California General Corporation Law
California Corporation Bylaws, Minutes & Record-Keeping
Updated · 7 min read
California's corporate statute has some features that differ from other states, including a specific annual report to shareholders requirement and a Statement of Information filed soon after formation. Small corporations should understand both.
This page summarizes, in general terms, bylaws, meetings, records and state filings for California corporations.
Table of contents
Governing law
California corporations are formed under the California General Corporation Law, part of the California Corporations Code. The formation document is the articles of incorporation filed with the California Secretary of State.
Bylaws
California bylaws are adopted internally and are not filed with the Secretary of State. Certain provisions — for example, a variable range for the number of directors — have specific rules under California law, so it is worth having bylaws reviewed for California compliance. See what are corporate bylaws and how to write corporate bylaws.
Meetings and minutes
As a general rule, shareholders hold an annual meeting to elect directors. The board may act at a meeting or by unanimous written consent where permitted by law and the bylaws. California allows shareholder action by written consent in many cases, with special rules for electing directors by consent.
Record every action in minutes or a signed consent. See annual board meeting minutes and annual shareholder meeting minutes.
California formation documents
Customized bylaws and organizational records can be prepared for a California corporation's directors, officers and shares.
Required records and stock records
In general terms, California law requires a corporation to keep adequate and correct books and records of account, minutes of the proceedings of its shareholders, board and committees, and a record of its shareholders giving their names and addresses and the number and class of shares held. Shareholders have inspection rights for certain records.
The shareholder record functions as the stock ledger. See stock ledger and stock certificates for how to keep it consistent with board-approved issuances.
Annual report to shareholders
California law also contains an annual report to shareholders requirement. Corporations with fewer than 100 holders of record may waive this requirement in their bylaws. Because the details matter, confirm with California counsel whether and how your bylaws address it.
Statement of Information
California corporations file a Statement of Information with the California Secretary of State within 90 days after incorporation and annually thereafter. The statement lists officers, directors, addresses and the agent for service of process. Keeping it current is part of maintaining good standing.
Agent for service of process
Every California corporation must designate an agent for service of process — an individual with a California address or a registered corporate agent. A California corporation doing business in other states may need to foreign-qualify there; see our state pages.
Records to keep
| Record | Notes for California |
|---|---|
| Articles of incorporation and amendments | As filed with the Secretary of State |
| Bylaws and amendments | Including any annual report waiver |
| Organizational minutes or consent | See initial organizational minutes |
| Minutes of shareholder, board and committee proceedings | Required by California law |
| Record of shareholders | Names, addresses, number and class of shares |
| Books and records of account | Adequate and correct |
| Statements of Information | Initial and annual filings |
| Agent for service of process | And any changes |
Frequently asked questions
When does a California corporation file its Statement of Information?
Within 90 days after incorporation and annually thereafter, with the California Secretary of State.
Are California bylaws filed with the state?
No. Bylaws are adopted internally and kept with the corporate records.
Does a small California corporation have to send an annual report to shareholders?
California has an annual report to shareholders requirement that corporations with fewer than 100 holders of record may waive in the bylaws. Confirm with counsel how it applies to you.
What records must a California corporation keep?
In general, adequate and correct books of account, minutes of shareholder, board and committee proceedings, and a record of shareholders.
Does California require an agent for service of process?
Yes. Every California corporation must designate an agent for service of process.
Requirements change — verify with the official state agency and a licensed attorney. This is general information, not legal advice. See our disclaimer and other states.