CHAPTER 10. Mergers [12530. - 12552.]

Chapter 10 added by Stats. 1982, Ch. 1625, Sec. 3.

§§ 12530–12552 · 17 sections

1. ARTICLE 1. Merger §§ 12530–12540.1 · 13 sections

   • § 12530 Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, foreign corporation, or other business entity. However, a…
   • § 12530.5 Notwithstanding Section 12530, a worker cooperative that has not revoked its election to be governed as a worker cooperative under Section 12310.5 shall not…
   • § 12531 The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of…
   • § 12532 Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a…
   • § 12533 (a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge. The approval…
   • § 12534 Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president and secretary or an assistant secretary…
   • § 12535 After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of the agreement of…
   • § 12536 (a) Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of…
   • § 12537 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
   • § 12538 A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original…
   • § 12539 (a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business…
   • § 12540 If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533,…
   • § 12540.1 (a) Any one or more corporations may merge with one or more other business entities (Section 12242.5). Subject to the provisions of Section 12530, one or more…
2. ARTICLE 2. Effect of Merger §§ 12550–12552 · 4 sections

   • § 12550 (a) Upon merger pursuant to this chapter the separate existences of the disappearing parties to the merger cease and the surviving party to the merger shall…
   • § 12550.5 (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of…
   • § 12551 Whenever a domestic or foreign corporation or other business entity (Section 12242.5) having any real property in this state merges with another domestic or…
   • § 12552 Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, which is made to a constituent…