Can a Court Order a California Corporation to Hold a Shareholder Meeting?

Last updated: November 2026. Reviewed by Pavel Kolmogorov, California business litigation attorney (State Bar No. 321018).

Yes. A California corporation must hold an annual shareholder meeting to elect directors. Suppose it holds none for 60 days after the date set for it, or for 15 months after its last annual meeting when no date is set. Any shareholder may then apply to the superior court, which may summarily order a meeting. At that meeting the shares that attend are a quorum, whatever the bylaws say. (Corp. Code, § 600, subds. (b), (c).) Kolmogorov Law, P.C. represents shareholders and corporations in these disputes.

Call (909) 235-6116 or contact us online to discuss a corporation that has stopped holding meetings.

When a corporation never holds its annual meeting

The requirement is in the statute, not just the bylaws. An annual meeting of shareholders "shall be held for the election of directors" on a date and at a time stated in, or fixed under, the bylaws. Any other proper business may be transacted there. Regulated investment companies follow federal law instead. (Corp. Code, § 600, subd. (b).)

Skipping the meeting has a quiet effect. Directors are ordinarily elected at each annual meeting to serve until the next one. Each director also holds office until a successor has been elected and qualified. (Corp. Code, § 301, subds. (a), (b).) With no meeting and no unanimous written consent there is no election, and the same directors can stay in place year after year. For a minority owner, that means no chance to vote on who runs the company.

How a court-ordered shareholder meeting works

Two clocks trigger the remedy. The first is 60 days after the date designated for the annual meeting. The second applies when no date has been designated: 15 months after the corporation was organized or after its last annual meeting. (Corp. Code, § 600, subd. (c).)

Any shareholder may apply. The statute sets no minimum number of shares. The application goes to the superior court of the proper county, after notice to the corporation that gives it an opportunity to be heard. The court "may summarily order a meeting to be held." (Corp. Code, § 600, subd. (c).)

The order can be specific. The court may designate the time and place of the meeting, the record date for deciding who may vote, and the form of the notice. (Corp. Code, § 600, subd. (c).) The word "may" leaves the court discretion, so the application should show the missed dates and the requests that were ignored.

The quorum rule that defeats a boycott

Ordinarily a majority of the shares entitled to vote must be present, in person or by proxy, for a quorum. A meeting that never reaches a quorum can only adjourn. (Corp. Code, § 602, subds. (a), (c).) A majority owner who does not want an election could simply stay home.

A court-ordered meeting closes that door. The shares represented at the meeting and entitled to vote "shall constitute a quorum," notwithstanding any contrary provision of the articles, the bylaws, or that division of the code. (Corp. Code, § 600, subd. (c).) Whoever attends can elect the board.

Calling a special meeting without going to court

Shareholders with enough votes have a second route. Holders of shares entitled to cast at least 10 percent of the votes may call a special meeting. (Corp. Code, § 600, subd. (d).) They send a written request to the chairperson, president, vice president, or secretary. That officer must then give notice of a meeting to be held not less than 35 nor more than 60 days after the request is received. (Corp. Code, § 601, subd. (c).)

If the notice is not given within 20 days, the shareholders who called the meeting may give the notice themselves, or the superior court "shall summarily order" it. The hearing on that application is held on at least 10 business days' notice to the corporation and is decided on affidavits unless the court allows more. (Corp. Code, §§ 305, subd. (c), 601, subd. (c).) A special meeting may transact only the business described in its notice. (Corp. Code, § 601, subd. (a).)

What a meeting can fix and what it cannot

A meeting produces an election. With cumulative voting, a shareholder multiplies shares by the number of seats and may give every vote to one candidate. (Corp. Code, § 708, subd. (a).) On a three-seat board, a holder of 30 of 100 shares has 90 votes. The other 70 shares carry 210 votes, which cannot put three candidates ahead of 90. To cumulate, the candidate must be nominated and a shareholder must give notice at the meeting before the voting. (Corp. Code, § 708, subd. (b).)

A board seat brings a director's right to inspect the books, covered on our inspection rights page. A dispute over how the vote was run can go to the proceeding described on our page on contested director elections.

A meeting does not declare a dividend, unwind a past transaction, or by itself change who controls the majority of the board. Those problems call for the remedies on our minority shareholder rights page. Where all voting power is exercised at two consecutive annual meetings and the shareholders still cannot elect successors, that failure is a ground for involuntary dissolution. (Corp. Code, § 1800, subd. (b)(3).)

If you are the corporation or its majority owners

An ignored meeting requirement gives a dissatisfied owner a ready ground for a court application. Holding the meeting is the simpler answer. Written notice goes out not less than 10 (30 if sent by third-class mail) nor more than 60 days before the date. (Corp. Code, § 601, subd. (a).)

Remote meetings are allowed on conditions, and section 600 was last amended effective January 1, 2025. A meeting may not be held solely by remote communication unless all shareholders consent, the board finds an emergency, or the meeting includes a live audiovisual feed for its duration. (Corp. Code, § 600, subd. (e).)

Written consent is not a shortcut for elections. Apart from filling a vacancy not created by removal, directors may be elected in writing only by the unanimous consent of all shares entitled to vote for directors. (Corp. Code, § 603, subd. (d).) Once a director has been voted out, different rules apply; see director removal.

What to bring to the first meeting

Bring the articles and bylaws, especially the bylaw that sets the annual meeting date. Add the minutes of the last meeting actually held, the stock ledger or your share certificates, and every written request for a meeting with any reply. A list of the current directors and when each was last elected is also useful.

Frequently asked questions

Our corporation has not held a shareholder meeting in four years. Can a court order one?

Yes. Under California Corporations Code section 600, any shareholder may apply to the superior court once the annual meeting is 60 days past its designated date, or 15 months past the last annual meeting if no date is designated. The court may summarily order a meeting and set its time, place, record date, and form of notice.

How often must a California corporation hold a shareholder meeting?

Once a year. California Corporations Code section 600 requires an annual meeting of shareholders for the election of directors, on a date and at a time stated in or fixed under the bylaws. Under section 301, directors are ordinarily elected at each annual meeting to hold office until the next annual meeting.

Can a minority shareholder call a special meeting in California?

A shareholder or group holding shares entitled to cast at least 10 percent of the votes may call a special meeting under California Corporations Code section 600. After a written request, the corporation must notice a meeting 35 to 60 days out. If it does not send notice within 20 days, the shareholders may send it or ask the court to order it.

What happens if the majority shareholders boycott our court-ordered meeting so there is no quorum?

The boycott fails. At a meeting ordered under California Corporations Code section 600, the shares represented in person or by proxy and entitled to vote are a quorum, notwithstanding anything in the articles or bylaws. The shareholders who attend may elect directors even if they hold a minority of the shares.

Can directors be elected without a shareholder meeting?

Only by unanimous written consent. California Corporations Code section 603 bars electing directors by written consent unless all shares entitled to vote for directors consent. The one exception is a vacancy not created by removal, which holders of a majority of the outstanding voting shares may fill in writing.

Talk to a California shareholder dispute attorney

To discuss a corporation that will not hold meetings or elections, call (909) 235-6116 or contact us online. Kolmogorov Law, P.C. is a business litigation firm in Irvine, California. Related pages: partnership and shareholder disputes, corporate litigation, and minority shareholder rights.

This page provides general information about California law and is not legal advice. Outcomes depend on the articles, the bylaws, the shareholders' conduct, and the court.