California Corporations Code

§ 119

CORP § 119 Effective Jan 1, 2023Div. 1 · Title 1 · Ch. 1

Statute text

(a)(1) Otherwise lawful corporate actions not in compliance, or purportedly not in compliance, with this division or the articles, bylaws, or a plan or agreement to which the corporation is a party in effect at the time of the corporate action, may be ratified, or validated by the superior court, in accordance with the provisions of this section.

(2)Except as otherwise determined by the superior court pursuant to subdivision (e), a ratification or validation of a corporate action in accordance with this section is conclusive in the absence of fraud.

(3)This section does not limit the authority of the board, the shareholders, or the corporation to effect any other lawful means of ratification or validation of a corporate action or correction of a record.

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Legislative history

Added by Stats. 2022, Ch. 217, Sec. 2. (SB 218) Effective January 1, 2023.