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HomeCorporations CodeCh. 11§ 3503 Liability For False Corporate Statements

§ 3503 Liability For False Corporate Statements

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

§ 3503 Liability For False Corporate Statements

Key Takeaways

  • •If you work for a special kind of company (social purpose corporation) and lie about important stuff like money or how the company is doing, you can be in big trouble.
  • •You can't fake or hide important facts in company records or reports on purpose.
  • •If you trick people by lying or hiding the truth, you have to pay for any harm you caused.
  • •This applies to bosses, workers, or anyone working for the company who knows they're lying.

Example

The boss of a company that says it helps the environment tells everyone they made a lot of money and helped clean up parks, but they really lost money and didn’t do any cleanup.

The boss knew it was a lie and people believed it. Now, the boss has to pay back anyone who lost money because of the lie.

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

Official Source
View on CA.gov

§ 3503 Liability For False Corporate Statements

Any officers, directors, employees, or agents of a social purpose corporation who do any of the following shall be liable jointly and severally for all the damages resulting therefrom to the social purpose corporation or any person injured by those actions who relied on those actions or to both: (a) Make, issue, deliver, or publish any prospectus, report, including the reports required pursuant to Sections 3500 and 3501, circular, certificate, financial statement, balance sheet, public notice, or document respecting the social purpose corporation or its shares, assets, liabilities, capital, dividends, business, earnings, or accounts which is false in any material respect, knowing it to be false, or participate in the making, issuance, delivery, or publication thereof with knowledge that the same is false in a material respect. (b) Make or cause to be made in the books, minutes, records, or accounts of a social purpose corporation any entry that is false in any material particular knowing it to be false. (c) Remove, erase, alter, or cancel any entry in any books or records of the social purpose corporation, with intent to deceive. (d) With respect to the reports required pursuant to subdivision (b) of Section 3500 and Section 3501, omit to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which those statements were made, not misleading in a material respect, knowing the omission to be misleading. (Amended by Stats. 2014, Ch. 694, Sec. 67. (SB 1301) Effective January 1, 2015.)

Last verified: January 23, 2026

Key Terms

social purpose corporationfalse in any material respectomit to state any material factliable jointly and severally

Related Statutes

  • § 1112.5 Merger Approval For Social Purpose Corporations
  • § 3500 Social Purpose Corporation Reports
  • § 3501 Special Purpose Expenditure Report
  • § 3502 Special Purpose Corporation Disclosure
  • § 1507 Corporate Fraud Liability

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 3503.
View Official Source