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HomeCorporations CodeCh. 22§ 2201 Share Transfer Officer Penalty

§ 2201 Share Transfer Officer Penalty

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

§ 2201 Share Transfer Officer Penalty

This law says corporate officers who don’t give you a share certificate or statement after you ask in writing can be fined $100 plus $10 for each extra day they keep delaying, but the total fine can’t be more than $500.

Key Takeaways

  • •A written request for a share certificate or statement must be acted on; ignoring it can cost the officer money.
  • •The fine starts at $100 and grows $10 each day after the first five days of delay.
  • •The total fine can never be more than $500, no matter how long the delay.

Example

You own a piece of stock in a company and you write to the company asking for a paper certificate. The company’s officer ignores you for weeks.

Because the officer didn’t respond after your written request, the law lets you collect a $100 fine and $10 for each day after the first five days they kept you waiting, up to $500 total.

How to Calculate

Penalty = min( $100 + $10 × max(0, D – 5) , $500 )

  1. Find D, the total number of days from the day the written request was received until the officer finally does the job.
  2. Subtract 5 from D. If the result is negative, use 0 (the first five days don’t add extra money).
  3. Multiply that number by $10.
  4. Add $100 to the result from Step 3.
  5. If the total is more than $500, cap it at $500.

The officer finally gives you the certificate 20 days after receiving your request.

Result: $250 penalty ( $100 + $10 × (20‑5) = $100 + $150 = $250 )

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

Official Source
View on CA.gov

§ 2201 Share Transfer Officer Penalty

Any officer of a corporation charged with the duty of entering a transfer of shares upon the books of the corporation and issuing a share certificate or, with respect to uncertificated securities, an initial transaction statement or written statements, who unreasonably neglects, fails or refuses to perform such duty after written request by any person entitled thereto is subject to a penalty of one hundred dollars ($100) and the further penalty of ten dollars ($10) for each day that such default continues, beginning five days after receipt of the request, up to a maximum of five hundred dollars ($500). The penalty shall be paid to each person aggrieved. It may be enforced by action and shall be in addition to all other remedies. Every director or other officer unreasonably causing such neglect, failure or refusal to make such entries upon the books of the corporation or to issue a certificate or, with respect to uncertificated securities, an initial transaction statement or written statements, for shares to a person entitled thereto is subject to a like penalty. (Amended by Stats. 1986, Ch. 766, Sec. 27.)

Last verified: January 10, 2026

Key Terms

transfer of sharesshare certificateuncertificated securitiesinitial transaction statementwritten statementspenaltywritten requestperson entitled thereto

Related Statutes

  • § 2200 Corporate Record Violation Penalty
  • § 2202 Penalty Addition And Reduction
  • § 2203 Foreign Corporation Unauthorized Business Penalty
  • § 2204 Corporation Delinquency Notice
  • § 2207 Corporate Officer Fraud Liability

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2201.
View Official Source