2007 California Corporations Code Article 1. Merger

CA Codes (corp:12530-12540.1)

12530.  Any corporation may merge with another domestic corporation,
foreign corporation,  or other business entity (Section 12242.5).
However, a merger with a public benefit corporation or a religious
corporation must have the prior written consent of the Attorney
General.



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 merger and other persons may be
parties to the agreement of merger.  The agreement shall state all of
the following:
   (a) The terms and conditions of the merger.
   (b) The amendments, subject to Sections 12500 and 12505 to the
articles of the surviving corporation to be effected by the merger,
if any; if any amendment changes the name of the surviving
corporation, the new name may be the same as or similar to the name
of a disappearing corporation, subject to subdivision (c) of Section
12302.
   (c) The amendments to the bylaws of the surviving corporation to
be effected by the merger, if any.
   (d) The name and place of incorporation of each constituent
corporation and which of the constituent corporations is the
surviving corporation.
   (e) The manner, if any, of converting memberships or securities of
the constituent corporations into memberships or securities of the
surviving corporation and, if any memberships or securities of any of
the constituent corporations are not to be converted solely into
memberships or securities of the surviving corporation, the cash,
property, rights or securities of any corporation that the holders of
those memberships or securities are to receive in exchange for the
memberships or securities, which cash, property, rights or securities
of any corporation may be in addition to or in lieu of memberships
or securities of the surviving corporation or that the memberships
are to be canceled without consideration.
   (f) Other details or provisions as are desired, if any, including,
without limitation, if not prohibited by this chapter, a provision
for the payment of cash in lieu of fractional memberships or for any
other arrangement with respect thereto.



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 a wholly owned subsidiary of
either in a constituent corporation) shall be treated equally with
respect to any distribution of cash, property, rights or securities
unless:  (a) all members of the class consent or (b) the Commissioner
of Corporations has approved the terms and conditions of the
transaction and the fairness of such terms pursuant to Section 25142.



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 approval by the members may be given before or
after the approval by the board.
   (b) Any member of any constituent corporation who voted against
the merger may, without prior notice, but within 30 days following
the effective date of the merger, resign from membership and, in the
event of resignation, shall be:
   (1) Thereafter excused from all contractual obligations to the
corporation which have not accrued prior to resignation; and
   (2) Shall be entitled to the same rights as would have existed if
there had been no merger and the membership had been terminated.




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 on behalf of their respective
corporations.


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 the agreement of merger with an officers' certificate of
each constituent corporation attached stating the total number of
memberships of each class entitled to vote on the merger, and that
the principal terms of the agreement in the form attached were duly
approved by the required vote of the members. The merger and any
amendment of the articles of the surviving corporation contained in
the merger agreement shall thereupon be effective (subject to
subdivision (c) of Section 12214 and subject to the provisions of
Section 12539) and the several parties thereto shall be one
corporation. The Secretary of State may certify a copy of the merger
agreement separate from the officers' certificates attached thereto.



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 the principal terms of the agreement, by the members, as
required by Section 12533 of any constituent corporation in the same
manner as the original agreement.
   (b) If the agreement so amended is approved as provided in
subdivision (a), the agreement so amended shall then constitute the
agreement of merger.


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 approval by the members at
any time before the merger is effective.



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 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 contained in the agreement
of merger.



