointee which shall bear its name and a number. Uniforms worn by humane officers shall prominently display the name of the appointing society. Humane officer uniforms shall not display the words “state” or “California,” except to the extent that one or both of those words are part of the appointing society’s incorporated name.

(j) Any person resisting a humane officer in the performance of the officer’s duty as provided in this section is guilty of a misdemeanor. Any person who has not been appointed and qualified as a humane officer as provided in this section, or whose appointment has been revoked as provided in this section, or whose appointment, having expired, has not been renewed as provided in this section, who shall represent themself to be or shall attempt to act as an officer shall be guilty of a misdemeanor.

(k) No humane officer shall serve a search warrant without providing prior notice to local law enforcement agencies operating within that jurisdiction.

(l) Any humane society, society for the prevention of cruelty to animals, or person, who knowingly provides a court with false or forged documentation for the appointment of a humane officer, is guilty of a misdemeanor and shall be punished by a fine of up to ten thousand dollars ($10,000).

(m) Except as otherwise provided by this section, a humane officer shall serve only in the county in which the court that appointed the officer sits. A humane officer may serve in another county if the humane officer gives notice requesting consent to the sheriff of the county in which the officer intends to serve, and acquires consent from that sheriff of the county in which the officer intends to serve, or from a person authorized by the sheriff to give that consent. A sheriff shall promptly respond to any request by a humane officer to serve in the sheriff’s jurisdiction and any request shall not be unreasonably denied.

history: (History: Amended by Stats. 2020, Ch. 210, Sec. 2. (AB 1984) Effective January 1, 2021.)

title: 1. CORPORATIONS


citation: CORP § 14503

text: The governing body of a local agency, by ordinance, may authorize employees of public animal shelters, societies for the prevention of cruelty to animals, and humane societies, who have qualified as humane officers pursuant to Section 14502, and which societies or animal shelters have contracted with such local agency to provide animal care or protection services, to issue notices to appear in court pursuant to Chapter 5c (commencing with Section 853.5) of Title 3 of Part 2 of the Penal Code for violations of state or local animal control laws. Those employees shall not be authorized to take any person into custody even if the person to whom the notice is delivered does not give a written promise to appear in court. The authority of these employees is to be limited to the jurisdiction of the local agency authorizing the employees.

history: (History: Amended by Stats. 2019, Ch. 7, Sec. 4. (AB 1553) Effective January 1, 2020.)

title: 1. CORPORATIONS


citation: CORP § 14504

text: All humane societies and societies for the prevention of cruelty to animals, and all humane officers, shall be in full compliance with Section 14502 on or before January 1, 2012. Notwithstanding any other provision of this part, a level 1 or level 2 humane officer confirmed prior to January 1, 2012, shall not be required to seek a new court order confirming his or her appointment. However, a level 2 humane officer shall provide proof of compliance with subparagraph (E) of paragraph (2) of subdivision (h) of Section 14502 by filing a certificate of compliance with the Department of Justice on or before January 1, 2012, or that humane officer’s appointment shall be immediately revoked.

history: (History: Amended by Stats. 2011, Ch. 296, Sec. 47. (AB 1023) Effective January 1, 2012.)

title: 1. CORPORATIONS


citation: CORP § 14505

text: Any law enforcement agency that is requested to provide summary criminal history information pursuant to Section 13300 of the Penal Code may charge the humane society or society for the prevention of cruelty to animals a fee not to exceed the reasonable costs of preparing reports and costs to maintain certificates of compliance as required by Section 14502.

history: (History: Added by Stats. 2010, Ch. 652, Sec. 12. (SB 1417) Effective January 1, 2011.)

title: 1. CORPORATIONS


citation: CORP § 14550

text: In order to promote, foster, and encourage the intelligent and orderly marketing of agricultural products through cooperation; to eliminate speculation and waste; to make the distribution of agricultural products between producer and consumer as direct as can be efficiently done; and to stabilize the marketing of agricultural products, this act is passed.

history: (History: Added by Stats. 1997, Ch. 598, Sec. 8. Effective January 1, 1998.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 2. Mutual Water Companies Formed in Connection With Subdivided Lands > 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS


citation: CORP § 14551

text: It is here recognized that agriculture is characterized by individual production in contrast to the group or factory system that characterizes other forms of industrial production; and that the ordinary form of corporate organization permits industrial groups to combine for the purpose of group production and the ensuing group marketing; and that the public has an interest in permitting farmers to bring their industry to the high degree of efficiency and merchandising skill evidenced in the manufacturing industries; and that the public interest urgently needs to prevent the migration from the farm to the city in order to keep up farm production and to preserve the agricultural supply of the nation; and that the public interest demands that the farmer be encouraged to attain a superior and more direct system of marketing in the substitution of merchandising for the blind, unscientific, and speculative selling of crops.

part: 12. NONPROFIT COOPERATIVE AGRICULTURAL MARKETING ASSOCIATIONS

title: 1. CORPORATIONS


citation: CORP § 14600

text:
(a) This part shall be applicable to all benefit corporations.

(b) The existence of a provision of this part shall not of itself create any implication that a contrary or different rule of law is or would be applicable to a business corporation that is not a benefit corporation. This part shall not affect any statute or rule of law that is or would be applicable to a corporation that is not a benefit corporation.

(c) The provisions of the General Corporation Law (Division 1 (commencing with Section 100)) shall apply to benefit corporations, except where those provisions are in conflict with or inconsistent with the provisions of this part.

history: (History: Added by Stats. 2011, Ch. 728, Sec. 1. (AB 361) Effective January 1, 2012.)

title: 1. CORPORATIONS

chapter: 1. Preliminary Provisions

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 1. Preliminary Provisions


citation: CORP § 14601

text:
As used in this part:

(a) “Benefit corporation” means a corporation organized under the General Corporation Law that has elected to become subject to this part and whose status as a benefit corporation has not been terminated as provided in this part.

(b) “Benefit enforcement proceeding” means a claim or action relating to any of the following:

(1) Failure to pursue the general public benefit purpose of the benefit corporation or any specific public benefit purpose set forth in its articles.

