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HomeCorporations CodeCh. 2Art. 1§ 12350 Board Of Directors Authority

§ 12350 Board Of Directors Authority

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 12350 Board Of Directors Authority

A corporation must have a board of directors that runs the company, and the board can assign work to others but still stays in charge.

Key Takeaways

  • •Corporations must have a board of directors.
  • •The board can delegate daily management to others.
  • •The board remains ultimately responsible for the corporation.

Example

A small coffee shop that is a corporation hires a manager to run the shop day‑to‑day, but the board still makes the big decisions.

The board can let a manager handle daily tasks, but the board is still the final boss and must oversee everything.

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

Official Source
View on CA.gov

§ 12350 Board Of Directors Authority

Each corporation shall have a board of directors. Subject to the provisions of this part and any limitations in the articles or bylaws relating to action required to be approved by the members (Section 12224), or by a majority of all members (Section 12223), the activities and affairs of a corporation shall be conducted and all corporate powers shall be exercised by or under the direction of the board. The board may delegate the management of the activities of the corporation to any person or persons, management company, or committee however composed, provided that the activities and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the board. (Amended by Stats. 1996, Ch. 589, Sec. 47. Effective January 1, 1997.)

Last verified: January 10, 2026

Key Terms

board of directorscorporate powersultimate direction

Related Statutes

  • § 5210 Corporate Board Authority
  • § 7210 Corporate Board Authority
  • § 9210 Corporate Board Authority
  • § 12351 Board Meeting Notice Requirements
  • § 12352 Board Committee Creation Authority

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12350.
View Official Source