SECTIONS 1400-1403 - California Statutes

CORPORATIONS CODE

SECTION 1400-1403

1400. (a) Any domestic corporation with respect to which a
proceeding has been initiated under any applicable statute of the
United States, as now existing or hereafter enacted, relating to
reorganizations of corporations, has full power and authority to put
into effect and carry out any plan of reorganization and the orders
of the court or judge entered in such proceeding and may take any
proceeding and do any act provided in the plan or directed by such
orders, without further action by its board or shareholders. Such
power and authority may be exercised and such proceedings and acts
may be taken, as may be directed by such orders, by the trustee or
trustees of such corporation appointed in the reorganization
proceeding (or a majority thereof), or if none is appointed and
acting, by officers of the corporation designated or a master or
other representative appointed by the court or judge, with like
effect as if exercised and taken by unanimous action of the board and
shareholders of the corporation.
(b) Such corporation may, in the manner provided in subdivision
(a), but without limiting the generality or effect of subdivision
(a), alter, amend or repeal its bylaws; constitute or reconstitute
its board and name, constitute or appoint directors and officers in
place of or in addition to all or some of the directors or officers
then in office; amend its articles; make any change in its capital
stock; make any other amendment, change, alteration or provision
authorized by this division; be dissolved, transfer all or part of
its assets or merge as permitted by this division, in which case,
however, no shareholder shall have any statutory dissenter's rights;
change the location of its principal executive office or remove or
appoint an agent to receive service of process; authorize and fix the
terms, manner and conditions of the issuance of bonds, debentures or
other obligations, whether or not convertible into shares of any
class or bearing warrants or rights to purchase or subscribe to
shares of any class; or lease its property and franchises to any
corporation, if permitted by law.

1401. (a) A certificate of any amendment, change or alteration or
of dissolution or any agreement of merger made by such corporation
pursuant to Section 1400 and executed as provided in subdivision (b),
shall be filed and shall thereupon become effective in accordance
with its terms and the provisions of this chapter.
(b) Such certificate, agreement of merger or other instrument
shall be signed and verified, as may be directed by such orders of
the court or judge, by the trustee or trustees appointed in the
reorganization proceeding (or a majority thereof) or, if none is
appointed and acting, by officers of the corporation designated or by
a master or other representative appointed by the court or judge,
and shall state that provision for the making of such certificate,
agreement or instrument is contained in an order, identifying the
same, of a court or judge having jurisdiction of a proceeding under a
statute of the United States for the reorganization of such
corporation.

1402. The provisions of this chapter shall cease to apply to a
corporation upon the entry of a final decree in the reorganization
proceeding closing the case and discharging the trustee or trustees,
if any, whether or not jurisdiction may be retained thereafter by the
court for limited purposes which do not relate to the consummation
of the plan.

1403. For filing any certificate, agreement or other paper pursuant
to this chapter there shall be paid to the Secretary of State the
same fees as are payable by corporations not in reorganization
proceedings upon the filing of like certificates, agreements or other
papers.