Some may be surprised to learn that a corporation need not be formed under the California General Corporation Law to qualify as a "domestic corporation". Corporations Code Section 167 defines "domestic corporation" to be "a corporation formed under the laws of this state" and many other laws provide for the formation. It turns out that California has enacted numerous other laws providing for the formation of corporations, including three nonprofit corporation laws. In contrast, the GCL defines "corporation" to be a subset of "domestic corporation". As somewhat circularly defined in Section 162, "corporation" generally means a corporation formed under the GCL or made subject to the GCL pursuant to Section 102(a).
It is important to keep this distinction in mind when reading the GCL. For example, Section 1601 establishes inspection rights for shareholders of "domestic corporations" and not simply "corporations". Similarly, Section 709, which authorizes the superior court to determine the outcome of director elections, applies to domestic corporations.
Below are some key takeaways from the above brief discussion:
- Even though a corporation was formed under another California statute, some provisions of the GCL may nevertheless apply.
- The term "corporation" is a defined term under the GCL and does not simply refer to the generic category of corporations. Therefore, not all corporations (even those formed under California law) will be subject to the GCL.