(2) Violation of a duty or standard of conduct imposed on a director pursuant to this part.

(3) Failure of the benefit corporation to deliver or post an annual benefit report as required by Section 14630.

(c) “General public benefit” means a material positive impact on society and the environment, taken as a whole, as assessed against a third-party standard, from the business and operations of a benefit corporation.

(d) “Minimum status vote” means that:

(1) In the case of a corporation, in addition to any other approval or vote required by Division 1 (commencing with Section 100) or the articles of incorporation, both of the following shall apply:

(A) The shareholders of every class or series shall be entitled to vote on the corporate action regardless of any limitation stated in the articles or bylaws on the voting rights of any class or series.

(B) The corporate action shall be approved by the outstanding shares of each class or series by at least two-thirds of the votes, or greater vote if required in the articles of incorporation, that all shareholders of the class or series are entitled to cast on that action.

(2) In the case of a domestic other business entity (Section 167.7), both of the following shall apply in addition to any other approval, vote, or consent required by the statutory law, if any, that principally governs the internal affairs of the entity or any provision of the publicly filed record or document required to form the entity, if any, or of any agreement binding some or all of the holders of equity interests in the entity:

(A) The holders of every class or series of interest in the entity that are entitled to receive a distribution of any kind from the entity regardless of any otherwise applicable limitation on the voting rights of the interest.

(B) The action shall be approved by the vote or consent of the holders described in subparagraph (A) by at least two-thirds of the votes or consents, or greater vote or consent if required in the articles of incorporation, of those holders.

(e) “Specific public benefit” includes all of the following:

(1) Providing low-income or underserved individuals or communities with beneficial products or services.

(2) Promoting economic opportunity for individuals or communities beyond the creation of jobs in the ordinary course of business.

(3) Preserving the environment.

(4) Improving human health.

(5) Promoting the arts, sciences, or advancement of knowledge.

(6) Increasing the flow of capital to entities with a public benefit purpose.

(7) The accomplishment of any other particular benefit for society or the environment.

(f) “Subsidiary” of a person means an entity in which the person owns beneficially or of record 50 percent or more of the outstanding equity interests. For purposes of this definition, a percentage of ownership in an entity shall be calculated as if all outstanding rights to acquire equity interests in the entity had been exercised.

(g) “Third-party standard” means a standard for defining, reporting, and assessing overall corporate social and environmental performance to which all of the following apply:

(1) The standard is a comprehensive assessment of the impact of the business and the business’s operations upon the considerations listed in paragraphs (2) to (5), inclusive, of subdivision (b) of Section 14620.

(2) The standard is developed by an entity that has no material financial relationship with the benefit corporation or any of its subsidiaries and that satisfies both of the following requirements:

(A) Not more than one-third of the members of the governing body of the entity are representatives of any of the following:

(i) Associations of businesses operating in a specific industry, the performance of whose members is measured by the standard.

(ii) Businesses from a specific industry or an association of businesses in that industry.

(iii) Businesses whose performance is assessed against the standard.

(B) The entity is not materially financed by an association or business described in subparagraph (A).

(3) The standard is developed by an entity that does both of the following:

(A) Accesses necessary and appropriate expertise to assess overall corporate social and environmental performance.

(B) Uses a balanced multistakeholder approach, including a public comment period of at least 30 days to develop the standard.

(4) All of the following information regarding the standard is publicly available:

(A) The criteria considered when measuring the overall social and environmental performance of a business.

(B) The relative weightings assigned to the criteria described in subparagraph (A).

(C) The identity of the directors, officers, any material owners, and the governing body of the entity that developed, and controls revisions to, the standard.

(D) The process by which revisions to the standard and changes to the membership of the governing body described in subparagraph (C) are made.

(E) An accounting of the sources of financial support for the entity, with sufficient detail to disclose any relationships that could reasonably be considered to present a potential conflict of interest.

title: 1. CORPORATIONS


citation: CORP § 14602

text: A benefit corporation shall be formed in accordance with Chapter 2 (commencing with Section 200) of Division 1 except that the articles shall also state that the corporation is a benefit corporation and shall identify any specific public benefit adopted pursuant to Section 14610.

title: 1. CORPORATIONS


citation: CORP § 14603

text:
(a) A corporation may become a benefit corporation under this part by amending the corporation’s articles so that the articles contain a statement that the corporation is a benefit corporation. The amendment shall not be effective unless it is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the adoption of the amendment were a reorganization to which that chapter applies.

(b) If a corporation that is not a benefit corporation is a constituent corporation in a merger reorganization or is the acquired corporation in an exchange reorganization, and the surviving corporation in the merger reorganization is to be a benefit corporation or the articles of the acquired corporation are to be amended in the exchange reorganization to provide that it will be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the corporation or domestic other business entity by at least the minimum status vote.

(c) If a domestic other business entity is a party to a merger reorganization and the surviving corporation in the reorganization is to be a benefit corporation, then the reorganization shall not be effective unless the reorganization is approved by the domestic other business entity by at least the minimum status vote.

(d) If a domestic other business entity is the converting entity (subdivision (d) of Section 1150) in a conversion in which the converted corporation (subdivision (a) of Section 1150) is a benefit corporation, the conversion shall not be effective unless the conversion is approved by the domestic other business entity by at least the minimum status vote.

title: 1. CORPORATIONS


citation: CORP § 14604

text:
(a) A benefit corporation may terminate its status as a benefit corporation and cease to be subject to this part by amending the corporation’s articles to delete the provision required by Section 14602. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote. If the amendment is adopted, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter.

(b) If a reorganization (Section 181) would have the effect of terminating the status of a corporation as a benefit corporation, the reorganization shall not be effective unless the reorganization is approved by at least the minimum status vote.

(c) If a benefit corporation is the converting corporation (Section 1150) in a conversion (Section 161.9), the conversion shall not be effective unless the conversion is approved by at least the minimum status vote.

