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California Code Corporations Code. GENERAL PROVISIONS Disclaimer : These codes may not be the most recent version. California may have more.
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- California Code, Corporations Code - CORP § 2011.
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Corporations that have been in existence for several years and that have a proven track record for quality work or services may be a better option in the long term, even though their bid may be a little higher than their competitors. Another potential tell tale sign of trouble is if the subject corporation has been through multiple different, but similar corporate entities.
This may be especially true if the corporations have all engaged in the same or nearly identical businesses.
This could mean that the people who formed the corporations have attempted to avoid corporate liability in the past by abandoning their old corporation in favor of forming a new one. If developers nevertheless decide to transact business with an out-of-state corporation despite some of these potential red flags, they should take heed of the possibility that the laws of another state may preclude them from recovering against the out-of-state corporation if a lawsuit arises after the out-of-state corporation has been dissolved or is no longer active. In , the California Legislature amended the California Corporations Code to add a value component to the statutory test governing distributions to shareholders.
These changes were meant to simplify and modernize the guidelines for California corporations to follow when distributing dividends. As the best corporate attorney in Los Angeles will tell you, these changes create the potential for new risks and rewards for investors.
Cal. Corp. Code § 2010
Of all the changes to the Code, the test for distributions stands out. A corporation was required to satisfy both a solvency test and either a retained earnings test or a two-pronged balance sheet test before distributing any dividends to shareholders. Before diving into the specifics of this standard and the impacts of the recent changes, it is important to understand why the restrictions exist in the first place. Although rigorous and often bordering on inflexible, an experienced corporate attorney knows the rules protect both the corporation, its shareholders, and its creditors.
Because corporate directors are personally liable for any improper distribution, a board could easily rely on the older, more objective standard to protect themselves from liability later on.
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Choose from a broad listing of topics suited for law firms, corporate legal departments, and government entities. Individual courses and subscriptions available. Wyatt, Jr.
It describes California's Corporate Flexibility Act of , establishing a new Division of the Corporations Code making it possible for California for-profit businesses to introduce social responsibility and environmental awareness objectives into their missions - to let those corporations with shareholder approval follow a new program of "profit meets conscience.