reglab/housing_qa huggingface dataset:
CA Corp Code § 1101 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1101.

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 merger and other persons, including a parent party (Section 1200), 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 900 and 907, 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 domestic or foreign corporation, subject to subdivision (b) of Section 201.(c) The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation.(d) The manner of converting the shares of each of the constituent corporations into shares or other securities of the surviving corporation and, if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the surviving corporation, the cash, rights, securities, or other property which the holders of those shares are to receive in exchange for the shares, which cash, rights, securities, or other property may be in addition to or in lieu of shares or other securities of the surviving corporation, or that the shares are canceled without consideration.(e) Other details or provisions as are desired, if any, including, without limitation, a provision for the payment of cash in lieu of fractional shares or for any other arrangement with respect thereto consistent with the provisions of Section 407.Each share of the same class or series of any constituent corporation (other than the cancellation of shares held by a constituent corporation or its parent or a wholly owned subsidiary of either in another constituent corporation) shall, unless all shareholders of the class or series consent and except as provided in Section 407, be treated equally with respect to any distribution of cash, rights, securities, or other property. Notwithstanding subdivision (d), except in a short-form merger, and in the merger of a corporation into its subsidiary in which it owns at least 90 percent of the outstanding shares of each class, the nonredeemable common shares or nonredeemable equity securities of a constituent corporation may be converted only into nonredeemable common shares of the surviving party or a parent party if a constituent corporation or its parent owns, directly or indirectly, prior to the merger shares of another constituent corporation representing more than 50 percent of the voting power of the other constituent corporation prior to the merger, unless all of the shareholders of the class consent and except as provided in Section 407.(Amended by Stats. 1999, Ch. 437, Sec. 8. Effective January 1, 2000.)
CA Corp Code § 1101.1 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1101.1.

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 Commissioner, or the Public Utilities Commission has approved the terms and conditions of the transaction and the fairness of those terms and conditions pursuant to Section 25142 or Section 1209, 5750, or 5802 of the Financial Code, Section 838.5 of the Insurance Code, or Section 822 of the Public Utilities Code.(Amended by Stats. 2015, Ch. 190, Sec. 7. (AB 1517) Effective January 1, 2016.)
CA Corp Code § 1102 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1102.

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 behalf of their respective corporations.(Amended by Stats. 2015, Ch. 98, Sec. 9. (SB 351) Effective January 1, 2016.)
CA Corp Code § 1103 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1103.

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), 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 outstanding shares of each class entitled to vote on the merger, that the principal terms of the agreement in the form attached were approved by that corporation by a vote of a number of shares of each class which equaled or exceeded the vote required, specifying each class entitled to vote and the percentage vote required of each class, or that the merger agreement was entitled to be and was approved by the board alone under the provisions of Section 1201. If equity securities of a parent of a constituent corporation are to be issued in the merger, the officers’ certificate of that constituent corporation shall state either that no vote of the shareholders of the parent was required or that the required vote was obtained. 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 110 and subject to the provisions of Section 1108) 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.(Amended by Stats. 2006, Ch. 773, Sec. 1. Effective September 29, 2006.)
CA Corp Code § 1104 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1104.

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 the principal terms of the agreement, by the outstanding shares (Section 152) (if required by Chapter 12) of any constituent corporation in the same manner as the original agreement. If the agreement so amended is approved by the board and the outstanding shares (if required) of each of the corporations, the agreement so amended shall then constitute the agreement of merger.(Amended by Stats. 1979, Ch. 711.)
CA Corp Code § 1105 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1105.

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 approval by the outstanding shares (Section 152), at any time before the merger is effective.(Repealed and added by Stats. 1975, Ch. 682.)
CA Corp Code § 1106 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1106.

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 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.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 1107 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1107.

