Corp. Code, § 12440 · Article 5. Rights and Obligations of Members and Creditors
Corp. Code, § 12440
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) A member of a corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
(b) No person is liable for any obligation arising from membership unless the person was admitted to membership upon the person’s application or with the person’s consent.
(c) The ownership of an interest in real property, when a condition of its ownership is membership in a corporation, shall be considered consent to such membership for the purpose of this section.
Notes and commentary — not statutory text
History
Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.
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=12440.
- Text hash
- sha256 982cbec0c1ecd4c13e2438d3f54c4cfc6b6c6f16994e16041420cba6fc9975c6
- Composed by
- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
Procedural information only. Not legal advice and not a substitute for the advice of an attorney. Confirm the current text with the official publisher before relying on it.