(d) A sale, lease, conveyance, exchange, transfer, or other disposition of all or substantially all of the assets of a benefit corporation, unless the transaction is in the usual and ordinary course of business of the benefit corporation, shall not be effective unless the transaction is approved by at least the minimum status vote. If the transaction is approved, a shareholder of the corporation may, by complying with Chapter 13 (commencing with Section 1300) of Division 1, require the corporation to purchase at their fair market value the shares owned by the shareholder which are dissenting shares as defined in subdivision (b) of Section 1300 in accordance with the procedures in that chapter, as if the transaction were a reorganization to which that chapter applies.

title: 1. CORPORATIONS


citation: CORP § 14610

text:
(a) A benefit corporation shall have the purpose of creating general public benefit. This purpose is in addition to, and may be a limitation on, the corporation’s purpose under Section 206 and any specific purpose set forth in its articles in accordance with subdivision (b).

(b) In addition to the provisions required by Section 202, the articles of incorporation of a benefit corporation shall contain the following statement: “This corporation is a benefit corporation.” Notwithstanding subdivision (b) of Section 202, the articles of a benefit corporation may identify one or more specific public benefits that shall be the purpose or purposes of the benefit corporation. The identification of a specific public benefit under this subdivision does not limit the obligation of a benefit corporation to create general public benefit.

(c) The creation of general and specific public benefit as provided in subdivisions (a) and (b) shall be deemed to be in the best interests of the benefit corporation.

(d) A benefit corporation may amend its articles to add, amend, or delete the identification of a specific public benefit that shall be the purpose of the benefit corporation to create. The amendment shall not be effective unless the amendment is adopted by at least the minimum status vote.

title: 1. CORPORATIONS

chapter: 2. Corporate Purposes

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 2. Corporate Purposes


citation: CORP § 14620

text:
(a) A director shall perform the duties of a director including duties as a member of any committee of the board upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of the benefit corporation and with that care, including reasonable inquiry, as an ordinarily prudent person in a like position would use under similar circumstances.

(b) In discharging their respective duties, and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation shall consider the impacts of any action or proposed action upon all of the following:

(1) The shareholders of the benefit corporation.

(2) The employees and workforce of the benefit corporation and its subsidiaries and suppliers.

(3) The interests of customers of the benefit corporation as beneficiaries of the general or specific public benefit purposes of the benefit corporation.

(4) Community and societal considerations, including those of any community in which offices or facilities of the benefit corporation or its subsidiaries or suppliers are located.

(5) The local and global environment.

(6) The short-term and long-term interests of the benefit corporation, including benefits that may accrue to the benefit corporation from its long-term plans and the possibility that these interests may be best served by retaining control of the benefit corporation rather than selling or transferring control to another entity.

(7) The ability of the benefit corporation to accomplish its general, and any specific, public benefit purpose.

(c) In discharging their respective duties, the persons described in subdivision (b) may consider any of the following:

(1) The resources, intent, and conduct, including past, stated, and potential conduct, of any person seeking to acquire control of the corporation.

(2) Any other pertinent factors or the interests of any other person or group.

(d) In discharging their respective duties, the persons described in subdivision (a) shall not be required to give priority to any particular factor or the interests of any particular person or group referred to in subdivision (b) or (c) over any other factor or the interests of any other person or group unless the benefit corporation has stated its intention to give priority to a specific public benefit purpose identified in the articles.

(e) In performing the duties of a director, a director shall be entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:

(1) One or more officers or employees of the benefit corporation whom the director believes to be reliable and competent in the matters presented.

(2) Counsel, independent accountants, or other persons as to matters that the director believes to be within those persons’ professional or expert competence.

(3) A committee of the board upon which the director does not serve, as to matters within its designated authority, which committee the director believes to merit confidence, so long as, in any of those cases, the director acts in good faith, after reasonable inquiry when the need therefor is indicated by the circumstances and without knowledge that would cause that reliance to be unwarranted.

(f) A director shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit.

(g) A person who performs the duties of a director in accordance with this part shall not be liable for monetary damages for any alleged failure to discharge the person’s obligations as a director.

(h) In addition to the limitations provided in subdivisions (f) and (g), the liability of a director for monetary damages may be eliminated or limited in a benefit corporation’s articles to the extent provided in paragraph (10) of subdivision (a) of Section 204.

(i) A director shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.

(j) A director of a foreign corporation that is subject to Section 2115 shall not be subject to Section 309 and shall be subject instead to this section if the director of the foreign corporation is subject to duties under its articles of incorporation, bylaws, or the law of its jurisdiction of incorporation similar to the duties of directors under this section.

title: 1. CORPORATIONS

chapter: 3. Accountability

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 3. Accountability


citation: CORP § 14621

text:
(a) The board of directors of a benefit corporation shall prepare for inclusion in the annual benefit report to shareholders required by Section 14630, a statement indicating whether, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose in all material respects during the period covered by the report.

(b) If, in the opinion of the board of directors, the benefit corporation failed to pursue its general, and any specific, public benefit purpose, the statement required by subdivision (a) shall include a description of the ways in which the benefit corporation failed to pursue its general, and any specific, public benefit purpose.

title: 1. CORPORATIONS


citation: CORP § 14622

text:
(a) Each officer of a benefit corporation shall consider the interests and factors described in Section 14620 in the manner provided in that section when either of the following applies:

(1) The officer has discretion to act with respect to a matter.

(2) It reasonably appears to the officer that the matter may have a material effect on any of the following:

(A) The creation of a general or specific public benefit by the benefit corporation.

(B) Any of the interests or factors referred to in subdivision (b) of Section 14620.

(b) The consideration by an officer of interests and factors in the manner described in subdivision (a) shall not constitute a violation of the duties of the officer.

(c) An officer shall not be liable for monetary damages under this part for any of the following:

(1) Any action taken as an officer if the officer performed the duties of the position in compliance with this section.

(2) Any failure of the benefit corporation to create a general or specific public benefit.

