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Corporations Code - CORP - CORP § 109

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 109

(a) Any agreement, certificate or other instrument relating to a domestic or foreign corporation filed pursuant to this division may be corrected with respect to any misstatement of fact contained therein, any defect in the execution thereof or any other error or defect contained

Corporations Code - CORP - CORP § 109.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 109.5

(a) Provisions of the articles described in paragraph (3) of subdivision (g) of Section 202 and subdivisions (a) and (b) of Section 204 may be made dependent upon facts ascertainable outside the articles, if the manner in which those facts shall operate upon those provisions is c

Corporations Code - CORP - CORP § 11

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 11

The present tense includes the past and future tenses, and the future tense includes the present.

Corporations Code - CORP - CORP § 110

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 110

(a) Upon receipt of any instrument by the Secretary of State for filing pursuant to this division, if it conforms to law, it shall be filed by, and in the office of, the Secretary of State and the date of filing endorsed thereon. Except for instruments filed pursuant to Section 1

Corporations Code - CORP - CORP § 110.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 110.5

The Secretary of State may cancel the filing of articles of a domestic corporation, including articles effecting a conversion, or the filing of a statement and designation by a foreign corporation if a check or other remittance accepted in payment of the filing fee or franchise t

Corporations Code - CORP - CORP § 1100

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 purpose corporations (Section 171.08), foreign corporations (Section 171), or other business entities (Section 174.5) pu

Corporations Code - CORP - CORP § 1101

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 merger and other persons, including a parent party (Section 1200), may be parties to the agreement of merger. The agreem

Corporations Code - CORP - CORP § 1101.1

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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, the Insurance Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction

Corporations Code - CORP - CORP § 1102

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 behalf of their respective corporations.

Corporations Code - CORP - CORP § 1103

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corpora

Corporations Code - CORP - CORP § 1104

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 agreement, by the outstanding shares (Section 152) (if required by Chapter 12) of any constituent corporation in the same m

Corporations Code - CORP - CORP § 1105

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 1105

The board may, in its discretion, abandon a merger, subject to the contractual rights, if any, of third parties, including other constituent corporations, without further approval by the outstanding shares (Section 152), at any time before the merger is effective.

Corporations Code - CORP - CORP § 1106

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, th

Corporations Code - CORP - CORP § 1107

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 1107

(a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to all the rights and property of each of the disappearing corporations and shall be subject to all the deb

Corporations Code - CORP - CORP § 1107.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 each disappearing domestic or foreign corporation or other business entity that is taxed under Part 10 (commencing with

Corporations Code - CORP - CORP § 1108

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 laws under which they are formed to effect the merger. The surviving corporation may be any one of the constituent corpo

Corporations Code - CORP - CORP § 1109

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 another domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place

Corporations Code - CORP - CORP § 111

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 111

All references in this division to the voting of shares include the voting of other securities given voting rights in the articles pursuant to subdivision (a)(7) of Section 204.

Corporations Code - CORP - CORP § 1110

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 of each class, of a corporation or corporations, domestic or foreign, the merger of the subsidiary corporation or corporat

Corporations Code - CORP - CORP § 1111

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 the affirmative vote of at least two-thirds of each class of the outstanding shares of such disappearing corporation; provi

Corporations Code - CORP - CORP § 1112

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger shall be approved by all of the o

Corporations Code - CORP - CORP § 1112.5

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 following shall apply: (a) The merger shall be approved by the affirmative vote of at least two-thirds of each class, or

Corporations Code - CORP - CORP § 1113

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 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 organized under this division and one or more foreign corporations (Section 171) may be parties to the merger. Notwithstanding

Corporations Code - CORP - CORP § 112

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 112

If the articles provide for more or less than one vote for any share on any matter, the references in Sections 152, 153 and 602 to a majority or other proportion of shares means, as to such matter, a majority or other proportion of the votes entitled to be cast. Whenever in this

Corporations Code - CORP - CORP § 113

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 113

Any reference in this division to mailing means first-class mail, postage prepaid, unless registered or some other form of mail is specified or permitted. Registered mail includes certified mail.