Corporations Code Section 315

Compiled February, 2012

Our review of the annotated history reveals the following legislative history (every “c.” below represents a separate legislative bill):

Prior History:
•  Former Civil Code § 366, added 1931, c. 862; amended 1933, c. 533
•  Former Corporations Code § 823, added 1947, c. 1038; amended 1957, c. 278; 1963, c. 1929
Current:
Added: 1975, c. 682
Amended:
1978, c. 370: inserted subdivision (c)(1), and in subdivision (c)(2), deleted “banks” following “do not apply to”.
1979, c. 711: added subdivision (d).
1980, c. 501: in subdivision (a), in the introductory sentence, inserted “or unless approved by the vote of the holders of a majority of the shares of all classes, regardless of limitations or restrictions on voting rights, other than shares held by a benefited director, officer, or shareholder”; in subdivision (a)(2), deleted “except by the vote of the holders of a majority of the shares of all classes, regardless of limitations or restrictions on voting rights, other than shares held by the benefited director, officer or shareholder”; in subdivision (b), in the first sentence, deleted “or otherwise assist” following “obligation of”, in the second sentence, substituted “A loan or guaranty under this subdivision” for “Such loan or guaranty or other assistance”, and deleted the last sentence relating to advancement of money; inserted subdivision (c)(2); and made nonsubstantive changes throughout.
1982, c. 36: rewrote the section
1984, c. 335: substituted, in subdivision (a), “or of its parent” for “or its parent or subsidiary”; added, to subdivision (a), “a majority of” preceding “the shareholders”; rewrote subdivision (c); also made nonsubstantive changes in wording and punctuation; and rewrote subdivision (f)
1984, c. 812: in subdivision (a), deleted “(Section 153), with the shares owned by the director or officer, or by the directors or officers then eligible to participate in the plan not being” following “shareholders”, substituted “act” for “vote”, and deleted “or (2) is approved by the unanimous vote of the shareholders” following “thereon”.

12 bills affected this section.                          

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