California Professional Corporation Bylaws With Board Members
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FAQ
In general, corporations in California must have at least three directors on their board unless the company has less than three shareholders. In that case, the number of directors must not be less than the number of shareholders.
Corporations are required to have not less than three directors unless (1) shares have not been issued, then the number can be one or two, (2) the corporation has one shareholder, then the number can be one or two, or (3) the corporation has two shareholders, then the number can be two.
"Directors" means natural persons designated in the articles as such or elected by the incorporators and natural persons designated, elected or appointed by any other name or title to act as directors, and their successors. Amended by Stats.
Unlike your California Articles of Incorporation, California corporate bylaws are not filed with the Secretary of State. However, they are legally recognized and no less important than any public document.
Under California law, a corporation must have at least three directors, unless there are less than three shareholders. In that case, the number of directors may be equal to or greater than the number of shareholders. For example, if the corporation has only one shareholder, the number of directors may be one or two.