(d) An officer shall not have a fiduciary duty to a person that is a beneficiary of the general or specific public benefit purposes of a benefit corporation arising from the status of the person as a beneficiary.

title: 1. CORPORATIONS


citation: CORP § 14623

text:
(a) No person may bring an action or assert a claim against a benefit corporation or its directors or officers under this chapter except in a benefit enforcement proceeding.

(b) A benefit enforcement proceeding may be commenced or maintained only as follows:

(1) Directly by the benefit corporation.

(2) Derivatively by any of the following:

(A) A shareholder.

(B) A director.

(C) A person or group of persons that owns beneficially or of record 5 percent or more of the equity interests in an entity of which the benefit corporation is a subsidiary.

(D) Other persons as have been specified in the articles or bylaws of the benefit corporation.

(c) A benefit corporation shall not be liable for monetary damages under this part for any failure of the benefit corporation to create a general or specific public benefit.

(d) If the court in a benefit enforcement proceeding finds that a failure to comply with this part was without justification, the court may award an amount sufficient to reimburse the plaintiff for the reasonable expenses incurred by the plaintiff, including attorney’s fees and expenses, in connection with the benefit enforcement proceeding.

title: 1. CORPORATIONS


citation: CORP § 14630

text:
(a) A benefit corporation shall deliver to each shareholder an annual benefit report including all of the following:

(1) A narrative description of all of the following:

(A) The process and rationale for selecting the third-party standard used to prepare the benefit report.

(B) The ways in which the benefit corporation pursued a general public benefit during the applicable year and the extent to which that general public benefit was created.

(C) The ways in which the benefit corporation pursued any specific public benefit that the articles state it is the purpose of the benefit corporation to create and the extent to which that specific public benefit was created.

(D) Any circumstances that have hindered the creation by the benefit corporation of a general or specific public benefit.

(2) An assessment of the overall social and environmental performance of the benefit corporation, prepared in accordance with a third-party standard applied consistently with any application of that standard in prior benefit reports or accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be audited or certified by a third party.

(3) The name of each person that owns 5 percent or more of the outstanding shares of the benefit corporation, either beneficially, to the extent known to the benefit corporation without independent investigation, or of record.

(4) The statement required by Section 14621.

(5) A statement of any connection between the entity that established the third-party standard, or its directors, officers, or material owners, and the benefit corporation, or its directors, officers, and material owners, including any financial or governance relationship that might materially affect the credibility of the objective assessment of the third-party standard.

(b) The benefit report shall be sent annually to each shareholder within 120 days following the end of the fiscal year of the benefit corporation or at the same time that the benefit corporation delivers any other annual report to its shareholders.

(c) A benefit corporation shall post all of its benefit reports on the public portion of its Internet Web site, if any, except that the compensation paid to directors and any financial or proprietary information included in the benefit report may be omitted from the benefit report as posted on the Internet Web site.

(d) (1) If a benefit corporation does not have an Internet Web site, the benefit corporation shall provide a copy of its most recent benefit report, without charge, to any person that requests a copy.

(2) The benefit corporation may omit any proprietary or financial information, including, but not limited to, compensation paid to directors, from the copy of a benefit report that the benefit corporation provides pursuant to paragraph (1).

title: 1. CORPORATIONS

chapter: 4. Transparency

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 4. Transparency


citation: CORP § 14631

text:
All certificates representing shares of a benefit corporation shall contain, in addition to any other statements required by the General Corporation Law (Division 1 (commencing with Section 100)), the following conspicuous language on the face of the certificate:

“This entity is a benefit corporation organized under Part 13 (commencing with Section 14600) of Division 3 of Title 1 of the California Corporations Code.”

title: 1. CORPORATIONS


citation: CORP § 14700

text:
(a) No person shall acquire, directly or indirectly, any voting securities or assets of a retail grocery firm or retail drug firm unless both parties give, or in the case of a tender offer, the acquiring party gives, written notice to the Attorney General in accordance with this part.

(b) For purposes of this part, the following definitions apply:

(1) “Acquiring party” means a person by whom or on whose behalf the merger or other acquisition of control is to be effected and is either of the following:

(A) Is required to provide notice of the merger or acquisition to the Federal Trade Commission or the United States Department of Justice pursuant to the federal Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a).

(B) Is acquiring more than a total of 20 retail drug firms or retail grocery firms.

(2) “Retail drug firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 45611.

(3) “Retail grocery firm” means a person, as defined in Section 18 of the Labor Code, including a proprietorship, joint venture, corporate officer or executive, that has one or more businesses or establishments located within the state and is identified as a retail business or establishment in the North American Industry Classification System within the retail trade category 44511 and 455211.

history: (History: Added by Stats. 2023, Ch. 457, Sec. 2. (AB 853) Effective January 1, 2024.)

title: 1. CORPORATIONS

path: 1. CORPORATIONS > 3. CORPORATIONS FOR SPECIFIC PURPOSES > 4. Transparency > 14. Retail Grocery Firms and Retail Drug Firms


citation: CORP § 14701

text:
(a) The written notice shall be filed with the Attorney General no less than 180 days before the acquisition is made effective. The notice shall be made under oath or affirmation, and shall comply with the requirements of subdivision (c).

(b) If any transaction requiring written notice pursuant to this subdivision commences before the effective date of this section, the written notice shall be given to the Attorney General within 30 days before the transaction is made effective. Upon receiving notice, the Attorney General has 180 days to evaluate the transaction, during which time the effective date of the transaction shall be tolled. If any material change occurs in the facts set forth in the written notice filed with the Attorney General, an amendment setting forth the change and copies of all documents and other material relevant to the change shall be filed with the Attorney General within two business days after the amendment is made by, or provided to, the acquiring party.

(c) The notice required to be given to the Attorney General shall comply with either of the following:

(1) If the acquiring party is required to file notice with the Federal Trade Commission or the United States Department of Justice pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (15 U.S.C. Sec. 18a), the notice shall contain the same form and additional documentary material required under that act and any implementing regulations under that act.

