False Reports

Every director, officer, or agent of any corporation, domestic or foreign, is guilty of a felony who:

(1) Refuses to make any book entry or post any notice required by law in the manner required by law; or

(2) Knowingly concurs in making, publishing, or posting either generally or privately to the shareholders or other persons (a) any written report, exhibit, statement of its affairs or pecuniary condition, or notice containing any material statement which is false, or (b) any untrue or willfully or fraudulently exaggerated report, prospectus, account, statement of operations, values, business, profits, expenditures, or prospects, or (c) any other paper or document intended, or having a tendency, to give the shares of stock in the corporation a greater value or a less apparent market value than they really possess.
 

Falsification of Books

A director, officer, or agent of any corporation is also guilty of a public offense, punishable by imprisonment in a state prison, or by imprisonment in a county jail for a period not exceeding one year, or a fine not exceeding $1,000 or by both such fine and imprisonment, who:

(1) knowingly receives possession of 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 of it in the books or accounts of the corporation; or

(2) with intent to defraud, alters any of the books or securities belonging to the corporation or makes or concurs in omitting to make any material entry in any record or document kept by the corporation. This provision applies to corporations both domestic and foreign.
 

Exhibition of False Papers to Public Officer or Board

Every officer, agent, or clerk of any corporation, domestic or foreign, or any person proposing to organize a corporation or to increase the capital stock of any such corporation, who knowingly exhibits any false, forged, or altered document or instrument 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, may be punished by imprisonment in a state prison, or by imprisonment in a county jail for a period not exceeding one year.
 

Subscribing Name of Other Person

Every person who, without being authorized so to do, subscribes the name of another to or inserts the name of another in any prospectus, circular, or other advertisement or announcement of any corporation, domestic or foreign, whether existing or intended to be formed, with intent to permit the document to be published and thereby to lead persons to believe that the person whose name is so subscribed is an officer, agent, shareholder, or promoter of the corporation, when in fact no such relationship exists to the knowledge of such person, is guilty of a misdemeanor.
 

Foreign Incorporation Not a Defense

In a prosecution for any of the above violations, the fact that the corporation was a foreign corporation is no defense if it was carrying on business or keeping an office for business within this state.

THE FOREGOING IS ONLY A GENERAL SUMMARY OF CALIFORNIA CORPORATIONS LAW OR A PORTION THEREOF, AND DOES NOT PURPORT TO BE AN ACCURATE OR COMPLETE STATEMENT OF THE LAW APPLICABLE TO CORPORATIONS IN CALIFORNIA. IT DOES NOT CONSTITUTE A LEGAL OPINION. INDIVIDUAL SITUATIONS MAY VARY. FOR AN ACCURATE LEGAL OPINION, ALWAYS CONSULT AN ATTORNEY.