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HomeCorporations CodeCh. 22§ 2253 Director Fraudulent Dividend Liability

§ 2253 Director Fraudulent Dividend Liability

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

§ 2253 Director Fraudulent Dividend Liability

This law says a company director who knowingly approves an illegal dividend or asset giveaway to trick creditors or shareholders can be fined up to $1,000, jailed for up to a year, or both.

Key Takeaways

  • •Directors must follow the law when deciding on dividends or asset distributions.
  • •They cannot approve payouts to cheat creditors, shareholders, or make the stock look more valuable than it is.
  • •Doing this on purpose is a misdemeanor punishable by up to $1,000 in fines, up to one year in jail, or both.

Example

A director signs off on a big cash payout to shareholders even though the company still owes money to its suppliers.

Because the director knew the payout was illegal and meant to hide the company's true financial health, the law says they can be punished with a fine or jail time.

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

Official Source
View on CA.gov

§ 2253 Director Fraudulent Dividend Liability

Any director of a stock corporation, domestic or foreign, who concurs in any vote or act of the directors of the corporation or any of them, knowingly and with dishonest or fraudulent purpose, to make any dividend or distribution of assets except in the cases and in the manner allowed by law, either with the design of defrauding creditors or shareholders or of giving a false appearance to the value of the stock and thereby defrauding subscribers or purchasers, is guilty of a misdemeanor, punishable by a fine of not more than one thousand dollars ($1,000) or imprisonment for not more than one year or both. (Added by Stats. 1975, Ch. 682.)

Last verified: January 10, 2026

Key Terms

directorstock corporationdividend or distribution of assetsfraudulent purposemisdemeanor

Related Statutes

  • § 2251 Fraudulent Securities Issuance Penalty
  • § 2252 Fraudulent Stock Subscription Signing
  • § 2254 Corporate Financial Fraud Prohibition
  • § 2257 Unauthorized Corporate Name Use
  • § 2258 Foreign Corporation Penalties

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2253.
View Official Source