Board and Shareholder Resolutions Toolkit (CA) | Practical Law A collection of board and shareholder resolutions for a privately held California corporation that can be included in board or shareholder minutes or written consents This Toolkit also includes forms of board minutes and board and shareholder written consents for use with the resolutions
California Code, Corporations Code - CORP § 409 | FindLaw Upon the declaration of any dividend on fully paid shares, the corporation shall declare a dividend upon partly paid shares of the same class, but only upon the basis of the percentage of the consideration actually paid thereon
California Corporations Code section 903 (2025) In the case of preferred shares, divide the shares of any class into series having different rights, preferences, privileges or restrictions or authorize the board to do so
California Corporations Code § 603 (2025) - Justia Law (2) Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing
California Adopts Ratification and Verification Statute for Corporations The self-help process to ratify a defective corporate act (other than the initial appointment of directors) requires approval by the current board and, if the act would require shareholder approval at the time of ratification, by the shareholders
When Non-Voting Shares Must Approve A Reorganization Putting Sections 117 and 1201 (a) together, the shareholder approval requirement is a separate class vote of each class of outstanding shares of the corporation and approval by a majority of the outstanding shares of each class
Amending Articles Without Outstanding Share Approval California Corporations Code Section 902 generally requires that amendments to the articles of incorporation must be approved by the outstanding shares and the Board of Directors
California Corporations Code 902 – (a) After any shares have been . . . (c) Notwithstanding subdivision (a), unless the corporation has more than one class of shares outstanding, an amendment effecting only a stock split (including an increase in the authorized number of shares in proportion thereto) may be adopted with approval by the board alone
California Corporations Code Section 603 - California Attorney . . . (2) Prompt notice shall be given of the taking of any other corporate action approved by shareholders without a meeting by less than unanimous written consent, to those shareholders entitled to vote who have not consented in writing