The California General Corporation Law separately defines "corporation" and "domestic corporation". The definition of "domestic corporation" is straightforward, the definition of "corporation" is not. In most cases, a corporation will also be a domestic corporation, but in some cases a "corporation" may not even be a corporation at all!
A "domestic corporation" is simply a corporation formed under the laws of the State of California. Cal. Corp. Code § 167. Thus, a corporation formed under the General Corporation Law is a "domestic corporation". The same is true for a number of other types of corporations formed under other laws, including, among others, social purpose corporations, nonprofit corporations, consumer cooperative corporations, and even fish marketing associations.
In contrast, the General Corporation Law defines a "corporation" as a corporation organized under that particular law. Cal. Corp. Code § 162. There are some important exceptions, however. First, the term has this meaning "unless otherwise expressly provided" and the General Corporation Law occasionally does provide otherwise. For example, Section 800, which governs derivative suits, provides that "corporation" includes an unincorporated association. The term "unincorporated association" is defined in Corporations Code Section 18035, which is not even part of the General Corporation Law. Cal. Corp. Code § 174.5. See Thinking About Joining A Club? You May Want To Consider These Corporations Code Provisions First. Second, the statute provides that "corporation" also refers to a corporation subject to the General Corporation Law pursuant to Section 102(a) of the Corporations Code. That statute makes the General Corporation Law applicable to certain domestic corporations (I could explain exactly which domestic corporations but “hanc marginis exiguitas non caperet”).
A different definition of "corporation" can be found in Section 2281, which is part of Chapter 22.5 but still within the General Corporation Law. Chapter 22.5 establishes and provides for the Victims of Corporate Fraud Compensation Fund. Section 2281(d) defines a "corporation" as a domestic corporation as defined in Section 162 or 2509 or a foreign corporation that is qualified to transact business in California pursuant to Section 2105. The reference to Section 2509 is inapposite because Section 2509 does not define "domestic corporation". To add to the complexity, the term "foreign corporation" is defined in Section 171 as any corporation other than a domestic corporation. However, when used in Chapter 21 (in which Section 2105 is located), the term also includes a foreign association unless it is a corporation or association chartered by the United States. The term "foreign association", however, is not as broad as it might seem. It is a business association organized as a trust under the laws of the United States. Corp. Code § 170.
Does any of this matter? It can. Several provisions of the General Corporation Law are made expressly applicable to domestic corporations. For example, I suspect that many lawyers may be unaware that a court action may be filed to determine the validity of an election of a director of a nonprofit corporation under Section 709 of the General Corporation Law. There are other provisions as well, including many provisions in Chapter 22 dealing with crimes and penalties. However, in some cases the reference isn't to "domestic corporations, but to "any corporation, domestic or foreign". See, e.g., Cal. Corp. Code §§ 2254 - 57.
