This 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.
- Cumulative Voting: Board Representation for Minority Shareholders
- What Is a Unanimous Written Consent?
Dana H. Shultz, Attorney at Law +1 510-547-0545 dana [at] danashultz [dot] com
This blog does not provide legal advice and does not create an attorney-client relationship. If you need legal advice, please contact a lawyer directly.