This title does not affect actions against directors, shareholders, or members of a corporation, to recover a penalty or forfeiture imposed, or to enforce a liability created by law; but such actions must be brought within three years after the discovery by the aggrieved party of the facts upon which the penalty or forfeiture attached, or the liability was created.
§ 359.Actions Against Directors, Shareholders Or Members of Corporations to Recover Penalty Or Forfeiture
Title 2. Of the Time of Commencing Civil Actions · Chapter 4. General Provisions as to the Time of Commencing Actions · Last amended 1978 · Last verified July 28, 2026
In one sentenceSection 359 preserves a three-year period, measured from the aggrieved party's discovery of the relevant facts, for actions against corporate directors, shareholders, or members to recover a penalty or forfeiture or to enforce a statutory liability.
Full Text of § 359
Plain-English Summary
Section 359 carves out actions against the directors, shareholders, or members of a corporation seeking to recover a penalty or forfeiture, or to enforce a liability created by law, from this title's general time limits. Those actions keep their own three-year period.
The three years run from the aggrieved party's discovery of the facts underlying the penalty, forfeiture, or liability — not from some earlier date when the underlying conduct occurred. That discovery-based trigger can give a plaintiff more time than a straight accrual-based rule would.
Frequently Asked Questions
How long do I have to sue a corporate director for a statutory penalty in California?
Section 359 gives three years, measured from the aggrieved party's discovery of the facts underlying the penalty, forfeiture, or liability.
Does the three-year period run from when the wrongful conduct happened or from discovery?
From discovery. Section 359 measures its three years from the discovery of the relevant facts, not from the date of the underlying conduct.
Amendment History
Amended by Stats. 1978, Ch. 1305.
Source & verification. Section text is reproduced verbatim from
the Deering's California Codes Annotated / vLex. Enacted by the California Legislature.
Last verified July 28, 2026.
· Official source
Also known as: suing corporate directors statute of limitations californiapenalty forfeiture discovery rule