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HomeCorporations CodeCh. 1Art. 3§ 5134 Incorporator Powers Before Directors

§ 5134 Incorporator Powers Before Directors

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

§ 5134 Incorporator Powers Before Directors

Key Takeaways

  • •If a company doesn't name its first directors when it's created, the person or people who started the company can act as directors until real directors are chosen.
  • •These temporary directors can do important things like create or change the company's rules and pick the real directors and officers.
  • •This only lasts until the real directors are elected.

Example

A group of friends starts a small business but forgets to name directors in their paperwork.

One of the friends can step in and make important decisions, like setting rules for the business or choosing who will be the official directors, until the business holds a proper vote.

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

Official Source
View on CA.gov

§ 5134 Incorporator Powers Before Directors

If initial directors have not been named in the articles, the incorporator or incorporators, until the directors are elected, may do whatever is necessary and proper to perfect the organization of the corporation, including the adoption and amendment of bylaws of the corporation and the election of directors and officers. (Added by Stats. 1978, Ch. 567.)

Last verified: January 23, 2026

Key Terms

initial directorsincorporatorbylawsdirectors and officers

Related Statutes

  • § 7134 Incorporator Powers Before Directors
  • § 9134 Incorporator Powers Before Directors
  • § 12316 Incorporators Organizational Powers
  • § 210 Incorporator Powers Before Directors
  • § 12300 Corporation Formation Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5134.
View Official Source