(2) If the acquiring party is not required to file notice with the Federal Trade Commission or the United States Department of Justice, as specified in paragraph (1), the notice shall contain all of the following information:

(A) The name and address of each acquiring party and a report of the nature of its business operations during the past five years or for a lesser period if the person and their predecessors have been in existence less than five years.

(B) An informative description of the business intended to be done by the person and the person’s subsidiaries, including, but not limited to, documents concerning its business or corporate structure, governance, or management.

(C) A list of all individuals who are or have been selected to become directors or executive officers or who perform or will perform functions appropriate to the positions.

(D) The source, nature, and amount of the consideration used or to be used in effecting the merger or other acquisition of control, a description of any transaction in which funds were or are to be obtained, including any pledge of the drug or grocery retail firm’s stock or the stock of any of its subsidiaries or controlling affiliates, and the identity of persons furnishing the consideration. If a source of the consideration is a loan made in the lender’s ordinary course of business, the identity of the lender shall remain confidential upon request of the person filing the statement.

(E) Fully audited financial information as to the earnings and financial condition of each acquiring party for the preceding five fiscal years or for a lesser period if the acquiring party and its predecessors have been in existence for less than five years, and similar unaudited information as of a date not earlier than 90 days before the written notice.

(F) Any plans or proposals that an acquiring party may have to liquidate the retail grocery or retail drug firms, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management.

(G) The information required to assess the competitive effects of the proposed acquisition, giving particular attention to the effects on the proposed chain retail grocery store acquisition on consumers, including, but not limited to, consumer choice, food pricing, access to food, and food deserts, and factors affecting the supply of experienced grocery workers, including wages, benefits, and unemployment and chain retail pharmacy on patients, including, but not limited to, patient choice, medicine pricing, access to medications, and factors affecting the supply of licensed pharmacists, pharmacy technicians, and pharmacists-in-charge.

(H) Information required to assess the economic and community impact of any planned divestiture or store closures, including, but not limited to, the impact on food deserts, food supply, economic mobility, unemployment, and small businesses.

(d) The Attorney General shall charge the acquiring party a filing fee for the cost to the Attorney General to receive, review, and analyze any notice under this section, which shall not exceed the reasonable regulatory costs to the Attorney General incident to performing its administrative duties under this section. The fee shall be based on the size of the transaction as of the date of the filing of the notice, but shall not exceed .00045 of the dollar amount of the combined sales of the parties to the merger or acquisition for the fiscal year prior to the filing of the notice.

(e) The Attorney General may use the notice, documents, and information disclosed under this section in a judicial action in state or federal court or an administrative action involving the merger or acquisition.

history: (History: Amended by Stats. 2024, Ch. 41, Sec. 20. (SB 164) Effective June 29, 2024.)

part: 14. Retail Grocery Firms and Retail Drug Firms

title: 1. CORPORATIONS


citation: CORP § 14702

text:
(a) The Attorney General may adopt regulations to effectuate this part that are necessary or appropriate for the protection of workers, consumers, and the public interest.

(b) The regulations may specify exemptions from the notice requirement for acquisitions that, by virtue of the size, business volume, or number of employees are unlikely to materially affect competitive markets in California.

(c) The regulations may authorize the Attorney General to request additional materials.

(d) The regulations may authorize adjustments in the filing fee, based on the size of the transaction, subject to the maximum amount set forth in subdivision (d) of Section 14701.

title: 1. CORPORATIONS


citation: CORP § 14703

text: If the Attorney General determines that they cannot complete an evaluation of the competitive effects of the acquisition before the parties intend to consummate the acquisition, the Attorney General may seek an order from the Superior Court of the County of Sacramento temporarily staying or preliminarily enjoining the acquisition for such time as is reasonably necessary for the Attorney General to complete the analysis.

title: 1. CORPORATIONS


citation: CORP § 14704

text:
(a) For acquisitions to which Section 18a of Title 15 of the United States Code applies, the Attorney General shall consider the extent to which information required to be submitted to the United States Department of Justice and the Federal Trade Commission may satisfy some or all of the need to carry out the applicable state laws. Any information that has been submitted to the Attorney General under provisions of federal law rendering them confidential shall be deemed to be confidential under California law.

(b) The submitting party may designate information submitted pursuant to this part as privileged or confidential. If the Attorney General disputes any claim of privilege or confidentiality, the Attorney General may give notice to the submitting party of that fact and give the submitting party, or other person interested in the claim of privilege or confidentiality, an opportunity to seek an order from the Superior Court of the County of Sacramento requiring the Attorney General not to make the designated information public. Except for information that the Attorney General agrees is privileged or confidential, or the court so determines, the information shall be available to the public under the California Public Records Act (Division 10 (commencing with Section 7920.000) of Title 1 of the Government Code).

(c) The Attorney General may disclose any notice and information filed under this part to the attorney general of any other state, the Federal Trade Commission, the United States Department of Justice, or to another state agency, as long as that other state attorney general, state agency, or federal agency operates under a law substantially similar to this statute to guarantee the privileged or confidential nature of the notice and information disclosed.

title: 1. CORPORATIONS


citation: CORP § 14706

text: Nothing in this section or any other law shall preclude the Attorney General or any person from bringing an action pursuant to this article or any other law to enjoin or seek divestiture of assets or ownership interests obtained in a completed acquisition or otherwise to restore competition.

title: 1. CORPORATIONS


citation: CORP § 14707

text:
(a) The failure to provide written notice, amendment to written notice, or other material required to be provided pursuant to this part shall be a violation of this part.

(b) In addition to any legal remedies the Attorney General may have, the Attorney General shall be entitled to injunctive relief and other equitable remedies a court deems appropriate for a violation of this part, shall be entitled to recover its attorney’s fees and costs incurred in remedying each violation, and shall be entitled to civil penalties of up to twenty thousand dollars ($20,000) for each day of noncompliance with the requirements of Section 14700.

title: 1. CORPORATIONS


citation: CORP § 15800

text:
(a) Every partnership, other than a foreign limited partnership, subject to Chapter 4.5 (commencing with Section 15900), or a commercial or banking partnership established and transacting business in a place outside the United States, that is domiciled without this state and has no regular place of business within this state, shall, within 40 days from the time it commences to do business in this state, file a statement in the office of the Secretary of State in accordance with Section 16309 designating some natural person or corporation as the agent of the partnership upon whom process issued by authority of or under any law of this state directed against the partnership may be served. A copy of the designation, duly certified by the Secretary of State, is sufficient evidence of the appointment.

