Title CORP — California Corp. Code
0 chapters · 816 sections in this title.
Corp. Code § 15911.15 Section 15911.15
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(a) Unless a future effective date or time is provided in a certificate of merger or the agreement of merger, if an agreement of merger is required to be filed under Section 15911.14, in which event the merger shall be effective at that future effective date or time, a merger sha…
Corp. Code § 15911.16 Section 15911.16
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(a) Upon a merger of limited partnerships or limited partnerships and other business entities pursuant to this chapter, the separate existence of the disappearing limited partnerships and disappearing other business entities ceases and the surviving limited partnership or survivi…
Corp. Code § 15911.17 Section 15911.17
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(a) The merger of any number of domestic limited partnerships with any number of foreign limited partnerships or foreign other business entities shall be required to comply with Section 15911.10. (b) If the surviving entity is a domestic limited partnership or a domestic other bu…
Corp. Code § 15911.18 Section 15911.18
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Whenever a domestic or foreign limited partnership or other business entity having any real property in this state merges with another limited partnership or other business entity pursuant to the laws of this state or of the state or place in which any constituent limited partner…
Corp. Code § 15911.19 Section 15911.19
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Recording of the certificate of merger in accordance with Section 15911.18 shall create, in favor of bona fide purchasers or encumbrancers for value, a conclusive presumption that the merger was validly completed.
Corp. Code § 15911.20 Section 15911.20
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(a) For purposes of this article, “reorganization” refers to any of the following: (1) A conversion pursuant to Article 11 (commencing with Section 15911.01). (2) A merger pursuant to Article 11 (commencing with Section 15911.10). (3) The acquisition by one limited partnership in…
Corp. Code § 15911.21 Section 15911.21
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(a) If the approval of outstanding limited partnership interests is required for a limited partnership to participate in a reorganization, pursuant to the limited partnership agreement of the partnership, or otherwise, then each limited partner of the limited partnership holding …
Corp. Code § 15911.22 Section 15911.22
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(a) If limited partners have a right under Section 15911.21, subject to compliance with paragraphs (4) and (5) of subdivision (b) thereof, to require the limited partnership to purchase their limited partnership interests for cash, such limited partnership shall mail to each such…
Corp. Code § 15911.23 Section 15911.23
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Within 30 days after the date on which notice of the approval of the outstanding interests of the limited partnership is mailed to the limited partner pursuant to subdivision (a) of Section 15911.22, the limited partner shall submit to the limited partnership at its principal off…
Corp. Code § 15911.24 Section 15911.24
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(a) If the limited partnership and the dissenting limited partner agree that such limited partner’s interest is a dissenting interest and agree upon the price to be paid for the dissenting interest, the dissenting limited partner is entitled to the agreed price with interest ther…
Corp. Code § 15911.25 Section 15911.25
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(a) If the limited partnership denies that a limited partnership interest is a dissenting interest, or the limited partnership and a dissenting limited partner fail to agree upon the fair market value of a dissenting interest, then such limited partner or any interested limited p…
Corp. Code § 15911.26 Section 15911.26
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(a) If the court appoints an appraiser or appraisers, they shall proceed forthwith to determine the fair market value per interest of the outstanding limited partnership interests of the limited partnership, by class if necessary. Within the time fixed by the court, the appraiser…
Corp. Code § 15911.27 Section 15911.27
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To the extent that the payment to dissenting limited partners of the fair market value of their dissenting interests would require the dissenting limited partners to return such payment or a portion thereof by reason of Section 15905.09 or the Uniform Voidable Transactions Act (C…
Corp. Code § 15911.28 Section 15911.28
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Any cash distributions made by a limited partnership to a dissenting limited partner after the date of consummation of the reorganization, but prior to any payment by the limited partnership for such dissenting limited partner’s interest, shall be credited against the total amoun…
Corp. Code § 15911.29 Section 15911.29
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Except as expressly limited by this article, dissenting limited partners shall continue to have all the rights and privileges incident to their interests immediately prior to the reorganization, including limited liability, until payment by the limited partnership for their disse…
Corp. Code § 15911.30 Section 15911.30
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A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting limited partner and ceases to be entitled to require the limited partnership to purchase the interest upon the happening of any of the following: (a) The limited partn…
Corp. Code § 15911.31 Section 15911.31
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If litigation is instituted to test the sufficient or regularity of the vote or consent of the limited partners in authorizing a reorganization, any proceedings under Sections 15911.25 and 15911.26 shall be suspended until final determination of that litigation.
Corp. Code § 15911.32 Section 15911.32
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(a) This article applies to the following: (1) A domestic limited partnership formed on or after January 1, 1991. (2) A foreign limited partnership if (A) the foreign limited partnership was formed on or after January 1, 1991, or filed an application to qualify to do business on …
Corp. Code § 15911.33 Section 15911.33
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(a) No limited partner of a limited partnership who has a right under this article to demand payment of cash for the interest owned by such limited partner in a limited partnership shall have any right at law or in equity to attack the validity of the reorganization, or to have t…
Corp. Code § 15912.01 Section 15912.01
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In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
Corp. Code § 15912.02 Section 15912.02
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If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end, the provisio…
Corp. Code § 15912.03 Section 15912.03
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This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that act or authorize electronic delivery of any of the noti…
Corp. Code § 15912.04 Section 15912.04
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This chapter shall become operative on January 1, 2008.
Corp. Code § 15912.06 Section 15912.06
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(a) Before January 1, 2010, this chapter governs only: (1) a limited partnership formed on or after January 1, 2008; and (2) except as otherwise provided in subdivisions (c) and (d), a limited partnership formed before January 1, 2008, which elects, in the manner provided in its …
Corp. Code § 15912.07 Section 15912.07
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This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter becomes operative.