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When is a Shareholder Vote Required?

Logo for Avvo, where Dana Shultz answered a question about: when a shareholder vote is requiredThis post discusses when a California corporation must hold a shareholder vote.

It is based on an Avvo answer that I wrote recently. Please see Beside elections, are there corporate decisions that REQUIRE the vote of the shareholders?

California Shareholder Vote Requirements

A corporation must hold a shareholder vote to approve the following actions. Please note that this may not be a comprehensive list. Reference links are to the relevant California Corporations Code sections.

  • Electing directors at an annual shareholder meeting – Section 301.
  • Removing directors – Section 303.
  • Making loans to directors or officers – Section 315.
  • Amending the Articles of Incorporation – Section 902.
  • Disposing of all or substantially all of the corporation’s assets – Section 1001.
  • Under certain circumstances, converting a corporation to a different type of business entity – Section 1153.
  • Reorganizing a corporation – Section 1201.
  • Dissolving a corporation voluntarily – Section 1900.

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Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
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