(b) The process may be served in the manner provided in subdivision (b) of Section 16310 on the person so designated, or, in the event that no person has been designated, or if the agent designated for the service of process is a natural person and cannot be found with due diligence at the address stated in the designation, or if the agent is a corporation and no person can be found with due diligence to whom the delivery authorized by subdivision (b) of Section 16310 may be made for the purpose of delivery to the corporate agent, or if the agent designated is no longer authorized to act, then service may be made by personal delivery to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State of the process, together with a written statement signed by the party to the action seeking the service, or by the party’s attorney, setting forth the last known address of the partnership and a service fee as set forth in Section 12197 of the Government Code. The Secretary of State shall immediately give notice of the service to the partnership by forwarding the process to it by registered mail, return receipt requested, at the address given in the written statement.

(c) Service on the person designated, or personal delivery of the process and statement of address together with a service fee as set forth in Section 12197 of the Government Code to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State, pursuant to this section is a valid service on the partnership. The partnership so served shall appear within 30 days after service on the person designated or within 30 days after delivery of the process to the Secretary of State, Assistant Secretary of State, or a Deputy Secretary of State.

history: (History: Amended by Stats. 2025, Ch. 200, Sec. 17. (AB 1521) Effective January 1, 2026.)

title: 2. PARTNERSHIPS

path: 2. PARTNERSHIPS > 4. Process Agents for Certain Foreign Corporations


citation: CORP § 15900

text: This chapter may be cited as the Uniform Limited Partnership Act of 2008.

history: (History: Added by Stats. 2006, Ch. 495, Sec. 20. Effective January 1, 2007. Section operative January 1, 2008, pursuant to Section 15912.04.)

title: 2. PARTNERSHIPS

article: 1. General Provisions

path: 2. PARTNERSHIPS > 4.5. Uniform Limited Partnership Act of 2008 > 1. General Provisions


text:
In this chapter, the following terms have the following meanings:

(a) “Acknowledged” means that an instrument is either of the following:

(1) Formally acknowledged as provided in Article 3 (commencing with Section 1180) of Chapter 4 of Title 4 of Part 4 of Division 2 of the Civil Code.

(2) Executed to include substantially the following wording preceding the signature: “It is hereby declared that I am the person who executed this instrument, which execution is my act and deed. Any certificate of acknowledgment taken without this state before a notary public or a judge or clerk of a court of record having an official seal need not be further authenticated.”

(b) “Certificate of limited partnership” means the certificate required by Section 15902.01. The term includes the certificate as amended or restated.

(c) “Contribution,” except in the phrase “right of contribution,” means any benefit provided by a person to a limited partnership in order to become a partner or in the person’s capacity as a partner.

(d) “Debtor in bankruptcy” means a person that is the subject of either of the following:

(1) An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application.

(2) A comparable order under federal, state, or foreign law governing insolvency.

(e) “Designated office” means either of the following:

(1) With respect to a limited partnership, the office that the limited partnership is required to designate and maintain under Section 15901.14.

(2) With respect to a foreign limited partnership, its principal office.

(f) “Distribution” means a transfer of money or other property from a limited partnership to a partner in the partner’s capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.

(g) “Domestic corporation” means a corporation formed under the laws of this state.

(h) “Electronic transmission by the partnership” means a communication that meets both of the following requirements:

(1) It is delivered by any of the following means:

(A) Facsimile transmission or electronic mail when directed to the facsimile number or electronic mail address, respectively, for the recipient on the record with the partnership.

(B) Posting on an electronic message board or other electronic database, that the partnership has designated for the communication, together with a separate notice to the recipient of the posting, which shall be validly delivered upon the later of either the posting or delivery of the separate notice thereof.

(C) Other means of electronic communication.

(2) It is to a recipient that has provided an unrevoked consent to the use of the means of transmission used by the partnership in the electronic transmission.

(i) “Electronic transmission to the partnership” means a communication that meets both of the following requirements:

(1) It is delivered by any of the following means:

(A) Facsimile communication or other electronic mail when directed to the facsimile number or electronic mail address, respectively, that the partnership has provided from time to time to the partners for sending communications to the partnership.

(B) Posting on an electronic message board or electronic database that the partnership has designated for the communication. A transmission shall have been validly delivered upon the posting.

(C) Other means of electronic communication.

(2) It is a communication as to which the partnership has placed in effect reasonable measures to verify that the sender is the partner purporting to send the transmission, either in person or by proxy.

(j) “Foreign limited liability limited partnership” means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership.

(k) “Foreign limited partnership” means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.

(l) “Foreign other business entity” means an other business entity formed under the laws of any state other than this state or under the laws of a foreign country.

(m) “General partner” means:

(1) With respect to a limited partnership, a person to whom either of the following applies:

(A) The person becomes a general partner under Section 15904.01.

(B) The person was a general partner in a limited partnership when the limited partnership became subject to this chapter under subdivision (a) or (b) of Section 15912.06.

(2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.

(n) “Interests of all partners” means the aggregate interests of all partners in the current profits derived from business operations of the partnership.

(o) “Interests of limited partners” means the aggregate interests of all limited partners in their respective capacities as limited partners in the current profits derived from business operations of the partnership.

(p) “Limited partner” means:

(1) With respect to a limited partnership, a person to whom either of the following applies:

(A) The person becomes a limited partner under Section 15903.01 or subdivision (h) of Section 15907.02.

(B) The person was a limited partner in a limited partnership when the limited partnership became subject to this chapter under subdivision (a) or (b) of Section 15912.06.

(2) With respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.

