Although a California corporation may issue non-voting shares that does not mean the shares never get to vote.

California Corporations Code section 117 instructs:
“Any requirement [the General Corporations Law] for a vote of each class of outstanding shares means such a vote regardless of limitations or restrictions upon the voting rights thereof, unless expressly limited to voting shares.”

Thus, certain actions by a California corporation will require a vote of non-voting shares if the law requires a “vote of each class of outstanding shares”. One such instance is when a proposed amendment falls within California Corporations Code section 903(a), when it will, “Change the rights, preferences, privileges or restrictions of the shares of such class.”

If your corporation has voting and nonvoting shares, it is imperative to consult an attorney well versed in corporate law before you undertake any action that might in any manner have an effect on any non-voting or preferred shares.

The information presented is not intended to be, and does not constitute, “legal advice.” Because each situation varies, and only brief summary information is provided here, you should not use this information as a basis for action unless you have independently verified with your own counsel that it applies to your particular situation.