State of the Nonprofit Regulatory Environment in CALIFORNIA

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

CA Code § 12580-12599.8

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - California Government Code §§ 12580-12599.8; California Code of Regulations Title 11, §§ 300-316, 999.1-999.9.5

CA Code § 300-316

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: No - California Government Code §§ 12580-12599.8; California Code of Regulations Title 11, §§ 300-316, 999.1-999.9.5

Registration Office

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: State of California Department of Justice https://oag.ca.gov/charities/forms

2 Notice, Filing or Review of Transactions

Sale of Assets

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 5913

REGULATORY BODY: Attorney General

STATUTE TEXT: Except for an agreement or transaction subject to Section 5914 or 5920, a corporation shall give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the transaction is in the usual and regular course of its activities or unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. This section shall not apply to a public benefit corporation that is exempt from the supervisory authority of the Attorney General pursuant to Sections 12581 and 12583 of the Government Code by virtue of being a committee, as defined in Section 82013 of the Government Code, that is required to and does file any statement pursuant to the provisions of Article 2 (commencing with Section 84200) of Chapter 4 of Title 9 of the Government Code. (Amended by Stats. 2011, Ch. 442, Sec. 7. (AB 1211) Effective January 1, 2012.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

CA Code § 7913

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of any or all of the assets held in trust unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1978, Ch. 567.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

CA Code § 9633

REGULATORY BODY: Attorney General

STATUTE TEXT: A corporation must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of all or substantially all of its assets unless the Attorney General has given the corporation a written waiver of this section as to the proposed transaction. (Added by Stats. 1979, Ch. 724.)

NOTES: Pub. Benefit Corp - Cal. Corp Code § 5913; Mutual Benefit Corp - Cal. Corp. Code § 7913; Rel. Corp - Cal. Corp. Code § 9633

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

Mergers

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 6010

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a public benefit corporation may only merge with another public benefit corporation or a religious corporation or a foreign nonprofit corporation or an unincorporated association the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes. In addition, a public benefit corporation that is exempt from the supervisory authority of the Attorney General pursuant to Sections 12581 and 12583 of the Government Code by virtue of being a committee, as defined in Section 82013 of the Government Code, that is required to and does file any statement pursuant to the provisions of Article 2 (commencing with Section 84200) of Chapter 4 of Title 9 of the Government Code, may merge with another public benefit corporation similarly exempt without having to obtain the Attorney Generalis consent. (b)At least 20 days prior to consummation of any merger allowed by subdivision (a), the Attorney General must be provided with a copy of the proposed agreement of merger. Terms Used In California Corporations Code 6010Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (c)Without the prior written consent of the Attorney General, when a merger occurs pursuant to subdivision (a), each member of a constituent corporation may only receive or keep a membership in the surviving corporation for or as a result of the memberis membership in the constituent corporation. (Amended by Stats. 2011, Ch. 442, Sec. 8. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

CA Code § 8010

REGULATORY BODY: Attorney General

STATUTE TEXT: A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with a public benefit corporation, or a religious corporation, or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes, must have the prior written consent of the Attorney General. (Amended by Stats. 2011, Ch. 442, Sec. 18. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

CA Code § 9640

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision (a) of Section 6010 and Sections 6011 and 6012. (b)A corporation may merge with any domestic corporation, foreign corporation, or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a religious corporation may only merge with another religious corporation or with a public benefit corporation or a foreign nonprofit corporation or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes. Terms Used In California Corporations Code 9640Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Bylaws: as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See California Corporations Code 9150Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.Person: includes a corporation as well as a natural person. See California Education Code 17496State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (c)The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other person or persons whose approval of an amendment of the articles is required by the articles or bylaws; and the approval by the members (Section 5034) or any other person or persons required by this section may be given before or after the approval by the board. (d)The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following: (1)The terms and conditions of the merger. (2)The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision (b) of Section 9122. (3)The amendments to the bylaws of the surviving corporation to be effected by the merger, if any. (4)The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation. (5)The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation. (6)Any other details or provisions as are desired, if any. (Amended by Stats. 2011, Ch. 442, Sec. 27. (AB 1211) Effective January 1, 2012.)

