Cal. CORP § 12505
This is the official text of Cal. CORP § 12505, part of California’s Corporations Code — governs the formation and operation of corporations, LLCs, and partnerships, and regulates securities.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Official statutory text
(a) Upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating:
(1) The wording of the amendment or amended articles is in accordance with Section 12507;
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members (Section 12224) or the approval of 100 percent of the voting power is required, that the amendment was approved by the required vote of members; and
(4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment.
(b) In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 12535 shall be in lieu of any filing required under this chapter.
(1) The wording of the amendment or amended articles is in accordance with Section 12507;
(2) That the amendment has been approved by the board;
(3) If the amendment is one for which the approval of the members (Section 12224) or the approval of 100 percent of the voting power is required, that the amendment was approved by the required vote of members; and
(4) If the amendment is one which may be adopted with approval by the board alone, a statement of the facts entitling the board alone to adopt the amendment.
(b) In the event of an amendment of the articles pursuant to a merger, the filing of the officers’ certificate and agreement pursuant to Section 12535 shall be in lieu of any filing required under this chapter.
Status: in_force · Read it on the official government site
Dealing with a business matter in California?
See all California Business lawyers
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.