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 corporations
may be effected if the foreign corporations are authorized by the
laws under which they are formed to effect the merger. The surviving
corporation may be any one of the constituent corporations and shall
continue to exist under the laws of the state or place of its
incorporation.
   (b) If the surviving corporation is a cooperative corporation, the
merger proceedings with respect to that corporation and any domestic
disappearing corporation shall conform to the provisions of this
chapter and other applicable laws of this state, but if the surviving
corporation is a foreign corporation, then, subject to the
requirements of subdivision (d) and Section 12533, the merger
proceedings may be in accordance with the laws of the state or place
of incorporation of the surviving corporation.
   (c) If the surviving corporation is a cooperative corporation, the
agreement and the officers' certificate of each constituent
corporation shall be filed as provided in Section 12535 and
thereupon, subject to subdivision (c) of Section 12214, the merger
shall be effective as to each corporation; and each foreign
disappearing corporation that is qualified for the transaction of
intrastate business shall, by virtue of the filing, automatically
surrender its right to transact intrastate business.
   (d) If the surviving corporation is a foreign corporation, the
merger shall become effective in accordance with the law of the
jurisdiction in which it is organized, but shall be effective as to
any disappearing corporation as of the time of effectiveness in the
foreign jurisdiction upon the filing in this state as required by
this subdivision.  There shall be filed as to the domestic
disappearing corporation or corporations the documents described in
any one of the following paragraphs:
   (1) A copy of the agreement, certificate, or other document filed
by the surviving corporation in the state or place of its
incorporation for the purpose of effecting the merger, which copy
shall be certified by the public officer having official custody of
the original.
   (2) An executed counterpart of the agreement, certificate, or
other document filed by the surviving corporation in the state or
place of its incorporation for the purpose of effecting the merger.
   (3) A copy of the agreement of merger with an officers'
certificate of the surviving foreign corporation and of each
constituent domestic corporation attached.
   (e) If the date of the filing in this state pursuant to
subdivision (d) is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of the
domestic corporation are suspended at the time of effectiveness in
the foreign jurisdiction, the merger shall be effective as to the
domestic disappearing corporation or corporations as of the date of
filing in this state. Each foreign disappearing corporation that is
qualified for the transaction of intrastate business shall
automatically by the filing pursuant to subdivision (d) surrender its
right to transact intrastate business as of the date of the filing
in this state regardless of the time of effectiveness as to a
domestic disappearing corporation.



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, and 12536 shall
apply to any constituent cooperative corporation.  Sections 8011,
8011.5, 8012, and 8015 shall apply to any constituent mutual benefit
corporation.  Sections 6011, 6012, 6014, and 6015 shall apply to any
constituent public benefit corporation.  Sections 6014 and 6015 and
subdivisions (c) and (d) of Section 9640 shall apply to any
constituent religious corporation and Sections 1101, 1101.1, 1103,
and 1104 shall apply to any constituent business corporation.




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 more other domestic corporations
or foreign corporations (Section 12237) may be parties to the merger.

