§ 12477 Director Election Challenges

Corporations Code·California

AI SummaryVerified

This law says if you want to complain about how a director was chosen or removed in a company, you have to do it within 9 months. After that, it’s too late unless someone lied or cheated.

Key Takeaways

•You only have 9 months to challenge how a director was picked or removed.
•If no one complains in time, the director’s position is locked in, even if the company didn’t follow the rules.
•This doesn’t apply if someone lied or cheated—then you can still complain later.

Example

A company picks a new director but forgets to tell everyone like the rules say.

If no one complains within 9 months, the director stays, even if the company messed up the notice.

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

Official Source

View on CA.gov

§ 12477 Director Election Challenges

An action challenging the validity of any election, appointment or removal of a director or directors must be commenced within nine months after the election, appointment or removal. If no such action is commenced, in the absence of fraud, any election, appointment or removal of a director is conclusively presumed valid nine months thereafter if the only defect in the election, appointment or removal is the failure to give notice as provided in this part or in the corporation’s articles or bylaws. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

election appointment removal director nine months fraud failure to give notice

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12477.

§ 12477 Director Election Challenges

Corporations Code·California

AI SummaryVerified

§ 12477 Director Election Challenges

This law says if you want to complain about how a director was chosen or removed in a company, you have to do it within 9 months. After that, it’s too late unless someone lied or cheated.

Key Takeaways

•You only have 9 months to challenge how a director was picked or removed.
•If no one complains in time, the director’s position is locked in, even if the company didn’t follow the rules.
•This doesn’t apply if someone lied or cheated—then you can still complain later.

Example

A company picks a new director but forgets to tell everyone like the rules say.

If no one complains within 9 months, the director stays, even if the company messed up the notice.

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

Official Source

View on CA.gov

§ 12477 Director Election Challenges

Last verified: January 10, 2026

Key Terms

election appointment removal director nine months fraud failure to give notice

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12477.

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References