NOTES: Requires AG consent if corp is merging with different type of corp.: Pub. Benefit - Cal. Corp §6010; Mut. Benefit - Cal. Corp. § 8010; Rel. Benefit Corp. - Cal. Corp. § 9640

CA Code § 6014

REGULATORY BODY: Other

STATUTE TEXT: After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving corporation shall file a copy of the agreement of merger with an officersi certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, identifying any other person or persons whose approval is required, and stating that the principal terms of the agreement in the form attached were duly approved by the required vote of the members and (if applicable) such other person or persons. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 5008 and subject to the provisions of Section 6018) and the several parties thereto shall be one surviving corporation. The Secretary of State may certify a copy of the merger agreement separate from the officersi certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 15. Effective September 29, 2006.)

NOTES: Filing with Sec. of State - Pub. Benefit Corp; Cal. Corp. § 6014; Mut. Benefit Corp.; Cal. Corp. § 8014

CA Code § 8014

REGULATORY BODY: Other

STATUTE TEXT: After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file a copy of the agreement of merger with an officersi certificate of each constituent corporation attached stating the total number of memberships of each class entitled to vote on the merger, identifying any other person or persons whose approval is required, and that the principal terms of the agreement in the form attached were duly approved by the required vote of the members and, if applicable, any other person or persons. The merger and any amendment of the articles of the surviving corporation contained in the merger agreement shall thereupon be effective (subject to subdivision (c) of Section 5008 and subject to the provisions of Section 8018) and the several parties thereto shall be one corporation. The Secretary of State may certify a copy of the merger agreement separate from the officersi certificates attached thereto. (Amended by Stats. 2006, Ch. 773, Sec. 22. Effective September 29, 2006.)

NOTES: Filing with Sec. of State - Pub. Benefit Corp; Cal. Corp. § 6014; Mut. Benefit Corp.; Cal. Corp. § 8014

Certificate of Amendments

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 5817

REGULATORY BODY: Attorney General

STATUTE TEXT: Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification, or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. The Secretary of State shall forward a copy of the filed certificate of amendment to the Attorney General. (Amended by Stats. 2014, Ch. 834, Sec. 11. (SB 1041) Effective January 1, 2015.)

NOTES: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit (to change status) - Cal. Corp. Code 7813.5, 7820; Rel. Benefit - Cal. Corp. Code 9620-9621 (must comply with other sections).

CA Code § 5817

REGULATORY BODY: Other

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

CA Code § 7817

REGULATORY BODY: Other

STATUTE TEXT: Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie evidence of the performance of the conditions necessary to the adoption of the amendment. (Added by Stats. 1978, Ch. 567.)

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

CA Code § 9620

REGULATORY BODY: Other

STATUTE TEXT: (a)The provisions of Chapter 8 (commencing with Section 5810) of Part 2 apply to religious corporations except for Section 5813.5, the second sentence of Section 5817, and Section 5818. (b)A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual existence. If the filing of the certificate of amendment providing for perpetual existence would be prohibited if it were original articles by the provisions of Section 9122 the Secretary of State shall not file such certificate unless, by the same or a concurrently filed certificate of amendment, the articles of such corporation are amended to adopt a new available name. For the purpose of the adoption of any such amendment, persons who have been functioning as directors of such corporation shall be considered to have been validly elected even though their election may have occurred after the expiration of the original term of the corporate existence. Terms Used In California Corporations Code 9620Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Government Code 31831.2State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (Amended by Stats. 1981, Ch. 587, Sec. 56.)

