California Corporations Code CHAPTER 11 - Merger

• Section 1100.
  Any two or more corporations may be merged into one of those corporations. A corporation may merge with one or more domestic corporations (Section 167),...
• Section 1101.
  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...
• Section 1101.1.
  Subdivision (c) of Section 1113 and subdivision (b) of Section 1101 do not apply to any transaction if the Commissioner of Business Oversight, the Insurance...
• Section 1102.
  Each corporation shall sign the agreement by its chairperson of the board, president or a vice president and secretary or an assistant secretary acting on...
• Section 1103.
  After approval of a merger by the board and any approval of the outstanding shares (Section 152) required by Chapter 12 (commencing with Section 1200),...
• Section 1104.
  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...
• Section 1105.
  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...
• Section 1106.
  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...
• Section 1107.
  (a) Upon merger pursuant to this chapter the separate existence of the disappearing corporations ceases and the surviving corporation shall succeed, without other transfer, to all...
• Section 1107.5.
  (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...
• Section 1108.
  (a) The merger of any number of domestic corporations with any number of foreign corporations may be effected if the foreign corporations are authorized by the...
• Section 1109.
  Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another...
• Section 1110.
  (a) If a domestic corporation owns all the outstanding shares, or owns less than all the outstanding shares but at least 90 percent of the outstanding...
• Section 1111.
  If any disappearing corporation in a merger is a close corporation and the surviving corporation is not a close corporation, the merger shall be approved...
• Section 1112.
  If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a...
• Section 1112.5.
  If a disappearing corporation in a merger is a corporation governed by this division and the surviving corporation is a social purpose corporation, both of...
• Section 1113.
  (a) Any one or more corporations may merge with one or more other business entities (Section 174.5). One or more domestic corporations (Section 167) not organized...

Last modified: October 22, 2018