California Board Diversity Laws for Public Companies: What SB 826 and AB 979 Mean Today

California made national headlines when it adopted board-diversity statutes aimed at increasing representation on the boards of publicly held corporations with a principal executive office in the state. Those laws, commonly known as Women on Boards (SB 826) and Underrepresented Communities on Boards (AB 979), were designed to change board composition and require annual reporting to the California Secretary of State.

Today, however, the compliance story is more complicated than it first appeared. The California Secretary of State’s current guidance says the office is enjoined from expending state resources on the Diversity on Boards statutes and is not currently collecting related data. For public companies, that means the topic remains important for governance, disclosure history, and corporate records, but the original California enforcement framework is not operating in the same way it once did.

This article explains what the laws covered, how they were structured, what the current state guidance says, and what public companies and foreign corporations should still monitor.

What California tried to require

California’s board-diversity framework consisted of two separate laws:

• SB 826, Women on Boards: intended to increase the number of female directors on covered boards.
• AB 979, Underrepresented Communities on Boards: intended to increase the number of directors from underrepresented communities.

The statutes were aimed at publicly held corporations with a principal executive office in California. In practical terms, that included many corporations formed outside California if their principal executive office was located in the state.

The California Secretary of State described the laws as requiring covered corporations to meet minimum board composition thresholds and to report compliance through annual disclosure filings.

Which companies were covered

The state’s guidance distinguished between publicly held and publicly traded corporations.

• A publicly held corporation is a narrower category, generally limited to companies listed on the NYSE, NASDAQ, or NYSE American.
• A publicly traded corporation is broader and can also include companies traded on OTC markets.

The minimum board-diversity requirements applied to publicly held corporations with a principal executive office in California. The Secretary of State’s FAQ also explained that publicly traded corporations that were not publicly held still had annual filing obligations, even if they were not subject to the minimum director requirements.

That distinction matters for any company that does business in California, especially foreign corporations that are qualified to transact business in the state.

What the original board thresholds looked like

Under the Secretary of State’s guidance, the laws phased in board requirements based on board size.

For the gender-diversity law, the state’s FAQ described a structure that required:

• at least one female director for all covered boards,
• two female directors for boards with five members, and
• three female directors for boards with six or more members.

For the underrepresented-communities law, the state’s guidance described a similar phased approach, beginning with at least one qualifying director and then moving to minimum board counts based on board size.

The key takeaway is that California was not merely asking companies to make aspirational statements. The framework was built around specific board composition targets and annual reporting.

Current legal and regulatory status

The most important point for companies is the current status update from the California Secretary of State.

The Secretary of State’s Women on Boards and Underrepresented Communities on Boards pages state that, pursuant to final judgments and permanent injunctions entered in 2022, the office is enjoined and prohibited from expending state resources on the Diversity on Boards statutes. Those same pages also say the office is not currently collecting data related to Diversity on Boards, and the Publicly Traded Disclosure Statement was revised to remove the data fields that previously tracked those disclosures.

In practical terms, businesses should treat California’s board-diversity laws as a subject that remains historically important, but not one that currently operates as an active state data-collection program.

That does not eliminate all governance risk. It does mean that companies should be careful to separate:

• the history of the California board-diversity statutes,
• the current injunction-based status, and
• any other board-level disclosure obligations that may arise under federal law, exchange rules, investor expectations, or internal governance policies.

Why the topic still matters for board governance

Even where a statute is enjoined, its history can continue to affect how companies manage governance and compliance.

Public companies and boards should still consider:

• whether they have clear internal processes for tracking board composition,
• whether director questionnaires capture the information needed for internal governance and investor reporting,
• whether board minutes and corporate records are maintained consistently,
• whether annual state filings are being completed on time, and
• whether foreign qualification and annual report obligations are current in every jurisdiction where the company operates.

For many businesses, this is where entity formation and compliance support becomes practical. A company may have formed in one state, qualified to do business in California, and still need a reliable process for annual filings, registered agent maintenance, and entity-status tracking.

What foreign corporations should do now

Foreign corporations doing business in California should not assume that board-diversity compliance was the only issue the state ever cared about. Even when a particular statute is enjoined, companies still need to keep their broader California compliance house in order.

A sensible compliance checklist includes:

1. Confirm whether the corporation is publicly held, publicly traded, or neither.
2. Review whether the company’s principal executive office is in California.
3. Verify that annual California filings are current.
4. Maintain accurate board and officer records.
5. Confirm that internal governance policies align with the company’s disclosure obligations.
6. Monitor California Secretary of State updates for any changes to board-related filing requirements.

This is especially important for companies that operate across multiple states, because compliance obligations often differ based on domicile, qualification status, listing status, and headquarters location.

Common questions

Does California still collect board-diversity data?

According to the California Secretary of State’s current guidance, no. The office says it is not currently collecting Diversity on Boards data, and the prior data fields were removed from the Publicly Traded Disclosure Statement.

Do companies still need to file California corporate disclosures?

Yes, many publicly traded corporations still have annual filing obligations with the California Secretary of State, even though the diversity data fields were removed from the disclosure statement.

Does the injunction eliminate every board-related compliance concern?

No. It only changes the status of the Diversity on Boards statutes. Companies still need to manage federal disclosure rules, exchange requirements, internal governance practices, and ordinary state filing obligations.

The bottom line

California’s board-diversity laws were once a prominent governance initiative for publicly held corporations with a principal executive office in the state. The current Secretary of State guidance, however, reflects that the office is enjoined from enforcing the Diversity on Boards statutes and is not collecting related data.

For public companies and foreign corporations, the practical lesson is straightforward: understand the history, verify the current status, and keep California entity compliance in order. That includes annual filings, corporate recordkeeping, and a clear process for monitoring state-level requirements that can affect your business operations.

If your company is registered to do business in California, board governance should be part of a broader compliance program that also covers formation records, qualification status, and annual maintenance obligations.