Chris Rogers

Existing constitutional law establishes the First Amendment right of freedom of speech. Existing case law, including Citizens United v. Federal Election Commission (2010) 558 U.S. 310 and other judicial precedents, establishes that corporate entities have First Amendment rights to engage in political speech and places limits on the suppression of political speech.

Existing law regulates the formation and operation of various types of business and nonprofit entities, including corporations, nonprofit corporations, limited liability corporations, limited partnerships, limited liability partnerships, and unincorporated associations. Existing law requires the Secretary of State to receive and process corporate and nonprofit entity filings, maintain records of those filings, and perform related duties.

This bill would establish the powers of corporations, as defined, organized under the Corporations Code. The bill would revoke all powers, privileges, and capacities previously granted to corporations under state law and provide that a corporation operating under the jurisdiction of this state possesses only those powers, privileges, and capacities specifically granted in the Corporations Code. The bill would grant a corporation perpetual duration and succession in its name and every power held by an individual to do all things necessary or convenient to carry out its business and affairs, except as specified. The bill would specify that these provisions do not grant any power to a corporation to engage in ballot issue activity or election activity. The bill would declare void any act undertaken by a corporation beyond the scope of its granted powers.

This bill would make its provisions severable and would further specify the intent and preference of the Legislature that corporations hold no powers at all, rather than be vested with powers for election activity or ballot issue activity.