NOTES: Sec. of State: Pub. Benefit - Cal. Corp. Code § 5817; Mut. Benefit - Cal. Corp. Code § 7817; Rel. Benefit - Cal. Corp. Code § 9620

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 17510.9

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: 990 submitted with renewal application; Separate financial report required if organization “collected more than 50 percent of its annual income and more than one million dollars ($1,000,000) in charitable contributions from donors in this state during the previous calendar year”: West’s Ann.Cal.Bus. & Prof.Code § 17510.9

3 Notice or Action for Dissolutions

Voluntary Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

DISSOLV-VOLUNT-AG

REGULATORY BODY: Attorney General

NOTES: Pub. Benefit Corp - Cal. Corp. Code Sec. 6617; Mutual Benefit Corp (holding in charitable trust) Cal. Corp. Code Sec. 8611; Rel. Corp. Cal. Corp. Code Sec. 9680

DISSOLV-VOLUNT-OT

REGULATORY BODY: Other

NOTES: Secretary of State: Pub. Benefit Corp - Cal. Corp. Code Sec. 6615; Mutual Benefit Corp - Cal. Corp. Code Sec. 8615; Rel. Corp. - Cal. Corp. Code Sec. 9680

Judicial Dissolutions

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 6511

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney Generalis own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1)The corporation has seriously offended against any provision of the statutes regulating corporations or charitable organizations. Terms Used In California Corporations Code 6511Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (2)The corporation has fraudulently abused or usurped corporate privileges or powers. (3)The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4)The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b)If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c)In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d)Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporationis last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

CA Code § 8511

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)The Attorney General may bring an action against any corporation or purported corporation in the name of the people of this state, upon the Attorney Generalis own information or upon complaint of a private party, to procure a judgment dissolving the corporation and annulling, vacating or forfeiting its corporate existence upon any of the following grounds: (1)The corporation has seriously offended against any provision of the statutes regulating corporations. Terms Used In California Corporations Code 8511Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491State: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (2)The corporation has fraudulently abused or usurped corporate privileges or powers. (3)The corporation has violated any provision of law by any act or default which under the law is a ground for forfeiture of corporate existence. (4)The corporation has failed to pay to the Franchise Tax Board for a period of five years any tax imposed upon it by the Bank and Corporation Tax Law. (b)If the ground of the action is a matter or act which the corporation has done or omitted to do that can be corrected by amendment of its articles or by other corporate action, such suit shall not be maintained unless (1) the Attorney General, at least 30 days prior to the institution of suit, has given the corporation written notice of the matter or act done or omitted to be done and (2) the corporation has failed to institute proceedings to correct it within the 30-day period or thereafter fails to duly and properly make such amendment or take the corrective corporate action. (c)In any such action the court may order dissolution or such other or partial relief as it deems just and expedient. The court also may appoint a receiver for winding up the affairs of the corporation or may order that the corporation be wound up by its board subject to the supervision of the court. (d)Service of process on the corporation may be made pursuant to Chapter 17 (commencing with Section 1700) of Division 1 or by written notice to the president or secretary of the corporation at the address indicated in the corporationis last tax return filed pursuant to the Bank and Corporation Tax Law. The Attorney General shall also publish one time in a newspaper of general circulation in the proper county a notice to the members of the corporation. (Added by Stats. 1978, Ch. 567.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