   Notwithstanding the provisions of this section, such a merger may
be effected only if:
   (1) In a merger in which a domestic corporation or domestic other
business entity is a party, it is authorized by the laws under which
it is organized to effect the merger.
   (2) In a merger in which a foreign corporation is a party, it is
authorized by the laws under which it is organized to effect the
merger.
   (3) In a merger in which a foreign other business entity is a
party, it is authorized by the laws under which it is organized to
effect the merger.
   (b) Each corporation, other domestic corporation, foreign
corporation, and other business entity which desires to merge shall
approve an agreement of merger. The board and the members of each
corporation which desires to merge shall approve (Sections 12222 and
12224) the agreement of merger. The agreement of merger shall be
approved on behalf of each other constituent party by those persons
authorized or required to approve the merger by the laws under which
it is organized.
   The parties desiring to merge shall be parties to the agreement of
merger and other persons, including a parent party (Section
12242.6), may be parties to the agreement of merger. The agreement of
merger shall state all of the following:
   (1) The terms and conditions of the merger.
   (2) The name and place of incorporation or organization of each
party and the identity of the surviving party.
   (3) The amendments, if any, subject to Sections 12500 and 12507,
to the articles of the surviving corporation, if applicable, to be
effected by the merger. The name of the surviving corporation may be,
subject to subdivisions (b) and (c) of Section 12302, the same as,
or similar to, the name of a disappearing party to the merger.
   (4) The manner, if any, of converting the memberships or
securities of each of the constituent corporations into shares,
memberships, interests, or other securities of the surviving party
and, if any memberships or securities of any of the constituent
corporations are not to be converted solely into shares, memberships,
interests, or other securities of the surviving party, the cash,
rights, securities, or other property which the holders of those
memberships or securities are to receive in exchange for the
memberships or securities, which cash, rights, securities, or other
property may be in addition to or in lieu of shares, memberships,
interests, or other securities of the surviving party.
   (5) Any other details or provisions required by the laws under
which any party to the merger is organized, including, if a domestic
limited partnership is a party to the merger, subdivision (a) of
Section 15678.2 or 15911.12, or, if a domestic general partnership is
a party to the merger, subdivision (a) of Section 16911, or, if a
domestic limited liability company is a party to the merger,
subdivision (a) of Section 17551.
   (6) Any other details or provisions as are desired.
   (c) Each membership of the same class of any constituent
corporation (other than the cancellation of memberships held by a
party to the merger or its parent or a wholly owned subsidiary of
either in another constituent corporation) shall be treated equally
with respect to any distribution of cash, property, rights, or
securities unless (i) all members of the class consent or (ii) the
commissioner has approved the terms and conditions of the transaction
and the fairness of those terms pursuant to Section 25142.
   (d) Notwithstanding its prior approval, an agreement of merger may
be amended prior to the filing of the agreement of merger if the
amendment is approved by each constituent corporation in the same
manner as the original agreement of merger. If the agreement of
merger as so amended and approved is also approved by each of the
other parties to the agreement of merger, as so amended it shall then
constitute the agreement of merger.
   (e) The board of a constituent corporation may, in its discretion,
abandon a merger, subject to the contractual rights, if any, of
third parties, including other parties to the agreement of merger,
without further approval by the members (Section 12224), at any time
before the merger is effective.
   (f) Each constituent corporation shall sign the agreement of
merger by its chairperson of the board, president, or a vice
president and also by its secretary or an assistant secretary acting
on behalf of their respective corporations.
   (g) After required approvals of the merger by each constituent
corporation and each other party to the merger, the surviving party
shall file a copy of the agreement of merger with an officers'
certificate of each constituent domestic and foreign corporation
attached stating the total number of outstanding shares or membership
interests of each class entitled to vote on the merger (and
identifying any other person or persons whose approval is required),
that the agreement of merger in the form attached or its principal
terms, as required, were approved by that corporation by a vote of a
number of shares or membership interests of each class which equaled
or exceeded the vote required, specifying each class entitled to vote
and the percentage vote required of each class, and, if applicable,
by that other person or persons whose approval is required.
   If equity securities of a parent party (Section 12242.6) are to be
issued in the merger, the officers' certificate or certificate of
merger of the controlled party shall state either that no vote of the
shareholders of the parent party was required or that the required
vote was obtained. The merger and any amendment of the articles of
the surviving corporation, if applicable, contained in the agreement
of merger shall be effective upon the filing of the agreement of
merger, subject to the provisions of subdivision (i). If a domestic
reciprocal insurer organized after 1974 to provide medical
malpractice insurance is a party to the merger, the agreement of
merger or certificate of merger shall not be filed until there has
been filed the certificate issued by the Insurance Commissioner
approving the merger pursuant to Section 1555 of the Insurance Code.

