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Corporations Code - CORP - CORP § 12680
Corporations Code - CORP - CORP § 12680
Foreign corporations transacting intrastate business shall comply with Chapter 21 (commencing with Section 2100) of Division 1, except as to matters specifically otherwise provided for in this part and except that Section 2115 shall not be applicable.
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Corporations Code - CORP - CORP § 12690
Corporations Code - CORP - CORP § 12690
As used in Sections 12690 to 12704, inclusive, of this part: (a) “New law” means Part 2 (commencing with Section 12200) of Division 3 of Title 1 of the Corporations Code enacted by the California Legislature during the 1981–82 Regular Session and operative January 1, 1984. (b) “P
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Corporations Code - CORP - CORP § 12691
Corporations Code - CORP - CORP § 12691
(a) The new law shall apply to all corporations which are incorporated on or after January 1, 1984, under Part 2 (commencing with Section 12200) of this division or which are expressly governed by Part 2 pursuant to a particular provision of this division or other specific statut
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Corporations Code - CORP - CORP § 12692
Corporations Code - CORP - CORP § 12692
(a) The provisions of Sections 12310 and 12313 of the new law relating to the contents of articles of incorporation do not apply to subject corporations unless and until an amendment of the articles is filed stating that the corporation elects to be governed by all of the provisi
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Corporations Code - CORP - CORP § 12693
Corporations Code - CORP - CORP § 12693
Section 12320 of the new law shall apply to subject corporations, but any statement in the articles of these corporations prior to an amendment thereof pursuant to Section 12692, relating to the powers of the corporation, shall not be construed as a limitation unless it is expres
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Corporations Code - CORP - CORP § 12694
Corporations Code - CORP - CORP § 12694
Subdivision (a) of Section 12353 of the new law shall apply to subject corporations, but the treasurer of these corporations shall be deemed to be the chief financial officer unless otherwise provided in the articles or bylaws.
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Corporations Code - CORP - CORP § 12695
Corporations Code - CORP - CORP § 12695
Section 12377 governs any proposed indemnification by a subject corporation after January 1, 1984, whether the events upon which the indemnification is based occurred before or after January 1, 1984. Any statement relating to indemnification contained in the articles or bylaws of
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Corporations Code - CORP - CORP § 12696
Corporations Code - CORP - CORP § 12696
(a) The provisions of Chapter 5 (commencing with Section 12460) and Chapter 6 (commencing with Section 12480) of the new law shall apply to any meeting of members of a subject corporation, held on or after January 1, 1984, and to any action by such members pursuant to a written b
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Corporations Code - CORP - CORP § 12697
Corporations Code - CORP - CORP § 12697
Section 12490 of the new law shall apply to actions commenced on or after January 1, 1984, with respect to a subject corporation. The prior law shall govern actions which are commenced prior to January 1, 1984, but are still pending on January 1, 1984.
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Corporations Code - CORP - CORP § 12698
Corporations Code - CORP - CORP § 12698
Chapter 9 (commencing with Section 12520) and Chapter 10 (commencing with Section 12530) of the new law shall apply to transactions consummated by a subject corporation on or after January 1, 1984, unless the approval required by the prior law has been given prior to January 1, 1
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Corporations Code - CORP - CORP § 12699
Corporations Code - CORP - CORP § 12699
Chapter 15 (commencing with Section 12620) and Chapter 17 (commencing with Section 12650) of the new law shall apply to acts for involuntary dissolution of a subject corporation commenced on or after January 1, 1984. The prior law shall govern any of these actions which are comme
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Corporations Code - CORP - CORP § 12700
Corporations Code - CORP - CORP § 12700
Chapter 16 (commencing with Section 12630) and Chapter 17 (commencing with Section 12650) of the new law shall apply to any voluntary dissolution proceeding initiated with respect to a subject corporation by the filing on or after January 1, 1984, of an election to wind up and di
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Corporations Code - CORP - CORP § 12701
Corporations Code - CORP - CORP § 12701
When any corporate agent has been designated for service of process prior to January 1, 1984, and such designation of an agent included a name of a city, town, or village where the corporate agent maintained an office, service on such an agent may be effected at any office of the
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Corporations Code - CORP - CORP § 12702
Corporations Code - CORP - CORP § 12702
Any subject corporation that existed on the first day of January 1873, was formed under the laws of this state, and which has not already elected to continue its existence under the prior law, may at any time elect to continue its existence under the provisions of this code appli
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Corporations Code - CORP - CORP § 12704
Corporations Code - CORP - CORP § 12704
If the corporate rights, privileges, and powers of a subject corporation have been suspended and are still suspended immediately prior to January 1, 1984 pursuant to the prior law, as a result of its incorporation of the General Nonprofit Corporation Law (commencing with Section
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Corporations Code - CORP - CORP § 13
Corporations Code - CORP - CORP § 13
The singular number includes the plural, and the plural number includes the singular.
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Corporations Code - CORP - CORP § 1300
Corporations Code - CORP - CORP § 1300
(a) If the approval of the outstanding shares (Section 152) of a corporation is required for a reorganization under subdivisions (a) and (b) or subdivision (e) or (f) of Section 1201, each shareholder of the corporation entitled to vote on the transaction and each shareholder of
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Corporations Code - CORP - CORP § 1301
Corporations Code - CORP - CORP § 1301
(a) If, in the case of a reorganization, any shareholders of a corporation have a right under Section 1300, subject to compliance with paragraphs (3) and (4) of subdivision (b) thereof, to require the corporation to purchase their shares for cash, that corporation shall mail to e
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Corporations Code - CORP - CORP § 1302
Corporations Code - CORP - CORP § 1302
Within 30 days after the date on which notice of the approval by the outstanding shares or the notice pursuant to subdivision (h) of Section 1110 was mailed to the shareholder, the shareholder shall submit to the corporation at its principal office or at the office of any transfe
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Corporations Code - CORP - CORP § 1303
Corporations Code - CORP - CORP § 1303
(a) If the corporation and the shareholder agree that the shares are dissenting shares and agree upon the price of the shares, the dissenting shareholder is entitled to the agreed price with interest thereon at the legal rate on judgments from the date of the agreement. Any agree
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Corporations Code - CORP - CORP § 1304
Corporations Code - CORP - CORP § 1304
(a) If the corporation denies that the shares are dissenting shares, or the corporation and the shareholder fail to agree upon the fair market value of the shares, then the shareholder demanding purchase of such shares as dissenting shares or any interested corporation, within si
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Corporations Code - CORP - CORP § 1305
Corporations Code - CORP - CORP § 1305
(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per share. Within the time fixed by the court, the appraisers, or a majority of them, shall make and file a report in the office of the clerk of the court. Thereu
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Corporations Code - CORP - CORP § 1306
Corporations Code - CORP - CORP § 1306
To the extent that the provisions of Chapter 5 prevent the payment to any holders of dissenting shares of their fair market value, they shall become creditors of the corporation for the amount thereof together with interest at the legal rate on judgments until the date of payment
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Corporations Code - CORP - CORP § 1307
Corporations Code - CORP - CORP § 1307
Cash dividends declared and paid by the corporation upon the dissenting shares after the date of approval of the reorganization by the outstanding shares (Section 152) and prior to payment for the shares by the corporation shall be credited against the total amount to be paid by
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Corporations Code - CORP - CORP § 1308
Corporations Code - CORP - CORP § 1308
Except as expressly limited in this chapter, holders of dissenting shares continue to have all the rights and privileges incident to their shares, until the fair market value of their shares is agreed upon or determined. A dissenting shareholder may not withdraw a demand for paym