It is sometimes said that California Corporations Code section 2116 “codifies” the internal affairs doctrine. See, e.g., Drulias v. 1st Century Bancshares, Inc. , 30 Cal. App. 5th 696, 705, 241 Cal. Rptr. 3d 843, 851 (2018). However, that proposition is not entirely accurate. Section 2116 provides:
The directors of a foreign corporation transacting intrastate business are liable to the corporation, its shareholders, creditors, receiver, liquidator or trustee in bankruptcy for the making of unauthorized dividends, purchase of shares or distribution of assets or false certificates, reports or public notices or other violation of official duty according to any applicable […]
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