CA Code § 9680

REGULATORY BODY: Attorney General

STATUTE TEXT: (a)Chapters 16 (commencing with Section 6610) and 17 (commencing with Section 6710) of Part 2 apply to religious corporations except for Sections 6610, 6614, 6710, 6711 and 6716. (b)(1)Any corporation may elect voluntarily to wind up and dissolve (A) by approval of a majority of all the members (Section 5033) or (B) by approval of the board and approval of the members (Section 5034). Terms Used In California Corporations Code 9680Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.Bylaws: as used in this part means the code or codes of rules used, adopted, or recognized for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See California Corporations Code 9150Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491directors: means natural persons, designated in the articles or bylaws or elected by the incorporators, and their successors and natural persons designated, elected, or appointed by any other name or title to act as members of the governing body of the corporation. See California Government Code 31831.2Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.Person: includes a corporation as well as a natural person. See California Education Code 17496Quorum: The number of legislators that must be present to do business.Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (2)Any corporation which comes within one of the following descriptions may elect by approval of the board to wind up and dissolve: (A)A corporation which has been the subject of an order for relief in bankruptcy. (B)A corporation which has disposed of all its assets and has not conducted any activity for a period of five years immediately preceding the adoption of the resolution electing to dissolve the corporation. (C)A corporation which has no members. (D)A corporation which is required to dissolve under provisions of its articles adopted pursuant to subparagraph (i) of paragraph (2) of subdivision (a) of Section 9132. (3)If a corporation comes within one of the descriptions in paragraph (2) and if the number of directors then in office is less than a quorum, it may elect to voluntarily wind up and dissolve by any of the following: (A)The unanimous consent of the directors then in office. (B)The affirmative vote of a majority of the directors then in office at a meeting held pursuant to waiver of notice by those directors complying with paragraph (3) of subdivision (a) of Section 9211. (C)The vote of a sole remaining director. (4)If a corporation elects to voluntarily wind up and dissolve pursuant to paragraph (3), references to the board in this chapter shall be deemed to be to a board consisting solely of those directors or that sole director and action by the board shall require at least the same consent or vote as would be required under paragraph (3) for an election to wind up and dissolve. (c)If a corporation is in the process of voluntary winding up, the superior court of the proper county, upon the petition of (1) the corporation, or (2) the authorized number (Section 5036), or (3) the Attorney General, or (4) three or more creditors, and upon such notice to the corporation and members and creditors as the court may order, may take jurisdiction over the voluntary winding up proceeding if that appears necessary for the protection of the assets of the corporation. The court, if it assumes jurisdiction, may make such orders as to any and all matters concerning the winding up of the affairs of the corporation and the protection of its creditors and its assets as justice and equity may require. Chapter 15 (commencing with Section 6510) (except Sections 6510 and 6511) shall apply to those court proceedings. (d)The powers and duties of the directors (or other persons appointed by the court pursuant to Section 6515) and officers after commencement of a dissolution proceeding include, but are not limited to, the following acts in the name and on behalf of the corporation: (1)To elect officers and to employ agents and attorneys to liquidate or wind up its affairs. (2)To continue the conduct of the affairs of the corporation insofar as necessary for the disposal or winding up thereof. (3)To carry out contracts and collect, pay, compromise, and settle debts and claims for or against the corporation. (4)To defend suits brought against the corporation. (5)To sue, in the name of the corporation, for all sums due or owing to the corporation or to recover any of its property. (6)To collect any amounts remaining unpaid on memberships or to recover unlawful distributions. (7)Subject to the provisions of Section 9142, to sell at public or private sale, exchange, convey, or otherwise dispose of all or any part of the assets of the corporation in an amount deemed reasonable by the board without compliance with Section 9631, and to execute bills of sale and deeds of conveyance in the name of the corporation. (8)In general, to make contracts and to do any and all things in the name of the corporation which may be proper or convenient for the purposes of winding up, settling and liquidating the affairs of the corporation. (e)After complying with Section 6713: (1)Except as provided in Section 6715, all of a corporationis assets shall be disposed of on dissolution in conformity with its articles or bylaws subject to complying with the provisions of any trust under which such assets are held. (2)Except as provided in subdivision (3), the disposition required in subdivision (1) shall be made by decree of the superior court of the proper county. The decree shall be made upon petition therefor, upon 30 daysi notice to the Attorney General, by any person concerned in the dissolution. (3)The disposition required in subdivision (1) may be made without the decree of the superior court, subject to the rights of persons concerned in the dissolution, if the Attorney General makes a written waiver of objections to the disposition. (f)A vacancy on the board may be filled during a winding up proceeding in the manner provided in Section 9224. (g)Chapter 15 (commencing with Section 6510) does not apply to religious corporations except to the extent its provisions apply under subdivision (d) of Section 6617, subdivision (c) of Section 6719, or subdivision (c) or (d) of this section. (Amended by Stats. 2009, Ch. 631, Sec. 35. (AB 1233) Effective January 1, 2010.)

