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Corporations Code - CORP - CORP § 5925
Corporations Code - CORP - CORP § 5925
The Attorney General may adopt regulations implementing Sections 5920 to 5924, inclusive.
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Corporations Code - CORP - CORP § 5926
Corporations Code - CORP - CORP § 5926
The Attorney General may enforce conditions imposed on the Attorney General’s consent to an agreement or transaction pursuant to Section 5914 or 5920 to the fullest extent provided by law. In addition to any legal remedies the Attorney General may have, the Attorney General shall
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Corporations Code - CORP - CORP § 5930
Corporations Code - CORP - CORP § 5930
(a) The Attorney General shall prepare a plan for an evaluation of whether additional standards for charitable care and community benefits should be established for private, not-for-profit corporations that operate or control a general acute care hospital as defined in Section 12
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Corporations Code - CORP - CORP § 6
Corporations Code - CORP - CORP § 6
Title, division, part, chapter, article, and section headings contained herein do not in any manner affect the scope, meaning, or intent of the provisions of this code.
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Corporations Code - CORP - CORP § 600
Corporations Code - CORP - CORP § 600
(a) Meetings of shareholders may be held at any place within or without this state as may be stated in or fixed in accordance with the bylaws. If no other place is stated or so fixed, shareholder meetings shall be held at the principal office of the corporation. Subject to any li
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Corporations Code - CORP - CORP § 601
Corporations Code - CORP - CORP § 601
(a) Whenever shareholders are required or permitted to take any action at a meeting a written notice of the meeting shall be given not less than 10 (or, if sent by third-class mail, 30) nor more than 60 days before the date of the meeting to each shareholder entitled to vote ther
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Corporations Code - CORP - CORP § 6010
Corporations Code - CORP - CORP § 6010
(a) A public benefit corporation may merge with any domestic corporation, foreign corporation (Section 171), or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a public benefit corporation may only merge with another pub
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Corporations Code - CORP - CORP § 6011
Corporations Code - CORP - CORP § 6011
The board of each corporation which desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state: (a) The terms and conditions
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Corporations Code - CORP - CORP § 6012
Corporations Code - CORP - CORP § 6012
The principal terms of the merger shall be approved by the members (Section 5034) of each constituent corporation and by each other person or persons whose approval of an amendment of articles is required by the articles; and the approval by the members (Section 5034) or such oth
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Corporations Code - CORP - CORP § 6013
Corporations Code - CORP - CORP § 6013
Each constituent corporation shall sign the agreement by the chairperson of its board, president or a vice president, and secretary or an assistant secretary acting on behalf of their respective corporations.
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Corporations Code - CORP - CORP § 6014
Corporations Code - CORP - CORP § 6014
After approval of a merger by the board and any approval by the members (Section 5034) or other person or persons required by Section 6012, the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attache
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Corporations Code - CORP - CORP § 6015
Corporations Code - CORP - CORP § 6015
(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 the agreement, by the members (Section 5034) or other person or persons, as required by Section 6012, of any constituent co
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Corporations Code - CORP - CORP § 6016
Corporations Code - CORP - CORP § 6016
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 members (Section 5034) or other persons entitled to approve the merger at any time before the
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Corporations Code - CORP - CORP § 6017
Corporations Code - CORP - CORP § 6017
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
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Corporations Code - CORP - CORP § 6018
Corporations Code - CORP - CORP § 6018
(a) Subject to the provisions of Section 6010, the merger of any number of 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 b
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Corporations Code - CORP - CORP § 6019
Corporations Code - CORP - CORP § 6019
If an agreement of merger is entered into between a nonprofit corporation and a business corporation: (i) Sections 6011, 6012, 6014, and 6015 shall apply to any constituent public benefit corporation; (ii) Sections 8011, 8011.5, 8012, 8014, and 8015 shall apply to any constituent
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Corporations Code - CORP - CORP § 6019.1
Corporations Code - CORP - CORP § 6019.1
(a) Subject to the provisions of Sections 6010 and 9640, any one or more corporations may merge with one or more other business entities (Section 5063.5). One or more other domestic corporations and foreign corporations (Section 5053) may be parties to the merger. Notwithstanding
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Corporations Code - CORP - CORP § 602
Corporations Code - CORP - CORP § 602
(a) Unless otherwise provided in the articles, a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of the shareholders, but in no event shall a quorum consist of less than one-third (or, in the case of a mutual wate
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Corporations Code - CORP - CORP § 6020
Corporations Code - CORP - CORP § 6020
(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 succeed, without other transfer, to all the rights and property of each of the disappearing parties to the merger and shall
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Corporations Code - CORP - CORP § 6020.5
Corporations Code - CORP - CORP § 6020.5
(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
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Corporations Code - CORP - CORP § 6021
Corporations Code - CORP - CORP § 6021
Whenever a domestic or foreign corporation or other business entity (Section 5063.5) having any real property in this state merges with another domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place in which any consti
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Corporations Code - CORP - CORP § 6022
Corporations Code - CORP - CORP § 6022
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 corporation and which takes effect or remains payable after the merger, inures to the surviving party to the merger.
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Corporations Code - CORP - CORP § 603
Corporations Code - CORP - CORP § 603
(a) Unless otherwise provided in the articles, any action that may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice, if a consent in writing, as specified in Section 195, setting forth the action so taken, shall be
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Corporations Code - CORP - CORP § 604
Corporations Code - CORP - CORP § 604
(a) Any form of proxy or written consent distributed to 10 or more shareholders of a corporation with outstanding shares held of record by 100 or more persons shall afford an opportunity on the proxy or form of written consent to specify a choice between approval and disapproval
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Corporations Code - CORP - CORP § 605
Corporations Code - CORP - CORP § 605
(a) For the purpose of determining whether a corporation has outstanding shares held of record by 100 or more persons, shares shall be deemed to be “held of record” by each person who is identified as the owner of such shares on the record of shareholders maintained by or on beha