CHAPTER 11. Merger [1100. - 1113.]
Chapter 11 added by Stats. 1975, Ch. 682.
§§ 1100–1113 · 17 sections
- § 1100 Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167), social…
- § 1101 (a) 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…
- § 1101.1 Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction if the Commissioner of Financial Protection and Innovation,…
- § 1102 Each corporation shall sign the agreement by its chairperson of the board, president or a vice president and secretary or an assistant secretary acting on…
- § 1103 After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200), the…
- § 1104 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 the…
- § 1105 The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations,…
- § 1106 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…
- § 1107 (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without…
- § 1107.5 (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…
- § 1108 (a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by the…
- § 1109 Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with…
- § 1110 (a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding shares…
- § 1111 If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved by…
- § 1112 If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a…
- § 1112.5 If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a social purpose corporation, both of the…
- § 1113 (a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not…