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Corporations Code - CORP - CORP § 7813.5
Corporations Code - CORP - CORP § 7813.5
(a) A mutual benefit corporation may amend its articles to change its status to that of a public benefit corporation, a religious corporation, a business corporation, a social purpose corporation, or a cooperative corporation by complying with this section and the other sections
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Corporations Code - CORP - CORP § 7814
Corporations Code - CORP - CORP § 7814
(a) Except for amendments adopted by the incorporators pursuant to Section 7811, upon adoption of an amendment, the corporation shall file a certificate of amendment, which shall consist of an officers’ certificate stating: (1) The wording of the amendment or amended articles in
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Corporations Code - CORP - CORP § 7815
Corporations Code - CORP - CORP § 7815
In the case of amendments adopted by the incorporators under Section 7811, the corporation shall file a certificate of amendment signed and verified by a majority of the incorporators which shall state that the signers thereof constitute at least a majority of the incorporators,
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Corporations Code - CORP - CORP § 7816
Corporations Code - CORP - CORP § 7816
The certificate of amendment shall establish the wording of the amendment or amended articles by one or more of the following means: (a) By stating that the articles shall be amended to read as therein set forth in full. (b) By stating that any provision of the articles, which sh
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Corporations Code - CORP - CORP § 7817
Corporations Code - CORP - CORP § 7817
Upon the filing of the certificate of amendment, the articles shall be amended in accordance with the certificate and any change, reclassification or cancellation of memberships shall be effected, and a copy of the certificate, certified by the Secretary of State, is prima facie
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Corporations Code - CORP - CORP § 7818
Corporations Code - CORP - CORP § 7818
A corporation formed for a limited period may at any time subsequent to the expiration of the term of its corporate existence, extend the term of its existence by an amendment to its articles removing any provision limiting the term of its existence and providing for perpetual ex
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Corporations Code - CORP - CORP § 7819
Corporations Code - CORP - CORP § 7819
(a) A corporation may restate in a single certificate the entire text of its articles as amended by filing an officers’ certificate or, in circumstances where incorporators or the board may amend a corporation’s articles pursuant to Sections 7811 and 7815, a certificate signed an
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Corporations Code - CORP - CORP § 7820
Corporations Code - CORP - CORP § 7820
(a) Amendment of the articles of a corporation holding property in charitable trust, pursuant to this chapter, does not, of itself, abrogate any requirement or limitation imposed upon the corporation, or any property held by it, by virtue of the trust under which such property is
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Corporations Code - CORP - CORP § 7910
Corporations Code - CORP - CORP § 7910
Any mortgage, deed of trust, pledge or other hypothecation of all or any part of the corporation’s property, real or personal, for the purpose of securing the payment or performance of any contract or obligation may be approved by the board. Unless the articles or bylaws otherwis
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Corporations Code - CORP - CORP § 7911
Corporations Code - CORP - CORP § 7911
(a) Subject to the provisions of Section 7142, a corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are: (1) Approved by the board; and (2) Unless the transaction is in the usual and regu
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Corporations Code - CORP - CORP § 7912
Corporations Code - CORP - CORP § 7912
Any deed or instrument conveying or otherwise transferring any assets of a corporation may have annexed to it the certificate of the secretary or an assistant secretary of the corporation, setting forth that the transaction has been validly approved by the board and (a) stating t
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Corporations Code - CORP - CORP § 7913
Corporations Code - CORP - CORP § 7913
A corporation holding assets in charitable trust must give written notice to the Attorney General 20 days before it sells, leases, conveys, exchanges, transfers or otherwise disposes of any or all of the assets held in trust unless the Attorney General has given the corporation a
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Corporations Code - CORP - CORP § 7914
Corporations Code - CORP - CORP § 7914
The provisions of Article 2 (commencing with Section 5914) of Chapter 9 of Part 2 apply to mutual benefit corporations to the extent provided therein.
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Corporations Code - CORP - CORP § 8
Corporations Code - CORP - CORP § 8
Writing includes any form of recorded message capable of comprehension by ordinary visual means; and when used to describe communications between a corporation, partnership, or limited liability company and its shareholders, members, partners, directors, or managers, writing shal
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Corporations Code - CORP - CORP § 800
Corporations Code - CORP - CORP § 800
(a) As used in this section, “corporation” includes an unincorporated association; “board” includes the managing body of an unincorporated association; “shareholder” includes a member of an unincorporated association; and “shares” includes memberships in an unincorporated associa
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Corporations Code - CORP - CORP § 8010
Corporations Code - CORP - CORP § 8010
A mutual benefit corporation may merge with any domestic corporation, foreign corporation, foreign business corporation, or other business entity (Section 5063.5). However, a merger with a public benefit corporation, or a religious corporation, or an unincorporated association, t
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Corporations Code - CORP - CORP § 8011
Corporations Code - CORP - CORP § 8011
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 may be parties to the agreement of merger. The agreement shall state all of the following: (a) The
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Corporations Code - CORP - CORP § 8011.5
Corporations Code - CORP - CORP § 8011.5
Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a wholly owned subsidiary of either in a constituent corporation) shall be treated equally with respect to any distributio
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Corporations Code - CORP - CORP § 8012
Corporations Code - CORP - CORP § 8012
The principal terms of the merger shall be approved by the members (Section 5034) of each class 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 503
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Corporations Code - CORP - CORP § 8013
Corporations Code - CORP - CORP § 8013
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 § 8014
Corporations Code - CORP - CORP § 8014
After approval of a merger by the board and any approval by the members (Section 5034) required by Section 8012, the surviving corporation shall file a copy of the agreement of merger with an officers’ certificate of each constituent corporation attached stating the total number
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Corporations Code - CORP - CORP § 8015
Corporations Code - CORP - CORP § 8015
(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 8012, of any constituent co
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Corporations Code - CORP - CORP § 8016
Corporations Code - CORP - CORP § 8016
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 § 8017
Corporations Code - CORP - CORP § 8017
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 § 8018
Corporations Code - CORP - CORP § 8018
(a) Subject to the provisions of Section 8010, the merger of any number of corporations with any number of foreign corporations, foreign business corporations or domestic corporations may be effected if the foreign corporations are authorized by the laws under which they are form