The General Corporation Law Is “English Only”


In China’s Hunan province, a written syllabic script was created, used and understood only by women.  This script is called NüShu (??), meaning women’s book.  As far as I know,  NüShu is the only exclusively gender based written language to have ever been created.  While it is true that Japanese noblewomen historically favored the Hiragana script, Japanese men did, and still do, write using Hiragana.

What if a California corporation decided to keep all of its books and records in NüShu so as to make them inaccessible to its male shareholders?  As creative and bizarre as this strategem might be, it runs afoul of Section 8 of the California Corporations Code.  That statute provides that whenever any notice, report, statement or record is required or authorized by Corporations Code, it must be made in writing in the English language.  I couldn’t find any reported decisions in which this English language requirement has been an issue. 

Nor has this requirement prevented the Secretary of State’s office from accepting articles of incorporation and other documents that include names incorporating non-English words.  However, the Secretary of State has adopted a regulation, 2 CCR § 2100(a), which requires that business entity names use the English alphabet or Arabic numerals (0, 1, 2, 3, 4, 5, 6, 7, 8, 9) or symbols as listed in § 21002(b)(6)(B) or a combination thereof.

“Each man marvelled what it might mean that a knight and his steed should have even such a hue as the green grass . . .”

Yesterday’s post warned of the danger of fraudsters using green energy as a means to lure investors.  SB 43 (Wolk) would have designated “bill credits” as a class of exempt securities under the Corporate Securities Law of 1968.  After publishing the post, I was informed by the Chief Consultant to the Assembly Committee on Utilities and Commerce that Senator Wolk had agreed to remove the exemption from her bill at a hearing before the Committee earlier this week.


DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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