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HomeCorporations CodeCh. 22§ 2254 Corporate Financial Fraud Prohibition

§ 2254 Corporate Financial Fraud Prohibition

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

§ 2254 Corporate Financial Fraud Prohibition

This law makes it a serious crime for a company’s directors, officers, or agents to knowingly help create or share false or wildly exaggerated financial reports, or to refuse required bookkeeping or notices.

Key Takeaways

  • •Directors, officers, and agents must not knowingly approve or spread false financial information.
  • •Exaggerating or misrepresenting a company’s value or performance is also a felony.
  • •They must follow all required bookkeeping and notice‑filing rules; refusing to do so is illegal.

Example

A CEO knows that the company’s earnings this quarter are much lower than reported, but still signs off on a press release that says profits are up 20% to boost the stock price.

Because the CEO knowingly approved a false profit statement that misleads investors, the law says the CEO can be charged with a felony.

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

Official Source
View on CA.gov

§ 2254 Corporate Financial Fraud Prohibition

Every director, officer or agent of any corporation, domestic or foreign, is guilty of a felony (a) who knowingly concurs in making, publishing or posting either generally or privately to the shareholders or other persons (1) any written report, exhibit, statement of its affairs or pecuniary condition or notice containing any material statement which is false, or (2) any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures or prospects, or (3) any other paper or document intended to produce or give, or having a tendency to produce or give, the shares of stock in such corporation a greater value or a less apparent or market value than they really possess, or (b) who refuses to make any book entry or post any notice required by law in the manner required by law. (Added by Stats. 1975, Ch. 682.)

Last verified: January 10, 2026

Key Terms

directorofficeragentcorporationfelonyfalsematerial statementuntruefraudulently exaggeratedbook entrynotice required by law

Related Statutes

  • § 2257 Unauthorized Corporate Name Use
  • § 6814 Corporate Fraud Punishment
  • § 8815 Corporate Fraud Punishment
  • § 2251 Fraudulent Securities Issuance Penalty
  • § 12674 Corporate Books Falsification

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2254.
View Official Source