(q) “Limited partnership or domestic limited partnership,” except in the phrases “foreign limited partnership” and “foreign limited liability limited partnership,” means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under Article 11 (commencing with Section 15911.01) or subdivisions (a) or (b) of Section 15912.06.

(r) “Mail” means first-class mail, postage prepaid, unless registered mail is specified. Registered mail includes certified mail.

(s) “Majority in interest of all partners” means more than 50 percent of the interests of all partners.

(t) “Majority in interest of the limited partners” means more than 50 percent of the interests of limited partners.

(u) “Other business entity” means a corporation, general partnership, limited liability company, business trust, real estate investment trust, or an unincorporated association other than a nonprofit association, but excludes a limited partnership.

(v) “Parent” of a limited partnership means any of the following:

(1) A general partner of the limited partnership.

(2) A person possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of a general partner of the limited partnership.

(3) A person owning, directly or indirectly, limited partnership interests possessing more than 50 percent of the aggregate voting power of the limited partnership.

(w) “Partner” means a limited partner or general partner.

(x) “Partnership agreement” means the partners’ agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.

(y) “Person” means an individual, partnership, limited partnership, trust, estate, association, corporation, limited liability company, or other entity, whether domestic or foreign.

(z) “Person dissociated as a general partner” means a person dissociated as a general partner of a limited partnership.

(aa) “Principal office” means the office where the principal office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.

(ab) “Proxy” means a written authorization signed by a partner or the partner’s attorney in fact giving another person the power to vote with respect to the interest of that partner. “Signed,” for the purpose of this subdivision, means the placing of the partner’s name on the proxy, whether by manual signature, typewriting, telegraphic transmission, or otherwise, by the partner or the partner’s attorney in fact.

(ac) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(ad) “Required information” means the information that a limited partnership is required to maintain under Section 15901.11.

(ae) “Return of capital” means any distribution to a partner to the extent that the aggregate distributions to that partner do not exceed that partner’s contributions to the partnership.

(af) “Sign” means either of the following:

(1) To execute or adopt a tangible symbol with the present intent to authenticate a record.

(2) To attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.

(ag) “State” means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.

(ah) “Time a notice is given or sent,” unless otherwise expressly provided, means any of the following:

(1) The time a written notice to a partner or the limited partnership is deposited in the United States mail.

(2) The time any other written notice is personally delivered to the recipient, is delivered to a common carrier for transmission, or is actually transmitted by the person giving the notice by electronic means to the recipient.

(3) The time any oral notice is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe will promptly communicate it to the recipient.

(ai) (1) “Transact intrastate business” means, for purposes of registration, entering into repeated and successive transactions of business in this state, other than interstate or foreign commerce.

(2) A foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely because of its status as one or more of the following:

(A) A shareholder of a foreign corporation transacting intrastate business.

(B) A shareholder of a domestic corporation.

(C) A limited partner of a foreign limited partnership transacting intrastate business.

(D) A limited partner of a domestic limited partnership.

(E) A member or manager of a foreign limited liability company transacting intrastate business.

(F) A member or manager of a domestic limited liability company.

(3) Without excluding other activities that may not constitute transacting intrastate business, a foreign limited partnership shall not be considered to be transacting intrastate business within the meaning of paragraph (1) solely by reason of carrying on in this state one or more of the following activities:

(A) Maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims and disputes.

(B) Holding meetings of its partners or carrying on other activities concerning its internal affairs.

(C) Maintaining bank accounts.

(D) Maintaining offices or agencies for the transfer, exchange, and registration of its securities or depositories with relation to its securities.

(E) Effecting sales through independent contractors.

(F) Soliciting or procuring orders, whether by mail or through employees or agents or otherwise, where the orders require acceptance without this state before becoming binding contracts.

(G) Creating or acquiring evidences of debt or mortgages, liens, or security interests on real or personal property.

(H) Securing or collecting debts or enforcing mortgages and security interests in property securing the debts.

(I) Conducting an isolated transaction completed within a period of 180 days and not in the course of a number of repeated transactions of like nature.

(J) Transacting business in interstate commerce.

(4) A person shall not be deemed to be transacting intrastate business in this state within the meaning of paragraph (1) solely because of the person’s status as a limited partner of a domestic limited partnership or a foreign limited partnership registered to transact intrastate business in this state.

This definition shall not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, jurisdiction, or other regulation under any other law of this state.

(aj) “Transfer” includes an assignment, conveyance, deed, bill of sale, lease, mortgage, creation of a security interest or encumbrance, gift, and transfer by operation of law.

(ak) “Transferable interest” means a partner’s right to receive distributions.

(al) “Transferee” means a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.

history: (History: Amended by Stats. 2022, Ch. 617, Sec. 86. (SB 1202) Effective January 1, 2023.)

title: 2. PARTNERSHIPS

chapter: 4.5. Uniform Limited Partnership Act of 2008

article: 1. General Provisions


text:
(a) A person knows a fact if the person has actual knowledge of it.

(b) A person has notice of a fact if the person:

(1) knows of it;

(2) has received a notification of it;

(3) has reason to know it exists from all of the facts known to the person at the time in question; or

(4) has notice of it under subdivision (c) or (d).

(c) A certificate of limited partnership on file in the office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subdivision (d), the certificate is not notice of any other fact.

(d) A person has notice of:

(1) another person’s dissociation as a general partner, 90 days after the effective date of an amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a certificate of dissociation pertaining to the other person, whichever occurs first;

(2) a limited partnership’s dissolution, 90 days after the effective date of an amendment to the certificate of limited partnership stating that the limited partnership is dissolved;

(3) a limited partnership’s termination, 90 days after the effective date of a certificate of cancellation;

(4) a limited partnership’s conversion under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of conversion; or

(5) a merger under Article 11 (commencing with Section 15911.01), 90 days after the effective date of the certificate of merger.

(e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.

(f) A person receives a notification when the notification:

(1) comes to the person’s attention; or

(2) is delivered at the person’s place of business or at any other place held out by the person as a place for receiving communications.

