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HomeCorporations CodeCh. 3§ 304 Director Removal For Misconduct

§ 304 Director Removal For Misconduct

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

§ 304 Director Removal For Misconduct

Key Takeaways

  • •If a group of shareholders (owning at least 10% of the company) think a director is being dishonest, cheating, or really misusing their power, they can ask a court to remove that director.
  • •The court can also stop that director from being re-elected for a certain time if they are removed.
  • •The company itself must be involved in the court case.

Example

Imagine a big toy company where some of the owners (shareholders) think one of the bosses (directors) is stealing money from the company.

If those owners own at least 10% of the company, they can go to court and ask to remove that boss. The court can also say that boss can’t be re-elected for a few years. The toy company has to be part of this court case.

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

Official Source
View on CA.gov

§ 304 Director Removal For Misconduct

The superior court of the proper county may, at the suit of shareholders holding at least 10 percent of the number of outstanding shares of any class, remove from office any director in case of fraudulent or dishonest acts or gross abuse of authority or discretion with reference to the corporation and may bar from reelection any director so removed for a period prescribed by the court. The corporation shall be made a party to such action. (Repealed and added by Stats. 1975, Ch. 682.)

Last verified: January 23, 2026

Key Terms

superior courtshareholders10 percentoutstanding sharesfraudulent or dishonest actsgross abuse of authoritybar from reelectioncorporation

Related Statutes

  • § 306 Corporate Director Appointment
  • § 12402 Replacing Lost Membership Certificates
  • § 12403 Corporate Membership Admission Rules
  • § 12443 Creditor Actions Against Members
  • § 14620 Director Duties Benefit Corporation

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 304.
View Official Source