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HomeCorporations CodeCh. 9§ 906 Corporate Amendment Filing Requirements

§ 906 Corporate Amendment Filing Requirements

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

§ 906 Corporate Amendment Filing Requirements

Key Takeaways

  • •If the people who started the company (or the board) want to change the company rules before any shares are sold, they must sign a paper saying so.
  • •The paper must say that most of them agree, no shares have been sold yet, and they all agree to the changes.
  • •If the board is making the changes, they can use a different form instead of this one.

Example

A group of friends starts a small company but realizes they need to change some rules before selling any part of the company to others.

All the friends must sign a paper saying they agree on the changes, that no one outside the group has bought any part of the company yet, and that they all approve the new rules.

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

Official Source
View on CA.gov

§ 906 Corporate Amendment Filing Requirements

In the case of amendments adopted by the incorporators or the board under Section 901, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators or of the board, as the case may be, which shall state that the signers thereof constitute at least a majority of the incorporators or of the board, that the corporation has issued no shares and that they adopt the amendment or amendments therein set forth. In the case of amendments adopted by the incorporators, the certificate shall also state that directors were not named in the original articles and have not been elected. In the case of amendments adopted by the board under Section 901, the corporation may file a certificate of amendment pursuant to Section 905 in lieu of a certificate of amendment pursuant to this section. (Amended by Stats. 1978, Ch. 370.)

Last verified: January 23, 2026

Key Terms

certificate of amendmentincorporatorsboardSection 901Section 905

Related Statutes

  • § 12520 Corporate Property Security Approval
  • § 5910 Corporate Property Security Approval
  • § 7910 Corporate Property Security Approval
  • § 905 Corporate Amendment Filing Requirements
  • § 907 Amending Corporate Articles

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 906.
View Official Source