Notice to Non-Consenting Shareholders of Action Taken Without a Meeting
(CA Corporation)

Summary

This is a template for a notice to non-consenting shareholders of action taken without a meeting (CA) that complies with the notice requirement in Section 603(b) of the California General Corporation Law. This template contains practical guidance and drafting notes. Section 603(b) of the California General Corporation Law requires that, when the shareholders of a corporation take action by less than unanimous written consent, the corporation give notice of such action to all shareholders entitled to vote and who did not consent in writing. Cal. Corp. Code § 603(b). Notice must conform to the requirements in Cal. Corp. Code § 601(b). For actions taken by written consent without a meeting in any of the following categories, notice must be given at least 10 days before the consummation of the action authorized by that approval: • Approval of a contract or transaction in which one or more directors has material financial interest, Cal. Corp. Code § 310 • Approval of the indemnification of an agent of the corporation, Cal. Corp. Code § 317 • Approval of a plan of conversion into a different domestic business entity, Cal. Corp. Code § 1152 • Approval of certain reorganizations, excluding short-form mergers, of the corporation, Cal. Corp. Code § 1201 and Cal. Corp. Code § 1300 • Approval of a plan of distribution and liquidation of the corporation, Cal. Corp. Code § 2007Cal. Corp. Code § 601(b)(1). Notice of all other actions must be given promptly. Cal. Corp. Code § 601(b)(2). See Corporation Stock and Stockholders (CA Corporation). For a full listing of related California corporation content, including content relating to corporate formation, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (CA).