Corp. Code, § 12505 · Chapter 8. Amendment of Articles
Corp. Code, § 12505
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating:
(1) The wording of the amendment or amended articles is in accordance with Section 12507;
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members (Section 12224) or the approval of 100 percent of the voting power is required, that the amendment was approved by the required vote of members; and
(4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment.
(b) In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 12535 shall be in lieu of any filing required under this chapter.
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=12505.
- Text hash
- sha256 b7d6b2399ff2812368bf40e16c58414a4bbecca5a1b5a80d578d810360542f3f
- 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
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