republic-os/legislation/us/states/ca/20172018/ab-2237.md

---
type: "Bill"
title: "Corporations: corporate records."
description: "The General Corporation Law provides for the formation of domestic general corporations by the execution and filing of articles of incorporation with the Secretary of State. Under that law, the business and affairs of these corporations are generally managed by, and all corporate powers exercised by or under, the direction of their boards of directors, and each director is elected by shareholder vote, with certain exceptions, as specified. That law also allows foreign corporations to transact intrastate business by obtaining certificates of qualification from the Secretary of State and requires foreign corporations that meet certain criteria to comply with specified provisions applicable to domestic general corporations to the exclusion of the law of the jurisdiction in which the foreign corporation is incorporated."
jurisdiction: "us/states/ca"
legislature: "California Legislature"
session: "20172018"
identifier: "AB 2237"
citation: "California AB 2237 (20172018)"
classification: ["bill"]
subjects: ["Corporations: corporate records."]
status: "enacted"
primary_sponsors: ["Maienschein"]
version_count: 5
action_count: 17
vote_count: 5
first_action: "2018-02-13"
last_action: "2018-07-09"
source: "openstates"
source_identifier: "ocd-bill/9f638bb4-172f-4941-ab87-944fa6b15835"
source_url: "http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201720180AB2237"
source_hash: "1617e370e2fe66374a5c8742179626e30b8a5b95d85f9dd754fe4387c1918bd1"
vintage: "2026-07-01"
source_snapshot: "https://data.openstates.org/daily/2026-07-01/public.pgdump"
retrieved_at: "2026-07-06"
confidence: "reported"
tags: ["legislation", "bill", "us-ca"]
---

# California AB 2237 (20172018) — Corporations: corporate records.

The General Corporation Law provides for the formation of domestic general corporations by the execution and filing of articles of incorporation with the Secretary of State. Under that law, the business and affairs of these corporations are generally managed by, and all corporate powers exercised by or under, the direction of their boards of directors, and each director is elected by shareholder vote, with certain exceptions, as specified. That law also allows foreign corporations to transact intrastate business by obtaining certificates of qualification from the Secretary of State and requires foreign corporations that meet certain criteria to comply with specified provisions applicable to domestic general corporations to the exclusion of the law of the jurisdiction in which the foreign corporation is incorporated.

## Version chain

The bill's text revisions, in order — the diff chain from filing to enrollment.

1. **02/13/18 - Introduced** (filed) — [source](https://leginfo.legislature.ca.gov/faces/billPdf.xhtml?bill_id=201720180AB2237&version=20170AB223799INT)
2. **05/21/18 - Amended Senate** (committee substitute) — [source](https://leginfo.legislature.ca.gov/faces/billPdf.xhtml?bill_id=201720180AB2237&version=20170AB223798AMD)
3. **07/09/18 - Chaptered** (committee substitute) — [source](https://leginfo.legislature.ca.gov/faces/billPdf.xhtml?bill_id=201720180AB2237&version=20170AB223796CHP)
4. **AB2237** (committee substitute) — [source](http://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=201720180AB2237)
5. **06/22/18 - Enrolled** (enrolled) — [source](https://leginfo.legislature.ca.gov/faces/billPdf.xhtml?bill_id=201720180AB2237&version=20170AB223797ENR)

## Votes

- AB 2237 MAIENSCHEIN Concurrence in Senate Amendments — **75–0** (pass) · lower
- Do pass. — **11–0** (pass) · lower
- Consent Calendar AB2237 — **37–0** (pass) · upper
- AB 2237 MAIENSCHEIN Assembly Third Reading — **74–0** (pass) · lower
- Do pass and be ordered to the Consent Calendar — **6–0** (pass) · upper

## Sponsors

- Maienschein — primary (person)

## Timeline

The legislative action history — every referral, reading, and vote.

- **2018-02-13** Read first time. To print. `reading-1`
- **2018-02-14** From printer. May be heard in committee March 16.
- **2018-03-01** Referred to Com. on B. & F. `referral-committee`
- **2018-05-01** From committee: Do pass. (Ayes 11. Noes 0.) (April 30). `committee-passage-favorable, committee-passage`
- **2018-05-02** Read second time. Ordered to third reading. `reading-2, reading-1`
- **2018-05-07** Read third time. Passed. Ordered to the Senate. (Ayes 74. Noes 0. Page 5038.) `reading-3, passage, reading-1`
- **2018-05-07** In Senate. Read first time. To Com. on RLS. for assignment. `reading-1`
- **2018-05-17** Referred to Com. on B. & F.I. `referral-committee`
- **2018-05-21** From committee chair, with author's amendments: Amend, and re-refer to committee. Read second time, amended, and re-referred to Com. on B. & F.I. `amendment-passage, referral-committee, reading-2, reading-1, amendment-introduction`
- **2018-06-06** From committee: Do pass. To Consent Calendar. (Ayes 6. Noes 0.) (June 6). `committee-passage-favorable, committee-passage`
- **2018-06-07** Read second time. Ordered to Consent Calendar. `reading-2, reading-1`
- **2018-06-14** Read third time. Passed. Ordered to the Assembly. (Ayes 37. Noes 0. Page 4664.). `reading-3, passage, reading-1`
- **2018-06-14** In Assembly. Concurrence in Senate amendments pending. May be considered on or after June 16 pursuant to Assembly Rule 77.
- **2018-06-21** Senate amendments concurred in. To Engrossing and Enrolling. (Ayes 75. Noes 0. Page 5926.). `committee-passage-favorable, amendment-passage`
- **2018-06-26** Enrolled and presented to the Governor at 3 p.m.
- **2018-07-09** Approved by the Governor. `executive-signature`
- **2018-07-09** Chaptered by Secretary of State - Chapter 76, Statutes of 2018.

## Source

OpenStates / OpenCivicData bulk snapshot [2026-07-01](https://data.openstates.org/daily/2026-07-01/public.pgdump); origin `ocd-bill/9f638bb4-172f-4941-ab87-944fa6b15835`. Confidence: reported (aggregated from official California legislature records).