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Corporations Code - CORP - CORP § 17710.07

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.07

(a) Whenever a limited liability company or other business entity having any real property in this state converts into a limited liability company or an other business entity pursuant to the laws of this state or of the state or place where the limited liability company or other

Corporations Code - CORP - CORP § 17710.08

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.08

(a) An other business entity or a foreign other business entity or a foreign limited liability company may be converted to a domestic limited liability company pursuant to this article only if the converting entity is authorized by the laws pursuant to which it is organized to ef

Corporations Code - CORP - CORP § 17710.09

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.09

(a) An entity that converts into another entity pursuant to this article is for all purposes other than for the purposes of Part 10 (commencing with Section 17001), Part 10.2 (commencing with Section 18401), and Part 11 (commencing with Section 23001) of Division 2 of the Revenue

Corporations Code - CORP - CORP § 17710.10

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.10

Mergers of limited liability companies shall be governed by Sections 17710.11 to 17710.19, inclusive.

Corporations Code - CORP - CORP § 17710.11

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.11

The following entities may be merged pursuant to this article: (a) Two or more limited liability companies, two or more foreign limited liability companies, or one or more limited liability companies and one or more foreign limited liability companies into one limited liability c

Corporations Code - CORP - CORP § 17710.12

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.12

(a) Each limited liability company and other business entity that desires to merge shall approve an agreement of merger. The agreement of merger shall be approved by all managers and a majority of the members of each class of membership interests of each constituent limited liabi

Corporations Code - CORP - CORP § 17710.13

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.13

Subdivision (b) of Section 17710.12 shall not apply to any transaction if the commissioner has approved the terms and conditions of the transaction and the fairness of such terms and conditions pursuant to Section 25142.

Corporations Code - CORP - CORP § 17710.14

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.14

(a) If the surviving entity is a limited liability company or an other business entity, other than a corporation in a merger in which a domestic corporation is a constituent party, after approval of a merger by the constituent limited liability companies and any constituent other

Corporations Code - CORP - CORP § 17710.15

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.15

(a) Unless a future effective date is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed under Section 17710.14, in which event the merger shall be effective at that future effective date, a merger shall be effective

Corporations Code - CORP - CORP § 17710.16

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.16

(a) Upon a merger of limited liability companies or limited liability companies and other business entities pursuant to this article, the separate existence of the disappearing limited liability companies and disappearing other business entities ceases and the surviving limited l

Corporations Code - CORP - CORP § 17710.17

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.17

(a) If the surviving entity is a domestic limited liability company or a domestic other business entity, the merger proceedings with respect to that limited liability company or other business entity and any domestic disappearing limited liability company shall conform to the pro

Corporations Code - CORP - CORP § 17710.18

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.18

Whenever a domestic or foreign limited liability company or other business entity having any real property in this state merges with another limited liability company or other business entity pursuant to the laws of this state or of the state or place where any constituent limite

Corporations Code - CORP - CORP § 17710.19

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17710.19

(a) Upon a merger pursuant to this article, a surviving domestic or foreign limited liability company or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign limited liability company or other business entity that is taxed u

Corporations Code - CORP - CORP § 17711.01

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.01

(a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 10 (commencing with Section 17710.01). (2) A merger pursuant to Article 10 (commencing with Section 17710.01). (3) The acquisition by one limited liability comp

Corporations Code - CORP - CORP § 17711.02

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.02

(a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the limited liability company agreement, or otherwise, then each member of the limited liability company holding those interests may

Corporations Code - CORP - CORP § 17711.03

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.03

(a) If members have a right under Section 17711.02, subject to compliance with paragraphs (4) and (5) of subdivision (b) of Section 17711.02, to require the limited liability company to purchase their membership interests for cash, the limited liability company shall mail to each

Corporations Code - CORP - CORP § 17711.04

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.04

Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the member pursuant to subdivision (a) of Section 17711.03, the member shall submit to the limited liability company at its principal office or

Corporations Code - CORP - CORP § 17711.05

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.05

(a) If the limited liability company and the dissenting member agree that the member’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, the dissenting member is entitled to the agreed price with interest thereon at the legal rate

Corporations Code - CORP - CORP § 17711.06

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.06

(a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail to agree upon the fair market value of a dissenting interest, then the member or any interested limited liability company

Corporations Code - CORP - CORP § 17711.07

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.07

(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding membership interests of the limited liability company, by class if necessary. Within the time fixed by the court, the appraisers,

Corporations Code - CORP - CORP § 17711.08

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.08

To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return payment or a portion of the payment by reason of Section 17711.09 or the Uniform Voidable Transactions Act (Chapter 1 (commen

Corporations Code - CORP - CORP § 17711.09

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.09

Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any payment by the limited liability company for that dissenting member’s interest, shall be credited against the total amount to b

Corporations Code - CORP - CORP § 17711.10

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.10

Except as expressly limited by this article, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limited liability, until payment by the limited liability company for their dissenti

Corporations Code - CORP - CORP § 17711.11

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.11

A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled to require the limited liability company to purchase the interest upon the happening of any of the following: (a) The limited liabilit

Corporations Code - CORP - CORP § 17711.12

statute | California | California Legislative Counsel

Corporations Code - CORP - CORP § 17711.12

If litigation is instituted to test the sufficiency or regularity of the vote or consent of the members in authorizing a reorganization, any proceedings under Sections 17711.06 and 17711.07 shall be suspended until final determination of that litigation.