   In lieu of an officers' certificate, a certificate of merger, on a
form prescribed by the Secretary of State, shall be filed for each
constituent other business entity. The certificate of merger shall be
executed and acknowledged by each domestic constituent limited
liability company by all of the managers of the limited liability
company (unless a lesser number is specified in its articles of
organization or operating agreement) and by each domestic constituent
limited partnership by all general partners (unless a lesser number
is provided in its certificate of limited partnership or partnership
agreement) and by each domestic constituent general partnership by
two partners (unless a lesser number is provided in its partnership
agreement) and by each foreign constituent general partnership or
foreign constituent limited liability company by one or more managers
and by each foreign constituent limited partnership by one or more
general partners, and by each constituent reciprocal insurer by the
chairperson of the board, president, or vice president, and by the
secretary or assistant secretary, or, if a constituent reciprocal
insurer has not appointed such officers, by the chairperson of the
board, president, or vice president, and by the secretary or
assistant secretary of the constituent reciprocal insurer's
attorney-in-fact, and by each other party to the merger by those
persons required or authorized to execute the certificate of merger
by the laws under which that party is organized, specifying for such
party the provision of law or other basis for the authority of the
signing persons.
   The certificate of merger shall set forth, if a vote of the
shareholders, members, partners, or other holders of interests of the
constituent other business entity was required, a statement setting
forth the total number of outstanding interests of each class
entitled to vote on the merger and that the agreement of merger or
its principal terms, as required, were approved by a vote of the
number of interests of each class which equaled or exceeded the vote
required, specifying each class entitled to vote and the percentage
vote required of each class, and any other information required to be
set forth under the laws under which the constituent other business
entity is organized, including, if a domestic limited partnership is
a party to the merger, subdivision (a) of Section 15678.4 or
15911.14, if a domestic general partnership is a party to the merger,
subdivision (b) of Section 16915, and, if a domestic limited
liability company is a party to the merger, subdivision (a) of
Section 17552. The certificate of merger for each constituent foreign
other business entity, if any, shall also set forth the statutory or
other basis under which that foreign other business entity is
authorized by the laws under which it is organized to effect the
merger.
   The Secretary of State may certify a copy of the agreement of
merger separate from the officers' certificates and certificates of
merger attached thereto.
   (h) 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
party to the merger, the performance of the conditions necessary to
the adoption of any amendment to the articles, if applicable,
contained in the agreement of merger, and of the merger of the
constituent corporations, either by themselves or together with other
constituent parties, into the surviving party to the merger.
   (i) (1) The merger of domestic corporations with foreign
corporations or foreign other business entities in a merger in which
one or more other business entities is a party shall comply with
subdivisions (a) and (g) and this subdivision.
   (2) Subject to subdivision (c) of Section 12214 and paragraph (3),
the merger shall be effective as to each domestic constituent
corporation and domestic constituent other business entity upon
filing of the agreement of merger with attachments as provided in
subdivision (g).
   (3) If the surviving party is a foreign corporation or foreign
other business entity, except as provided in paragraph (4), the
merger shall be effective as to any domestic disappearing corporation
as of the time of effectiveness in the foreign jurisdiction upon the
filing in this state of a copy of the agreement of merger with an
officers' certificate of the surviving foreign corporation and of
each constituent foreign and domestic corporation and a certificate
of merger of each constituent other business entity attached, which
officers' certificates and certificates of merger shall conform to
the requirements of subdivision (g).
   If one or more domestic other business entities is a disappearing
party in a merger pursuant to this subdivision in which a foreign
other business entity is the surviving entity, a certificate of
merger required by the laws under which each domestic other business
entity is organized, including subdivision (a) of Section 15678.4 or
15911.14, subdivision (b) of Section 16915 or subdivision (a) of
Section 17552, if applicable, shall also be filed at the same time as
the filing of the agreement of merger.
   (4) If the date of the filing in this state pursuant to this
subdivision is more than six months after the time of the
effectiveness in the foreign jurisdiction, or if the powers of a
domestic disappearing corporation are suspended at the time of
effectiveness in the foreign jurisdiction, the merger shall be
effective as to the domestic disappearing corporation as of the date
of filing in this state.
   (5) Each foreign disappearing corporation that is qualified for
the transaction of intrastate business shall automatically by the
filing pursuant to subdivision (g) surrender its right to transact
intrastate business as of the date of filing in this state or, if
later, the effective date of the merger. With respect to each foreign
disappearing other business entity previously registered for the
transaction of intrastate business in this state, the filing of the
agreement of merger pursuant to subdivision (g) automatically has the
effect of a cancellation of registration for that foreign other
business entity without the necessity of the filing of a certificate
of cancellation.