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.
Publicly held corporations are a subset of publicly traded corporations.
|Market / Exchange||Publicly Held Corporations||Publicly Traded Corporations|
|OTC Markets Group Inc.||✔|
|OTC Bulletin Board||✔|
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.
Compliance is determined from publicly held corporations reporting compliance through their annual Publicly Traded Corporate Disclosure Statement filed with the California Secretary of State.
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.)
The Secretary of State reports are generated from data provided by publicly traded corporations in two separate annual disclosure filings:
For information on ordering copies of official California business entity records for a particular corporation, please refer to the Information Requests webpage.
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.
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 Directors||Minimum Female Directors Required by end of 2019||Minimum Female Directors Required by end of 2021|
|4 or fewer||1||1|
|6 or more||1||3|
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.