California Corporations Code Section 17601
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California Laws > Corporations Code > California Corporations Code Section 17601
17601. (a) If the approval of outstanding membership interests is
required for a limited liability company to participate in a
reorganization, pursuant to the operating agreement of the limited
liability company, or otherwise, then each member of the limited
liability company holding those membership interests may, by
complying with this chapter, require the limited liability company to
purchase for cash, at its fair market value, the interest owned by
the member in the limited liability company, if the interest is a
dissenting interest as defined in subdivision (b). The fair market
value shall be determined as of the day before the first announcement
of the terms of the proposed reorganization, excluding any
appreciation or depreciation in consequence of the proposed
reorganization unless exclusion would be inequitable.
(b) As used in this chapter, "dissenting interest" means a
membership interest that satisfies all of the following conditions:
(1) The membership interest was outstanding on the date for the
determination of members entitled to vote on the reorganization.
(2) (A) The membership interest was not voted in favor of the
reorganization, or (B) the membership interest was voted against the
reorganization; provided, however, that subparagraph (A) rather than
subparagraph (B) of this paragraph applies in any event where the
approval for the proposed reorganization is sought by written consent
rather than at a meeting.
(3) That the member has demanded that the limited liability
company purchase at its fair market value in accordance with Section
(4) That the member submits for endorsement, if applicable, in
accordance with Section 17603.
(c) As used in this chapter, "dissenting member" means the
recordholder of a dissenting interest, and includes an assignee of
record of that interest.
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Last modified: October 1, 2013