NOTES: Public Benefit Corp - Cal. Corp. Code § 6511; Mutual Benefit Corp. - Cal.Corp.Code § 8511; Religious Corp - Cal.Corp.Code § 9680

CA Code § 6519

REGULATORY BODY: Other

STATUTE TEXT: Whenever a corporation is dissolved or its existence forfeited by order, decree or judgment of a court, a copy of the order, decree or judgment, certified by the clerk of court, shall forthwith be filed. The Secretary of State shall notify the Franchise Tax Board of the dissolution. (Amended by Stats. 2006, Ch. 773, Sec. 20. Effective September 29, 2006.)

NOTES: Judgement Filed with Sec.of State, who is to inform Franchise Tax Board of dissolution: Public Benefit Corp. Cal.Corp.Code § 6519; Mutual Benefit Cal.Corp.Code § 8519

CA Code § 8519

REGULATORY BODY: Other

NOTES: Judgement Filed with Sec.of State, who is to inform Franchise Tax Board of dissolution: Public Benefit Corp. Cal.Corp.Code § 6519; Mutual Benefit Cal.Corp.Code § 8519

Administrative Dissolutions

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

NOTES: N/A

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

NOTES: N/A

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 5914

REGULATORY BODY: Not Specific

STATUTE TEXT: (a)(1)Any nonprofit corporation that is defined in Section 5046 and operates or controls a health facility, as defined in Section 1250 of the Health and Safety Code, or operates or controls a facility that provides similar health care, regardless of whether it is currently operating or providing health care services or has a suspended license, shall be required to provide written notice to, and to obtain the written consent of, the Attorney General prior to entering into any agreement or transaction to do either of the following: (A)Sell, transfer, lease, exchange, option, convey, or otherwise dispose of, its assets to a for-profit corporation or entity or to a mutual benefit corporation or entity when a material amount of the assets of the nonprofit corporation are involved in the agreement or transaction. Terms Used In California Corporations Code 5914Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491department: whenever used in this code , unless the context otherwise requires, means the State Department of Education. See California Education Code 89Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCCState: means the State of California, unless applied to the different parts of the United States. See California Education Code 77 (B)Transfer control, responsibility, or governance of a material amount of the assets or operations of the nonprofit corporation to any for-profit corporation or entity or to any mutual benefit corporation or entity. (2)The substitution of a new corporate member or members that transfers the control of, responsibility for, or governance of the nonprofit corporation shall be deemed a transfer for purposes of this article. The substitution of one or more members of the governing body, or any arrangement, written or oral, that would transfer voting control of the members of the governing body, shall also be deemed a transfer for purposes of this article. (b)The notice to the Attorney General provided for in this section shall include and contain the information the Attorney General determines is required. The notice, including any other information provided to the Attorney General under this article, and that is in the public file, shall be made available by the Attorney General to the public in written form, as soon as is practicable after it is received by the Attorney General. The notice shall include a list of the primary languages spoken at the facility and the threshold languages for Medi-Cal beneficiaries, as determined by the State Department of Health Care Services for the county in which the facility is located. The Attorney General may require the nonprofit corporation to provide certain components of the notice in any of these languages. (c)This section shall not apply to a nonprofit corporation if the agreement or transaction is in the usual and regular course of its activities or if the Attorney General has given the corporation a written waiver of this section as to the proposed agreement or transaction. (d)This section shall apply to any foreign nonprofit corporation that operates or controls a health facility, as defined in Section 1250 of the Health and Safety Code, or a facility that provides similar health care, regardless of whether it is currently operating or providing health care services or has a suspended license. (Amended by Stats. 2017, Ch. 782, Sec. 1. (AB 651) Effective January 1, 2018.)

NOTES: Cal. Corp. Code § 5914

Requires Notice or Oversight

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 5914

REGULATORY BODY: Attorney General

NOTES: Cal. Corp. Code § 5914

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

NOTES: No

Requires Filing

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

HOSPCON-FILING-OT

REGULATORY BODY: Other

NOTES: No

5 Audits

Requires Audit

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12586(e)(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Cal. Gov. Code §12586(e)(1)

Audit Threshold

Regulatory Action: REQUIREMENT

A regulation is NOT defined in the state

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: $ 2 million

6 Registration Law

Registration Law

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12580

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12580 et seq.