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 the rights and property of each of the disappearing corporations and shall be subject to all the debts and liabilities of each in the same manner as if the surviving corporation had itself incurred them.(b) For purposes of subdivision (a), a surviving corporation may succeed without the payment of any local agency transfer fee to all licenses, permits, registrations, and other privileges granted by any local agency provided the merger does not result in a change of ownership. Examples of mergers that do not result in a change of ownership are mergers between any of the following: (1) a corporation and its wholly owned subsidiary; (2) a corporation and the wholly owned subsidiary of that corporation’s wholly owned subsidiary; or (3) two wholly owned subsidiaries of the same parent corporation. The surviving corporation shall be subject to the same duties and obligations in connection with the license, permit, registration, or other privileges acquired from the disappearing corporations.(c) All rights of creditors and all liens upon the property of each of the constituent corporations shall be preserved unimpaired, provided that any liens upon property of a disappearing corporation shall be limited to the property affected thereby immediately prior to the time the merger is effective.(d) Any action or proceeding pending by or against any disappearing corporation may be prosecuted to judgment, which shall bind the surviving corporation, or the surviving corporation may be proceeded against or substituted in its place.(e) Nothing in subdivision (b) shall limit or restrict a tax assessor from reassessing real property upon transfer of title. Privileges granted by any local agency do not include property tax assessments.(f) Nothing in subdivision (b) shall limit or restrict a local agency from reevaluating privileges received by a successor corporation from disappearing corporations if the local agency determines in its sole discretion that the reevaluation is necessary for public health, safety, or welfare purposes.(g) For purposes of this section, “local agency” means a county, city, city and county, political subdivision, district, or municipal corporation.(Amended by Stats. 1998, Ch. 381, Sec. 1. Effective January 1, 1999.)
CA Corp Code § 1107.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1107.5.

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 each disappearing domestic or foreign corporation or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following:(1) To prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2 (commencing with Section 18501) of Part 10.2 of Division 2 of the Revenue and Taxation Code.(2) To pay any tax liability determined to be due.(b) If the surviving entity is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or qualified to do business in California, the Secretary of State shall notify the Franchise Tax Board of the merger.(Amended by Stats. 2006, Ch. 773, Sec. 2. Effective September 29, 2006.)
CA Corp Code § 1109 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1109.

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 domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place in which any constituent party to the merger was incorporated or organized, and the laws of the state or place of incorporation or organization (including this state) of any disappearing party to the merger provide substantially that the making and filing of the agreement of merger or consolidation or certificate of ownership or certificate of merger vests in the surviving or consolidated party to the merger all the real property of any disappearing party to the merger, the filing for record in the office of the county recorder of any county in this state in which any of the real property of that disappearing party to the merger is located of a copy of the agreement of merger or consolidation or certificate of ownership or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger or consolidation is effected, shall evidence record ownership in the surviving or consolidated party to the merger, of all interest of the disappearing party to the merger in and to the real property located in that county.(Amended by Stats. 1999, Ch. 437, Sec. 9.5. Effective January 1, 2000.)
CA Corp Code § 1111 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1111.

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 by the affirmative vote of at least two-thirds of each class of the outstanding shares of such disappearing corporation; provided, however, that the articles may provide for a lesser vote, but not less than a majority of the outstanding shares of each class.(Amended by Stats. 1976, Ch. 641.)
CA Corp Code § 1112 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1112.

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 nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger shall be approved by all of the outstanding shares of all classes of the disappearing corporation, regardless of limitations or restrictions on the voting rights thereof, notwithstanding any provision of Chapter 12 (commencing with Section 1200).(Added by Stats. 1979, Ch. 711.)
CA Corp Code § 1112.5 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11 - Merger|Section 1112.5.

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 the following shall apply:(a) The merger shall be approved by the affirmative vote of at least two-thirds of each class, or a greater vote if required in the articles, of the outstanding shares (Section 152) of the disappearing corporation, notwithstanding any provision of Chapter 12 (commencing with Section 1200).(b) The shareholders of the disappearing corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares (Section 152), and the disappearing corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of a corporation involved in the reorganization.(Amended by Stats. 2014, Ch. 694, Sec. 6. (SB 1301) Effective January 1, 2015.)
CA Corp Code § 1150 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1150.

1150.  For purposes of this chapter, the following definitions shall apply:(a) “Converted corporation” means a corporation that results from a conversion of an other business entity or a foreign other business entity or a foreign corporation pursuant to Section 1157.(b) “Converted entity” means a domestic other business entity that results from a conversion of a corporation under this chapter.(c) “Converting corporation” means a corporation that converts into a domestic other business entity pursuant to this chapter.(d) “Converting entity” means an other business entity or a foreign other business entity or foreign corporation that converts into a corporation pursuant to Section 1157.(e) “Domestic other business entity” has the meaning provided in Section 167.7.(f) “Foreign other business entity” has the meaning provided in Section 171.07.(g) “Other business entity” has the meaning provided in Section 174.5.(Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)
CA Corp Code § 1151 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1151.

