Corp. Code, § 12317 · Article 4. Articles of Incorporation
Corp. Code, § 12317
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) A worker cooperative may, in its articles or bylaws, establish itself as a capital account cooperative.
(b) The articles or bylaws of a capital account cooperative may authorize assignment of a portion of retained net earnings and net losses to an unallocated capital account. The unallocated capital account in a capital account cooperative shall reflect any paid-in capital and retained net earnings not allocated to individual members. Earnings assigned to the unallocated capital account may be used for any and all corporate purposes, as determined by the board of directors.
(c) The system of member and unallocated capital accounts may be used to determine the redemption price of member shares, capital stock, and written notices of allocation. The articles or bylaws may provide for the capital account cooperative worker cooperative to pay or credit interest on the balance in each member’s capital account.
(d) The articles or bylaws of a capital account cooperative may permit the periodic redemption of written notices of allocation and capital stock and shall provide for recall and redemption of membership shares upon termination of membership in the cooperative. However, no redemption may occur that would result in the liability of any director or officer pursuant to Article 3 (commencing with Section 12370) of Chapter 2.
(e) As used in this section, “written notice of allocation” has the same meaning as defined in Section 1388 (b) of the Internal Revenue Code.
Notes and commentary — not statutory text
History
Amended by Stats. 2018, Ch. 92, Sec. 48. (SB 1289) Effective January 1, 2019.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=12317.
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