California Corporations Code ARTICLE 11 - Dissenters’ Rights

• Section 17711.01.
  (a) For purposes of this article, “reorganization” refers to any of the following:(1) A conversion pursuant to Article 10 (commencing with Section 17710.01).(2) A merger pursuant to Article...
• Section 17711.02.
  (a) If the approval of outstanding membership interests is required for a limited liability company to participate in a reorganization, pursuant to the limited liability company...
• Section 17711.03.
  (a) If members have a right under Section 17711.02, subject to compliance with paragraphs (4) and (5) of subdivision (b) of Section 17711.02, to require the...
• Section 17711.04.
  Within 30 days after the date on which notice of the approval of the outstanding interests of the limited liability company is mailed to the...
• Section 17711.05.
  (a) If the limited liability company and the dissenting member agree that the member’s interest is a dissenting interest and agree upon the price to be...
• Section 17711.06.
  (a) If the limited liability company denies that a membership interest is a dissenting interest, or the limited liability company and a dissenting member fail to...
• Section 17711.07.
  (a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding membership interests...
• Section 17711.08.
  To the extent that the payment to dissenting members of the fair market value of their dissenting interests would require the dissenting members to return...
• Section 17711.09.
  Any cash distributions made by a limited liability company to a dissenting member after the date of consummation of the reorganization, but prior to any...
• Section 17711.10.
  Except as expressly limited by this article, dissenting members shall continue to have all the rights and privileges incident to their interests immediately prior to...
• Section 17711.11.
  A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled...
• Section 17711.12.
  If litigation is instituted to test the sufficiency or regularity of the vote or consent of the members in authorizing a reorganization, any proceedings under...
• Section 17711.13.
  (a) This article applies to the following:(1) A domestic limited liability company formed on or after January 1, 2014.(2) A foreign limited liability company if the foreign limited...
• Section 17711.14.
  (a) No member of a limited liability company who has a right under this article to demand payment of cash for the interest owned by a...

Last modified: October 22, 2018