Some corporate actions defy a cure. Other states, notably Delaware and Nevada, have taken action to provide cures for the incurable. Last year, the Corporations Committee of the Business Law Section of the California Lawyers Association sponsored a bill to provide similar relief for California Corporations. Like many other things, the Covid-19 Pandemic disrupted that effort. The work was not for naught because last week Senator Brian W. Jones introduced SB 218 to provide nonexclusive means for California corporations to remediate defective corporate acts. The bill, if enacted, will not provide a cure for all ills. For example, a ratification or validation of corporate acts is not permitted if, by virtue of the ratification or validation of a corporate action, an instrument previously filed with the Secretary of State or provision within an instrument previously filed with the Secretary of State would become incorrect or incomplete.
It is still very early in this session and SB 218 will not (and cannot be heard) in committee for at least a month.