Annual meeting requirements under California Cal. Corp. Code § 600
California corporations must hold an annual shareholders' meeting under Cal. Corp. Code § 600 at a time fixed by the bylaws or, if not so fixed, on any date during the calendar year. The meeting can be replaced by a written consent under Cal. Corp. Code § 603, but California's consent regime has unique requirements for director elections.
| Cal. Corp. Code § 600 | Annual meeting required |
|---|---|
| Cal. Corp. Code § 603 | Action by written consent |
| Cal. Corp. Code § 601 | Special meetings |
| Cal. Corp. Code § 602 | Notice of shareholders' meetings |
| Director elections | Unanimous written consent required for director elections |
| Other actions | Majority written consent permitted |
- Annual meeting under Cal. Corp. Code § 600 at time fixed by bylaws (otherwise any date in the year)
- Written consent under § 603 permits majority for most actions
- BUT: director elections require UNANIMOUS written consent (Cal. Corp. Code § 603(d))
- Notice 10-60 days before the meeting under § 601
- California's split between majority/unanimous consent is distinctive
Cal. Corp. Code § 600 requirements
Section 600 of the California Corporations Code requires every California corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. If the bylaws do not fix the time, the meeting can be held on any date during the calendar year. The meeting elects directors for the upcoming term and addresses any other proper business.
The split consent regime under § 603
California's consent-in-lieu-of-meeting regime under § 603 has a distinctive structure. For most actions, the consent must be signed by holders of at least the minimum number of votes that would be required to take the action at a meeting (typically majority for ordinary actions). However, for the election of directors at the annual meeting, § 603(d) requires UNANIMOUS written consent of all shareholders entitled to vote, with very narrow exceptions for the election of directors to fill vacancies.
Practical implications for closely-held corporations
The unanimous-consent requirement for director elections means California closely-held corporations cannot simply pass a written-consent annual meeting at majority. Every shareholder entitled to vote must sign, or an actual meeting must be held. For corporations with minor minority shareholders who are passive or hard to reach, this creates real procedural friction. Many California corporations end up holding telephonic or in-person annual meetings rather than dealing with the consent challenge.
What's distinctive about California
The split consent regime is California's most distinctive feature for annual meetings. Combined with the broad shareholder-inspection rights under Cal. Corp. Code § 1600, California provides minority shareholders with meaningful procedural leverage. For closely-held California corporations, the annual cycle requires actual coordination with every voting shareholder (not just a majority), which makes California corporate-records compliance more demanding than most US states. The $800 minimum franchise tax adds ongoing cost pressure on top.
Octelligence generates the annual unanimous written consent or meeting minutes for every corporation, with director election, financial statement approval, and auditor appointment or waiver pre-formatted.
See Digital Corporate RecordsTracked deadlines, jurisdiction-specific templates, electronic written consents, and a complete minute book record.