California Corporations Code ARTICLE 1 - Merger

• Section 12530.
  Except as provided in Section 12530.5, any corporation may merge with another domestic corporation, foreign corporation, or other business entity. However, a merger with a...
• Section 12530.5.
  Notwithstanding Section 12530, a worker cooperative that has not revoked its election to be governed as a worker cooperative under Section 12310.5 shall not consolidate...
• Section 12531.
  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...
• Section 12532.
  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...
• Section 12533.
  (a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge. The...
• Section 12534.
  Each constituent corporation shall sign the agreement by the chairman of its board, president or a vice president and secretary or an assistant secretary acting...
• Section 12535.
  After approval of a merger by the board and any approval by the members under Section 12533, the surviving corporation shall file a copy of...
• Section 12536.
  (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...
• Section 12537.
  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 12538.
  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 12539.
  (a) Subject to the provisions of Section 12530, the merger of any number of corporations with any number of foreign corporations, foreign business corporations, or domestic...
• Section 12540.
  If an agreement of merger is entered into between a cooperative corporation and one or more business or nonprofit corporations, Sections 12531, 12532, 12533, 12535,...
• Section 12540.1.
  (a) Any one or more corporations may merge with one or more other business entities (Section 12242.5). Subject to the provisions of Section 12530, one or...

Last modified: October 22, 2018