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CALIFORNIA CORPORATIONS CODE |
§ 1500. Keeping adequate and correct books and records of accounts; Minutes of proceedings; Form
Each corporation shall keep adequate and correct books and
records of account and shall keep minutes of the proceedings of its
shareholders, board and committees of the board and shall keep at its
principal executive office, or at the office of its transfer agent
or registrar, a record of its shareholders, giving the names and
addresses of all shareholders and the number and class of shares held
by each. Those minutes and other books and records shall be kept
either in written form or in another form capable of being converted
into clearly legible tangible form or in any combination of the
foregoing. When minutes and other books and records are kept in a
form capable of being converted into clearly legible paper form, the
clearly legible paper form into which those minutes and other books
and records are converted shall be admissible in evidence, and
accepted for all other purposes, to the same extent as an original
paper record of the same information would have been, provided that
the paper form accurately portrays the record.
§ 1507. False statements or entries; Tampering with entries; Liability
Any officers, directors, employees or agents of a corporation
who do any of the following are liable jointly and severally for all
the damages resulting therefrom to the corporation or any person
injured thereby who relied thereon or to both:
(a) Make, issue, deliver or publish any prospectus, report,
circular, certificate, financial statement, balance sheet, public
notice or document respecting the corporation or its shares, assets,
liabilities, capital, dividends, business, earnings or accounts which
is false in any material respect, knowing it to be false, or
participate in the making, issuance, delivery or publication thereof
with knowledge that the same is false in a material respect.
(b) Make or cause to be made in the books, minutes, records or
accounts of a corporation any entry which is false in any material
particular knowing such entry is false.
(c) Remove, erase, alter or cancel any entry in any books or
records of the corporation, with intent to deceive.
§ 2254. False statements affecting value of shares; Refusal to make book entry or post notice required; Felony
Every director, officer or agent of any corporation, domestic
or foreign, is guilty of a felony
(a) who knowingly concurs in
making, publishing or posting either generally or privately to the
shareholders or other persons
(1) any written report, exhibit,
statement of its affairs or pecuniary condition or notice containing
any material statement which is false, or
(2) any untrue or willfully
or fraudulently exaggerated report, prospectus, account, statement of
operations, values, business, profits, expenditures or prospects, or
(3) any other paper or document intend to produce or give, or having
a tendency to produce or give, the shares of stock in such
corporation a greater value or a less apparent or market value than
they really possess, or
(b) who refuses to make any book entry or
post any notice required by the law in manner required by law.
§ 2255. Fraudulent receipt or possession of property; Destruction, alteration or falsification of books, etc.; Omitting entries; Public offense; Penalty
(a) Every director, officer or agent of any corporation,
domestic or foreign, who knowingly receives or acquires possession of
any property of the corporation, otherwise than in payment of a just
demand, and, with intent to defraud, omits to make, or to cause or
direct to be made, a full and true entry thereof in the books or
accounts of the corporation is guilty of a public offense.
(b) Every director, officer, agent or shareholder of any
corporation, domestic or foreign, who, with intent to defraud,
destroys, alters, mutilates or falsifies any of the books, papers,
writings or securities belonging to the corporation or makes or
concurs in omitting to make any material entry in any book of
accounts or other record or document kept by the corporation is
guilty of a public offense.
(c) Each public offense specified in this section is punishable by
imprisonment in a state prison, or by imprisonment in a county jail
for not exceeding one year, or a fine not exceeding one thousand
dollars ($1,000), or by both such fine and imprisonment.
§ 2256. Exhibition of false, etc., instrument to public officer or board with intent to deceive; Penalty
Every officer, agent or clerk of any corporation, domestic or
foreign, or any person proposing to organize such a corporation or
to increase the capital stock of any such corporation, who knowingly
exhibits any false, forged or altered book, paper, voucher, security
or other instrument of evidence to any public officer or board
authorized by law to examine the organization of such corporation or
to investigate its affairs or to allow an increase of its capital,
with intent to deceive such officer or board in respect thereto, is
punishable by imprisonment in a state prison, or by imprisonment in a
county jail for not exceeding one year.
California Corporations Code (2008).
THE FOREGOING IS AN ACCURATE EXCERPT OF THE CALIFORNIA CORPORATIONS CODE AS OF THE DATE STATED. THE LAW MAY CHANGE. PLEASE CONTACT AN ATTORNEY FOR AN UPDATED STATEMENT OF THE LAW.
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