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HomeCorporations CodeGENERAL PROVISIONSCh. 1§ 18615 Nonprofit Officer Contract Liability

§ 18615 Nonprofit Officer Contract Liability

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

§ 18615 Nonprofit Officer Contract Liability

This law says a person who runs a nonprofit (like a director, officer, or agent) isn’t personally on the hook for the nonprofit’s contracts unless certain things happen.

Key Takeaways

  • •Normally, directors, officers, and agents of a nonprofit are not personally liable for the nonprofit’s contracts.
  • •If they sign a contract and specifically say they are personally responsible, they become liable.
  • •If they sign a contract without telling the other party they are acting for the nonprofit, they become liable.
  • •If they sign a contract without having the authority to do so, they become liable.

Example

A board member signs a lease for the nonprofit’s new office and tells the landlord that they are signing for themselves, not for the nonprofit.

Because the board member said they were personally responsible, the law says they can be held personally liable for the lease.

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

Official Source
View on CA.gov

§ 18615 Nonprofit Officer Contract Liability

A director, officer, or agent of a nonprofit association is not liable for a contractual obligation of the association unless one of the following conditions is satisfied: (a) The director, officer, or agent expressly assumes responsibility for the obligation in a signed writing that specifically identifies the obligation assumed. (b) The director, officer, or agent executes the contract without disclosing that the director, officer, or agent is acting on behalf of the association. (c) The director, officer, or agent executes the contract without authority to execute the contract. (Added by Stats. 2004, Ch. 178, Sec. 11. Effective January 1, 2005.)

Last verified: January 10, 2026

Key Terms

directorofficeragentnonprofit associationcontractual obligation

Related Statutes

  • § 18605 Nonprofit Association Liability Limitation
  • § 18620 Nonprofit Association Liability Rules
  • § 14023 Asset Purchase Restrictions
  • § 18610 Nonprofit Member Liability
  • § 12674 Corporate Books Falsification

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 18615.
View Official Source