2011 California Code
Corporations Code
TITLE 2.5. LIMITED LIABILITY COMPANIES [17000 - 17656]
CHAPTER 12. Merger
Section 17553

(a) Unless a future effective date or time is provided in the certificate of merger or in any agreement of merger required to be filed under Section 17552, in which event the merger shall be effective at that future effective date or time (which shall be a date or time certain not more than 90 days subsequent to the date of filing), a merger shall be effective upon the filing of the certificate of merger, or the agreement of merger, as is applicable under subdivision (a) or (b), in the office of the Secretary of State.

(b) (1) For all purposes, a copy of the certificate of merger duly certified by the Secretary of State is conclusive evidence of the merger of (A) the constituent limited liability companies (either by themselves or together with constituent other business entities) into the surviving other business entity, or (B) the constituent limited liability companies or the constituent other business entities, or both, into the surviving limited liability company.

(2) In a merger in which the surviving entity is a corporation in a merger in which a domestic corporation and a domestic limited liability company are parties to the merger, 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, the existence on the effective date of the surviving corporation, and the performance of the conditions necessary to the adoption of any amendment to the articles of incorporation of the surviving corporation, if applicable, contained in the agreement of merger.

(Added by Stats. 1994, Ch. 1200, Sec. 27. Effective September 30, 1994.)