CA SB218

Amends California Corporations Code to permit otherwise lawful corporate actions that did not comply with the General Corporation Law, articles, bylaws, or corporate agreements to be ratified by the board and shareholders, or validated by superior court.

Requires ratification approval by the board and, as applicable, shareholders or outstanding shares according to applicable rules in effect at the time of ratification, unless no shares are outstanding or a higher approval standard applies.

Prohibits ratification of corporate actions involving noncompliance with director duty requirements (Section 309), director conflicts of interest (Section 310), indemnification restrictions (Section 315), or share issuance restrictions (Sections 500-501).

Requires corporations to file a certificate of ratification or validation with the Secretary of State if a ratified action would have required filing or if prior filings would become inaccurate or incomplete.

Permits superior courts to validate corporate actions upon petition by authorized persons such as the corporation, directors, shareholders, or substantially affected parties, with a 180-day filing deadline after notice of ratification.