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HomeCorporations CodeCh. 3Art. 1§ 5310 Corporate Membership Requirements

§ 5310 Corporate Membership Requirements

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

§ 5310 Corporate Membership Requirements

Key Takeaways

  • •A company can choose to have members or not, based on its rules.
  • •If a company has no members, big decisions are made by the board instead of members.
  • •Even if a company's rules say something different, the board makes the decisions if there are no members.

Example

A small local club has no members, only a board of directors.

If the club wants to change its name, the board can decide on their own because there are no members to vote.

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

Official Source
View on CA.gov

§ 5310 Corporate Membership Requirements

(a) A corporation may admit persons to membership, as provided in its articles or bylaws, or may provide in its articles or bylaws that it shall have no members. In the absence of any provision in its articles or bylaws providing for members, a corporation shall have no members. (b) In the case of a corporation which has no members, any action for which there is no specific provision of this part applicable to a corporation which has no members and which would otherwise require approval by a majority of all members (Section 5033) or approval by the members (Section 5034) shall require only approval of the board, any provision of this part or the articles or bylaws to the contrary notwithstanding. (c) Reference in this part to a corporation which has no members includes a corporation in which the directors are the only members. (Amended by Stats. 1984, Ch. 812, Sec. 1.7.)

Last verified: January 23, 2026

Key Terms

corporationmembersarticles or bylawsboardapproval

Related Statutes

  • § 9310 Corporate Membership Rules
  • § 7310 Corporate Membership Requirements
  • § 12400 Membership Issuance Consideration Rules
  • § 12403 Corporate Membership Admission Rules
  • § 5311 Membership Consideration Determination

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 5310.
View Official Source