Frequently Asked Questions

What is the March 2020 report for Women on Boards?

Corporations Code sections 301.3 and 2115.5 require publicly held corporations with a principal executive office in California to have a minimum number of female directors on their Boards of Directors. (Statutes of 2018, Chapter 954, [SB 826, Jackson].) Publicly held corporations were required to have at least one female director on their Board of Directors by December 31, 2019.

Corporations Code section 301.3(d) requires the Secretary of State to publish an annual report no later than March 1st of each year. The March 2020 report lists all publicly held corporations with a principal executive office in California identified through 2019 Securities and Exchange Commission filings and indicates which of those corporations reported having at least one female director on their 2019 Publicly Traded Corporate Disclosure Statement filing with Secretary of State. In addition, the March 2020 report includes a summary chart of derived data of general public interest.

What is the difference between a "publicly traded" corporation and a "publicly held" corporation?

Publicly held corporations are a subset of publicly traded corporations.

  • Publicly Held” corporations are corporations with shares listed on the New York Stock Exchange (NYSE), the National Association of Securities Dealers Automated Quotations (NASDAQ), or the NYSE American (formerly known as the American Stock Exchange or AMEX).
  • Publicly Traded” corporations are corporations with securities listed on the NYSE, NASDAQ, NYSE American, the OTC Bulletin Board, or on the electronic service operated by OTC Markets Group Inc.
Market / ExchangePublicly Held CorporationsPublicly Traded Corporations
NYSE
NASDAQ
NYSE American
OTC Markets Group Inc.  
OTC Bulletin Board  

Which corporations are required to comply with the Women on Boards minimum female director requirements?

The new minimum female director requirements apply to all publicly held California and foreign corporations. A publicly held corporation can report compliance with the statutory requirements through its annual Publicly Traded Corporate Disclosure Statement filed with the California Secretary of State.

Corporations that are publicly traded but are not publicly held are not required to meet the minimum female director requirements. However, publicly traded corporations are still required to file an annual Publicly Traded Corporate Disclosure Statement and may voluntarily disclose information regarding female directors.

flowchart of criteria in determining which corporations are required to have women on boards.

How does the Secretary of State determine compliance with Women on Boards?

Compliance is determined from publicly held corporations reporting compliance through their annual Publicly Traded Corporate Disclosure Statement filed with the California Secretary of State.

Which corporations are required to file the Publicly Traded Corporate Disclosure Statement?

A corporation with securities traded on the New York Stock Exchange (NYSE), the National Association of Securities Dealers Automated Quotations (NASDAQ), the NYSE American, (formerly known as the American Stock Exchange or AMEX), the OTC Bulletin Board, or on the electronic service operated by OTC Markets Group Inc. is a “publicly traded” corporation and is required to file a new Statement annually with the Secretary of State within 150 days of the end of its fiscal year. (Corporations Code sections 1502.1 and 2117.1.)

How do I find more information about the corporations listed in the Secretary of State reports?

The Secretary of State reports are generated from data provided by publicly traded corporations in two separate annual disclosure filings:

  • Publicly Traded Corporate Disclosure Statement: a corporation’s California filing with the Secretary of State’s office, available to the public for free on the Secretary of State's website through the Business Search. Also, an abstract of the information contained in the filed Publicly Traded Corporate Disclosure Statements is available on the Secretary of State's website in a searchable database through the Publicly Traded Corporate Disclosure Search.
  • SEC Form 10-K: a corporation’s federal filing with the United States Securities and Exchange Commission (SEC), available to the public for free through the SEC’s Electronic Data Gathering, Analysis, and Retrieval system (EDGAR) Company Filings Search.

For information on ordering copies of official California business entity records for a particular corporation, please refer to the Information Requests webpage.

What are the Women on Boards female director requirements for 2019?

All publicly held corporations with a principal executive office located in California must have at least one female director on their Board of Directors by December 31, 2019.

Are there any additional Women on Boards requirements that apply after 2019?

Yes. By December 31, 2021, all publicly held corporations with a principal executive office located in California must have a minimum number of female directors based on the total number of directors on their Board of Directors as follows:

Total Number of DirectorsMinimum Female Directors Required by end of 2019Minimum Female Directors Required by end of 2021
4 or fewer 1 1
5 1 2
6 or more 1 3

Are all foreign corporations required to register with the California Secretary of State?

All foreign corporations transacting intrastate business in California are required to register with the Secretary of State prior to conducting business. (Corporations Code section 2105.) Foreign corporations wishing to register can complete a Statement and Designation by Foreign Corporation and submit the completed form, including the required certificate of good standing from their home jurisdiction, along with the applicable fees, to Secretary of State, Business Entities Filings Unit, P.O. Box 944260, Sacramento, CA 94244-2600 or deliver in person (drop off) to the Sacramento office, 1500 11th Street, 3rd Floor, Sacramento, CA 95814. This form only is filed in the Sacramento office.