California Corporate Bylaws

The California corporate bylaws explicitly present the rules governing a corporation and its board of directors. This document’s provisions are amendable through the actions of the board, but such action must be done in compliance with bylaw provisions and the law.

Last updated December 6th, 2024

The California corporate bylaws explicitly present the rules governing a corporation and its board of directors. This document’s provisions are amendable through the actions of the board, but such action must be done in compliance with bylaw provisions and the law.

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Are bylaws required in California?

No, however, if the corporation does not indicate the number of directors on the board, then it must have its bylaws set before its first board meeting.[1]

California Corporate Laws

  • Corporate Tax Rate: The franchise tax board explicitly set a flat corporate tax (for C corporations) at 8.84%[2][3]
    • Corporations other than banks and financials – 8.84%
    • Banks and financials –  10.84%
    • Alternative Minimum Tax (AMT) – 6.65%
    • S corporation rate – 1.5%
    • S corporation bank and financial rate – 3.5%
  • Board of Directors: “All corporate powers” in management are available to the board so long as this is compliant with the articles or bylaws.[4]
    • Number – There must be at least three directors on a board “two times the stated minimum nor more than the state maximum (“…two times the stated minimum minus one),” but this does not apply to corporations with less than two shareholders or those that have not issued shares.[5]
    • Qualifications – Bylaws must specifically name how many directors are on the board as well as their “qualifications, duties, and compensation.”[6]
    • Terms- Directors normally serve a full term from one annual meeting to the next; however, the articles can “effectuate a voting shift” to shorten a term.[7][8]
    • Staggered Terms – Corporations that classify their directors by group (2 or 3) avoid board-wide elections since they assign “terms of two or three years,” whichever is appropriate to each group of directors.[9]
    • Fiduciary Duties – Directors are required to act in the interest of the corporation, but it is assumed that they do so with reliable “information, opinions, reports or statements, including financial statements and other financial data.”[10]
  • Meetings: Notice of regular meetings is optional unless called for in the bylaws; however, for special meetings, either four days’ notice by mail or 48 hours’ notice by phone or in person is required.[11]
  • Officers: Corporations must have a president, secretary, and CFO (chief financial officer) with the “titles and duties…in the bylaws or determined by the board” accordingly.[12]
  • Quorum: A quorum of the board must be a minimum of “one-third the authorized number of directors;” however, this does not apply when only one authorized number of directors exists.[13]
  • Emergency Bylaws: The board can take votes and actions to deal with emergencies as prescribed by the bylaws but may not vote on actions requiring a shareholder vote except in cases where the shareholder vote was “obtained prior to the emergency.”[14]

SAMPLE

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Sources 

  1. CA Corp Code § 212 (2023)
  2. CA Rev & Tax Code § 19501 (2023)
  3. Business Tax Rates
  4. CA Corp Code § 300 (2023)
  5. CA Corp Code § 212 (2023)
  6. CA Corp Code § 212 (2023)
  7. CA Corp Code § 301 (2023)
  8. CA Corp Code § 194.7 (2023)
  9. CA Corp Code § 301.5 (2023)
  10. CA Corp Code § 309 (2023)
  11. CA Corp Code § 307 (2023)
  12. CA Corp Code § 312 (2023)
  13. CA Corp Code § 307 (2023)
  14. CA Corp Code § 212 (2023)