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HomeCorporations CodeCh. 1§ 164 Definition Of Directors

§ 164 Definition Of Directors

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 164 Definition Of Directors

This law tells us exactly who counts as a director of a corporation.

Key Takeaways

  • •Directors must be real people, not other companies.
  • •Someone becomes a director if the articles of incorporation name them as such.
  • •Someone also becomes a director if the incorporators elect them or if they are appointed under any other name or title, and the rule also covers their successors.

Example

A new company writes in its articles of incorporation that Bob will be a director, and later the founders vote to add Carol as a director.

Because Bob was named in the articles and Carol was elected by the founders, both are considered directors under this law.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 164 Definition Of Directors

“Directors” means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other name or title to act as directors, and their successors. (Amended by Stats. 1976, Ch. 641.)

Last verified: January 10, 2026

Key Terms

Directorsnatural personsarticlesincorporators

Related Statutes

  • § 111 Share Voting Rights Inclusion
  • § 12233 Corporate Director Definition
  • § 12239 Corporate Membership Rights
  • § 12253.5 Worker Cooperative Requirements
  • § 12300 Corporation Formation Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 164.
View Official Source