§ 12312 Corporate Purpose Limitation

Corporations Code·California

AI SummaryVerified

This law lets a corporation's articles of incorporation include a statement that limits what the company can do or its powers.

Key Takeaways

•Corporations can restrict their own purposes in their founding documents.
•These limits are legally binding on the company.
•The restriction must be clearly stated in the articles of incorporation.

Example

A small toy company wants to only make and sell toys and not get involved in other businesses.

The company can put a clause in its articles saying it will only operate as a toy manufacturer, so it can't be forced to start a food delivery service.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source

View on CA.gov

§ 12312 Corporate Purpose Limitation

The articles of incorporation may set forth a further statement limiting the purposes or powers of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

articles of incorporation purposes or powers of the corporation

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12312.

Key Takeaways

Example

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Related Statutes

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Key Takeaways

Example

Key Terms

Related Statutes

References