CHAPTER 20. Transition Provisions [12690. - 12704.]

Cal. Corporations Code - CORP 20.

in effect

Cal. Corporations Code - CORP § 12690. Section 12690.

As used in Sections 12690 to 12704, inclusive, of this part: (a) “New law” means Part 2 (commencing with Section 12200) of Division 3 of Title 1 of the Corporations Code enacted by the California Legislature during the 1981–82 Regular Session and operative January 1, 1984. (b) “Prior law” means Part 2 (commencing with Section 12220) of Division 3 of Title 1 of the Corporations Code in effect on December 31, 1983. (c) “Subject corporation” means any corporation described in subdivision (a) of Section 12202 and subject to the prior law.

Cal. Corporations Code - CORP § 12691. Section 12691.

(a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, under Part 2 (commencing with Section 12200) of this division or which are expressly governed by Part 2 pursuant to a particular provision of this division or other specific statutory provision. (b) Except as otherwise expressly provided in this chapter, the new law shall apply to all subject corporations and to all actions taken by the directors, officers, or members of such corporations, on or after January 1, 1984. (c) Except as otherwise expressly provided in this chapter, all of the sections of the new law governing acts, contracts, or other transactions by a subject corporation or its directors, officers, or members, shall apply only to the acts, contracts, or transactions occurring on or after January 1, 1984, and the prior law shall govern acts, contracts, or transactions occurring before January 1, 1984. (d) Except as otherwise expressly provided in this chapter, any vote or consent by the directors or members of a subject corporation prior to January 1, 1984, in accordance with the prior law, shall be effective in accordance with that law. If any certificate or document is required to be filed in any public office of this state relating to such vote or consent, it may be filed on or after January 1, 1984, in accordance with the prior law.

Cal. Corporations Code - CORP § 12692. Section 12692.

(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisions of the new law not otherwise applicable to it under this chapter. (b) The amendment described in subdivision (a) may be adopted by the board alone, except that if such amendment makes any change in the articles other than conforming the statement of purposes of the subject corporation to Section 12310, deleting any references to the location of its principal office, deleting any statement of par value or any statement regarding the number of directors, or conforming any such statement to Section 12331 (subject to Section 12694), the amendment shall also be approved by the members (Section 12224) if such approval is otherwise required for the changes made. (c) The amendment shall not name the corporation’s initial agent for service of process if a report required by Section 12570 has been filed.

Cal. Corporations Code - CORP § 12693. Section 12693.

Section 12320 of the new law shall apply to subject corporations, but any statement in the articles of these corporations prior to an amendment thereof pursuant to Section 12692, relating to the powers of the corporation, shall not be construed as a limitation unless it is expressly stated as such.

Cal. Corporations Code - CORP § 12694. Section 12694.

Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasurer of these corporations shall be deemed to be the chief financial officer unless otherwise provided in the articles or bylaws.

Cal. Corporations Code - CORP § 12695. Section 12695.

Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based occurred before or after January 1, 1984. Any statement relating to indemnification contained in the articles or bylaws of a subject corporation shall not be construed as limiting the indemnification permitted by Section 12377, unless it is expressly stated as so intended.

Cal. Corporations Code - CORP § 12696. Section 12696.

(a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Section 12480) of the new law shall apply to any meeting of members of a subject corporation, held on or after January 1, 1984, and to any action by such members pursuant to a written ballot, which becomes effective on or after January 1, 1984, and to any vote cast at such a meeting or ballot, given for such action, whether or not a ballot was executed by the member prior to January 1, 1984. (b) Notwithstanding subdivision (a), the prior law shall apply to any meeting of members and to any vote cast at such a meeting if the meeting was initially called for a date prior to January 1, 1984, and notice thereof was given to members entitled to vote at the meeting.

Cal. Corporations Code - CORP § 12697. Section 12697.

Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with respect to a subject corporation. The prior law shall govern actions which are commenced prior to January 1, 1984, but are still pending on January 1, 1984.

Cal. Corporations Code - CORP § 12698. Section 12698.

Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new law shall apply to transactions consummated by a subject corporation on or after January 1, 1984, unless the approval required by the prior law has been given prior to January 1, 1984, or has been given on or after January 1, 1984, at a meeting of members initially called for a date prior to January 1, 1984, in which case the transaction shall be governed by the prior law.

Cal. Corporations Code - CORP § 12699. Section 12699.

Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new law shall apply to acts for involuntary dissolution of a subject corporation commenced on or after January 1, 1984. The prior law shall govern any of these actions which are commenced prior to January 1, 1984, but are still pending on January 1, 1984.

Cal. Corporations Code - CORP § 12700. Section 12700.

Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new law shall apply to any voluntary dissolution proceeding initiated with respect to a subject corporation by the filing on or after January 1, 1984, of an election to wind up and dissolve. The prior law shall govern any of these proceedings so initiated prior to January 1, 1984.

Cal. Corporations Code - CORP § 12701. Section 12701.

When any corporate agent has been designated for service of process prior to January 1, 1984, and such designation of an agent included a name of a city, town, or village where the corporate agent maintained an office, service on such an agent may be effected at any office of the agent set forth in the certificate of the corporate agent filed pursuant to Section 1505, 6213, 8213, or 12573, or filed pursuant to Section 3301.5, 3301.6, 6403.5, or 6403.6 as in effect prior to January 1, 1977.

Cal. Corporations Code - CORP § 12702. Section 12702.

Any subject corporation that existed on the first day of January 1873, was formed under the laws of this state, and which has not already elected to continue its existence under the prior law, may at any time elect to continue its existence under the provisions of this code applicable thereto, (a) by the unanimous vote of all its directors, (b) by the vote of the members representing a majority of the voting power of the corporation at an election held at any annual meeting of the members or at any meeting called by the directors for the express purpose of considering this subject, or (c) by action of the directors upon the written consent of the members representing a majority of the voting power of the corporation. A certificate of the action of the directors, signed by the directors and the secretary, shall be filed in the office of the Secretary of State when the election is made by the unanimous vote of the directors or upon the written consent of the members. A certificate of the proceedings of the meeting of the members when the election is made at any such meeting, signed by the chairperson and secretary of the meeting and a majority of the directors, shall be filed in the office of the Secretary of State. Thereafter, the corporation shall continue its existence under the provisions of this code which are applicable thereto, and shall possess all the rights and powers, and shall be subject to all the obligations, restrictions, and limitations, prescribed thereby.

Cal. Corporations Code - CORP § 12704. Section 12704.

If the corporate rights, privileges, and powers of a subject corporation have been suspended and are still suspended immediately prior to January 1, 1984 pursuant to the prior law, as a result of its incorporation of the General Nonprofit Corporation Law (commencing with Section 9000) in effect on December 31, 1979, and the incorporation by the General Nonprofit Corporation Law of Sections 5700 through 5908 of the prior law (Section 2300), such sections and provisions continue to apply to such corporation until restoration by the controller pursuant to such sections.

Source: CA Legislative Counsel Bulk DataURL: https://downloads.leginfo.legislature.ca.gov/pubinfo_2025.zipFetched: 6/27/2026