(g) Except as otherwise provided in subdivision (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual’s attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual’s regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

(h) A general partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner’s knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.

title: 2. PARTNERSHIPS

article: 1. General Provisions


text:
(a) A limited partnership is an entity distinct from its partners.

(b) A limited partnership may be organized under this chapter for any lawful purpose. A limited partnership may engage in any lawful business activity, whether or not for profit, except the banking business, the business of issuing policies of insurance and assuming insurance risks, or the trust company business.

(c) A limited partnership has a perpetual duration.

title: 2. PARTNERSHIPS

article: 1. General Provisions


text: A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.

title: 2. PARTNERSHIPS

article: 1. General Provisions


text: The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.

title: 2. PARTNERSHIPS

article: 1. General Provisions


text:
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.

(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in Section 3289 of the Civil Code.

title: 2. PARTNERSHIPS

article: 1. General Provisions


text:
(a) The name of a limited partnership may contain the name of any partner.

(b) The name of a limited partnership shall contain the phrase “limited partnership” or the abbreviation “L.P.” or “LP” at the end of its name.

(c) The name of a foreign limited liability limited partnership that is applying for a certificate of registration pursuant to Section 15909.02 shall contain the phrase “limited liability limited partnership” or the abbreviation “LLLP” or “L.L.L.P.” and shall not contain the abbreviation “L.P.” or “LP.”

(d) The name of a limited partnership shall not be a name that the Secretary of State determines is likely to mislead the public and shall be distinguishable in the records of the Secretary of State from all of the following:

(1) The name of any limited partnership that has previously filed a certificate pursuant to Section 15902.01 or any foreign limited partnership registered pursuant to Section 15909.01.

(2) Each name reserved under Section 15901.09.

(e) The use by a limited partnership of a name in violation of this section may be enjoined notwithstanding the filing of its certificate of limited partnership by the Secretary of State.

(f) Subject to Section 15909.05, this section applies to any foreign limited partnership transacting business in this state, having a certificate of registration to transact business in this state, or applying for a certificate of registration.

(g) The name shall not include the words “bank,” “trust,” “trustee,” “incorporated,” “inc.,” “corporation,” or “corp.” and shall not include the words “insurer” or “insurance company” or any other words suggesting that it is in the business of issuing policies of insurance and assuming insurance risks.

history: (History: Amended by Stats. 2022, Ch. 617, Sec. 87. (SB 1202) Effective January 1, 2023.)

title: 2. PARTNERSHIPS

article: 1. General Provisions


text:
(a) The exclusive right to the use of a name that complies with Section 15901.08 may be reserved by:

(1) a person intending to organize a limited partnership under this chapter and to adopt the name;

(2) a limited partnership or a foreign limited partnership authorized to transact business in this state intending to adopt the name;

(3) a foreign limited partnership intending to obtain a certificate of registration to transact business in this state and adopt the name;

(4) a person intending to organize a foreign limited partnership and intending to have it obtain a certificate of registration to transact business in this state and adopt the name;

(5) a foreign limited partnership formed under the name; or

(6) a foreign limited partnership formed under a name that does not comply with subdivision (b) or (c) of Section 15901.08, but the name reserved under this paragraph may differ from the foreign limited partnership’s name only to the extent necessary to comply with subdivision (b) or (c) of Section 15901.08.

(b) Upon payment of the fee prescribed by Section 12188 of the Government Code, any person may apply to reserve a name under subdivision (a), and obtain from the Secretary of State a certificate of reservation of any name not prohibited by Section 15901.08. If the Secretary of State finds that the name is available for use by the applicant, the Secretary of State shall issue a certificate of name reservation and thereby reserve the name for the exclusive use of the applicant for 60 days.

(c) An applicant that has reserved a name pursuant to subdivision (b) may reserve the same name for an additional 60-day period. The Secretary of State shall not issue a certificate reserving the same name for two or more consecutive 60-day periods to the same applicant or for the use or benefit of the same person.

(d) A person that has reserved a name under this section may transfer the reserved name to another person, effective upon delivery to the Secretary of State of a signed notice of transfer that states the reserved name and the name and address of the person to which the reservation is to be transferred.

history: (History: Amended by Stats. 2014, Ch. 834, Sec. 21. (SB 1041) Effective January 1, 2015.)

title: 2. PARTNERSHIPS

article: 1. General Provisions


text:
(a) Except as otherwise provided in subdivision (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.

(b) A partnership agreement may not do any of the following:

(1) Vary a limited partnership’s power under Section 15901.05 to sue, be sued, and defend in its own name.

(2) Vary the law applicable to a limited partnership under Section 15901.06.

(3) Vary the requirements of Section 15902.04.

(4) Vary the information required under Section 15901.11 or unreasonably restrict the right to information under Section 15903.04 or 15904.07, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use.

(5) Eliminate the duty of loyalty under Section 15904.08, but the partnership agreement may do either or both of the following:

(A) Identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable.

(B) Specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty.

(6) Unreasonably reduce the duty of care under subdivision (c) of Section 15904.08.

(7) Eliminate the obligation of good faith and fair dealing under subdivision (b) of Section 15903.05 and subdivision (d) of Section 15904.08, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable.

(8) Vary the power of a person to dissociate as a general partner under subdivision (a) of Section 15906.04 except to require that the notice under subdivision (a) of Section 15906.03 be in a record.

(9) Eliminate the power of a court to decree dissolution in the circumstances specified in subdivision (a) of Section 15908.02.

(10) Vary the requirement to wind up the partnership’s business as specified in Section 15908.03.

(11) Unreasonably restrict the right to maintain an action under Article 10 (commencing with Section 15910.01).

(12) Restrict the right of a partner to approve a conversion or merger.

(13) Vary the provisions of Article 11.5 (commencing with Section 15911.20), except to the extent expressly permitted by such provisions.

(14) Restrict rights under this chapter of a person other than a partner or a transferee.

history: (History: Amended by Stats. 2007, Ch. 130, Sec. 41. Effective January 1, 2008.)

title: 2. PARTNERSHIPS

article: 1. General Provisions