1151.  (a) A corporation may be converted into a domestic other business entity, including, but not limited to, a limited liability company or a partnership, pursuant to this chapter if, pursuant to the proposed conversion, (1) each share of the same class or series of the converting corporation shall, unless all the shareholders of the class or series consent, be treated equally with respect to any cash, rights, securities, or other property to be received by, or any obligations or restrictions to be imposed on, the holder of that share, and (2) nonredeemable common shares of the converting corporation shall be converted only into nonredeemable equity securities of the converted entity unless all of the shareholders of the class consent; provided, however, that clause (1) shall not restrict the ability of the shareholders of a converting corporation to appoint one or more managers, if the converted entity is a limited liability company, or one or more general partners, if the converted entity is a limited partnership, in the plan of conversion or in the converted entity’s governing documents.(b) Notwithstanding this section, the conversion of a corporation into a domestic other business entity, including, but not limited to, a limited liability company or a partnership, may be effected only if both of the following conditions are complied with:(1) The law under which the converted entity will exist expressly permits the formation of that entity pursuant to a conversion.(2) The corporation complies with any and all other requirements of any other law that applies to conversion to the converted entity.(Amended by Stats. 2014, Ch. 694, Sec. 8. (SB 1301) Effective January 1, 2015.)
CA Corp Code § 1153 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1153.

1153.  (a) After the approval, as provided in Section 1152, of a plan of conversion by the board and the outstanding shares of a corporation converting into a domestic other business entity, the converting corporation shall cause the filing of all documents required by law to effect the conversion and create the converted entity, which documents shall include a certificate of conversion or a statement of conversion as required by Section 1155, and the conversion shall thereupon be effective.(b) A copy of the statement of partnership authority, certificate of limited partnership, or articles of organization complying with Section 1155, duly certified by the Secretary of State on or after the effective date, is conclusive evidence of the conversion of the corporation.(Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)
CA Corp Code § 1155 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1155.

1155.  (a) To convert a corporation:(1) If the corporation is converting into a domestic limited partnership, a statement of conversion shall be completed on the certificate of limited partnership for the converted entity.(2) If the corporation is converting into a domestic partnership, a statement of conversion shall be completed on the statement of partnership authority for the converted entity, or if no statement of partnership authority is filed then a certificate of conversion shall be filed separately.(3) If the corporation is converting into a domestic limited liability company, a statement of conversion shall be completed on the articles of organization for the converted entity.(b) Any statement or certificate of conversion of a converting corporation shall be executed and acknowledged by those officers of the converting corporation as would be required to sign an officers’ certificate (Section 173), and shall set forth all of the following:(1) The name of the converting corporation and the Secretary of State’s file number of the converting corporation.(2) A statement of the total number of outstanding shares of each class entitled to vote on the conversion, that the principal terms of the plan of conversion were approved by a vote of the number of shares of each class which equaled or exceeded the vote required under Section 1152, specifying each class entitled to vote and the percentage vote required of each class.(3) The name, form, and jurisdiction of organization of the converted entity.(4) The name, mailing address, and street address of the converted entity’s agent for service of process. If a corporation qualified under Section 1505 is designated as the agent, no address for it shall be set forth.(c) For the purposes of this chapter, the certificate of conversion shall be on a form prescribed by the Secretary of State.(d) The filing with the Secretary of State of a statement of conversion on an organizational document or a certificate of conversion as set forth in subdivision (a) shall have the effect of the filing of a certificate of dissolution by the converting corporation and no converting corporation that has made the filing is required to file a certificate of election under Section 1901 or a certificate of dissolution under Section 1905 as a result of that conversion.(e) Upon the effectiveness of a conversion pursuant to this chapter, a converted entity that is a domestic partnership, domestic limited partnership, or domestic limited liability company shall be deemed to have assumed the liability of the converting corporation (1) to prepare and file or cause to be prepared and filed all tax and information returns otherwise required of the converting corporation under the Corporation Tax Law (Part 11 (commencing with Section 23001) of Division 2 of the Revenue and Taxation Code) and (2) to pay any tax liability determined to be due pursuant to that law.(Amended by Stats. 2015, Ch. 189, Sec. 2. (AB 1471) Effective January 1, 2016.)
CA Corp Code § 1159 (2021)
2021 California Code|Corporations Code - CORP|TITLE 1 - CORPORATIONS|DIVISION 1 - GENERAL CORPORATION LAW|CHAPTER 11.5 - Conversions|Section 1159.

1159.  The shareholders of a converting corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares (Section 152), and the converting corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of a corporation involved in the reorganization. Solely for purposes of applying the provisions of Chapter 13 (and not for purposes of Chapter 12), a conversion pursuant to Section 1151 or 1157 shall be deemed to constitute a reorganization.(Added by Stats. 2002, Ch. 480, Sec. 6. Effective January 1, 2003.)