The California General Corporation Law is part of the California Corporations Code, but not every corporation incorporated in California is formed or governed by the General Corporation Law.   In fact, the Corporations Code includes separate law governing a wide variety of corporations that are formed pursuant to laws other than the GCL, including:

• Social purpose corporations;
• Nonprofit corporations (nonprofit public benefit, mutual benefit and religious);
• Corporations sole;
• Cooperative corporations;
• Fish marketing corporations; and
• Benefit corporations

Just as many courts conflate limited liability companies with corporations, some courts fail to recognize that all California corporations are not governed by the same corporate law.  For example the Court of Appeal in a recent unpublished opinion accurately adjudged that LLCs are not governed by corporate statutes, but failed to recognize that the cited provision of the Corporations Code applies to only to cooperative corporations, not corporations formed under the General Corporation Law:

But while Milks cites a California statute that requires a domestic corporation to provide written notice to all its members and creditors of a voluntary winding up proceeding ([Corporations Code] § 12633), he provides no authority for the proposition that the statute applies to foreign or domestic limited liability companies. 

Milks v. Affirmed Technologies, Inc., 2024 WL 1502944 (April 5, 2024) (footnote omitted).