In February of this year, California Assembly Member Jesse Gabriel introduced a bill making certain technical, nonsubstantive changes to a provision of the Penal Code concerning the removal of prison inmates for court appearances. Last Thursday, he gutted that bill, AB 2432, and amended it to establish the "California Crime Victims Fund".

The bill now provide that if any "corporation" is convicted of any offense under the Penal Code, the judge may impose an additional fine that does not exceed the greatest any of the following:

• The fine prescribed for the offense of which the corporation has been convicted;
• The greater of twice the gross gain or twice the gross loss; and
• $25,000,000.

Interestingly, the bill defines "corporation" as an "entity that acts as a single, fictional person that has been formed pursuant to the Corporations Code". Not surprisingly, this definition encompasses corporations organized under the General Corporation, Social Purpose, Nonprofit Corporation, and Cooperative Corporation Laws, among others. Less obviously, other types of businesses would be considered to be corporations even though they are not corporations. Limited partnerships, for example, are organized pursuant to the Corporations Code (Section 15901.04(b)) as are limited liability companies (Section 17702.01(d)). It is less clear whether a general partnership would be considered to be a corporation. The California Uniform Partnership Act of 1994 is included within the Corporations Code, but it might be argued that a general partnership is not formed pursuant to the Corporations Code because, unlike corporations, limited partnerships, and LLCs, a general partnership is not formed by a filing with the Secretary of State's office.

It should be noted that not all corporations are formed pursuant to the Corporations Code. For example, certain corporations are formed pursuant to the Food and Agricultural Code. See, e.g., Cal. Corp. Code § 54002.

Another oddity about this proposed legislation is that only California corporations would be at risk for an additional fine because corporations formed under another jurisdiction's laws would not come within the definition of a "corporation".