Statute · California Corporations Code

Cal. Corp. Code § 204.5 — Organization and Bylaws

Cal. Corp. Code § 204.5

Type
Statute
Source
California Corporations Code
Jurisdiction
California
Date
1987-09-27
Current through
Nov 2, 2026 (California Legislative Counsel)

(a) If the articles of a corporation include a provision reading substantially as follows: “The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law”; the corporation shall be considered to have adopted a…

Citator

Cal. Corp. Code § 204.5 — Organization and Bylaws is in force in the current edition of the Code, and nothing recorded condemns it.

(a) If the articles of a corporation include a provision reading substantially as follows: “The liability of the directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law”; the corporation shall be considered to have adopted a provision as authorized by paragraph (10) of subdivision (a) of Section 204 and more specific wording shall not be required.

(b) This section shall not be construed as setting forth the exclusive method of adopting an article provision as authorized by paragraph (10) of subdivision (a) of Section 204.

(c) This section shall not change the otherwise applicable standards or duties to make full and fair disclosure to shareholders when approval of such a provision is sought.