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12583

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12583

Small organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-SMALLO-NS

REGULATORY BODY: Not Specific

NOTES: NO

Educational Institutions

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12583

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12583

Governmental Organizations

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12583

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12583

Hospitals

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12583

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: “charitable corporation or unincorporated association organized and operated primarily as a . . . hospital” West’s Ann.Cal.Gov.Code § 12583

Veterans organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDYES-NS

REGULATORY BODY: Not Specific

NOTES: NO

Foundations that don’t solicit contributions

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

Charitable Trusts

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

Parent-Teacher Organizations

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

Reports to congress

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

Non-soliciting

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-NONSOL-NS

REGULATORY BODY: Not Specific

NOTES: NO

Fraternal/ Membership

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-MEMFRA-NS

REGULATORY BODY: Not Specific

NOTES: NO

Political Orgs

Regulatory Action: EXEMPTION

A regulation is NOT defined in the state

ORGTYPE-POLITI-NS

REGULATORY BODY: Not Specific

NOTES: NO

Other

Regulatory Action: EXEMPTION

YES: A regulation is defined in the state

CA Code § 12583

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Cemetaries, West’s Ann.Cal.Gov.Code § 12583

8 Defined remedies

Dissolution

Regulatory Action: REMEDY

YES: A regulation is defined in the state

CA Code § 6511

REGULATORY BODY: Not Specific

NOTES: Cal.Corp.Code § 6511

Removal of Board Members

Regulatory Action: REMEDY

YES: A regulation is defined in the state

CA Code § 7223

REGULATORY BODY: Not Specific

STATUTE TEXT: (a)The superior court of the proper county may, at the suit of one of the parties specified in subdivision (b), remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation or breach of any duty arising as a result of Section 7238 and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (b)An action under subdivision (a) may be instituted by any of the following: Terms Used In California Corporations Code 7223Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.County: includes “city and county. See California Education Code 17491Subdivision: means a subdivision of the section in which the term appears unless some other section is expressly mentioned. See California Education Code 17486 (1)A director. (2)In the case of a corporation where the total number of votes entitled to be cast for a director is less than 5,000, twice the authorized number (Section 5036) of members, or 20 members, whichever is less. (3)In the case of a corporation where the total number of votes entitled to be cast for a director is 5,000 or more, twice the authorized number (Section 5036) of members, or 100 members, whichever is less. (c)In the case of a corporation holding assets in charitable trust, the Attorney General may bring an action under subdivision (a), may intervene in such an action brought by any other party and shall be given notice of any such action brought by any other party. (Amended by Stats. 1981, Ch. 587, Sec. 29.)

NOTES: Cal. Corp. Code § 7223

9 Oversight of professional fundraisers

Does the state require registration by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12599

Does the state require registration by fundraising counsel?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599.1

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12599.1

Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599.2

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Required to register with the attorney general unless exempt under 12599.2(b) West’s Ann.Cal.Gov.Code § 12599.2

Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: “Not less than 10 working days prior to the commencement of each solicitation campaign, event, or service, or not later than commencement of solicitation for solicitations to aid victims of emergency hardship or disasters, a commercial fundraiser for charitable purposes shall file with the Attorney General’s Registry of Charitable Trusts a notice on a form prescribed by the Attorney General” West’s Ann.Cal.Gov.Code § 12599

Does the state require specified disclosures to donors?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 17510.3

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Bus.Code § 17510.3; West’s Ann.Cal.Gov.Code § 12599

CA Code § 12599

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Bus.Code § 17510.3; West’s Ann.Cal.Gov.Code § 12599

Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12599

Does the state require annual financial reporting by commercial fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: West’s Ann.Cal.Gov.Code § 12599

Does the state require bonding of professional fundraisers?

Regulatory Action: REQUIREMENT

YES: A regulation is defined in the state

CA Code § 12599.5

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: The commercial fundraiser must submit a $25,000 cash deposit or a bond with the application for registration or renewal. The bond may be in the form of a rider to a larger blanket liability bond. CA GOVT § 12599.5