CA SB870

Authorizes California corporations to ratify or validate corporate actions that were not in compliance with the General Corporation Law or corporate bylaws/articles at the time they occurred.

Requires ratification to be approved by the board and, as applicable, by shareholders or outstanding shares under the approval standards in effect at the time of ratification, with disregard of votes from shares issued pursuant to the action being ratified.

Mandates prompt notice to all shareholders and holders of purportedly issued shares that includes copies of adoption resolutions and this section, with notice deemed given when filed with the Securities and Exchange Commission for reporting companies.

Prohibits ratification if it would make previously filed instruments with the Secretary of State incorrect or incomplete, and establishes a 180-day deadline for civil actions challenging ratifications in superior court.

Allows corporations to file a Certificate of Ratification affirming previously filed instruments that were noncompliant but accurately reflected the corporate action, with retroactive effectiveness to the original filing date.