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HomeCorporations CodeCh. 23§ 2303 Corporate Purpose Limitations

§ 2303 Corporate Purpose Limitations

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

§ 2303 Corporate Purpose Limitations

This law says that old corporations must follow sections 206 and 207, and anything written in their original papers about what they can do isn’t a limit unless the papers clearly say it is a limit.

Key Takeaways

  • •Sections 206 and 207 apply to corporations that already existed when the law started.
  • •The original purpose or power statements in a corporation’s articles are not treated as limits.
  • •Only if the articles explicitly say a statement is a limitation does it restrict the corporation.

Example

A company that was created before this law has in its original paperwork: “We will make toys.”

Even though the paperwork only mentions toys, the company can also start making clothes because the original statement isn’t a restriction unless it specifically said “We cannot do anything else.”

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

Official Source
View on CA.gov

§ 2303 Corporate Purpose Limitations

Sections 206 and 207 of the new law apply to corporations existing on the effective date, but any statement in the articles of such corporation, prior to an amendment thereof pursuant to Section 2302, relating to the purposes or powers of the corporation shall not be construed as a limitation unless it is expressly stated as such. (Added by Stats. 1975, Ch. 682.)

Last verified: January 10, 2026

Key Terms

Sections 206 and 207corporationsarticlesSection 2302purposes or powerslimitation

Related Statutes

  • § 2301 Corporate Law Effective Date
  • § 2302.1 Bylaws Amendment Exemption
  • § 2304 Director Number Amendment Rules
  • § 2307 Share Certificate Statement Rules
  • § 12693 Corporate Powers Amendment Clarification

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 2303.
View Official Source