SECTIONS 18350-18400 - California Statutes

CORPORATIONS CODE

SECTION 18350-18400

18350. The following definitions govern the construction of this
article:
(a) "Constituent entity" means an entity that is merged with one
or more other entities and includes the surviving entity.
(b) "Disappearing entity" means a constituent entity that is not
the surviving entity.
(c) "Surviving entity" means an entity into which one or more
other entities are merged.

18360. An unincorporated association may merge with a domestic or
foreign corporation, domestic or foreign limited partnership,
domestic or foreign general partnership, or domestic or foreign
limited liability company. Notwithstanding this section, a merger may
be effected only if each constituent entity is authorized to effect
the merger by the laws under which it was organized.

18370. A merger involving an unincorporated association is subject
to the following requirements:
(a) Each party to the merger shall approve an agreement of merger.
The agreement shall include the following provisions:
(1) The terms of the merger.
(2) Any amendments the merger would make to the articles, bylaws,
or other governing documents of the surviving entity.
(3) The name, place of organization, and type of entity of each
constituent entity.
(4) The name of the constituent entity that will be the surviving
entity.
(5) If the name of the surviving entity will be changed in the
merger, the new name of the surviving entity.
(6) The disposition of the memberships or ownership interests of
each constituent entity.
(7) Other details or provisions, if any, including any details or
provisions required by the law under which a constituent entity is
organized.
(b) The principal terms of the merger agreement shall be approved
by the board, the members, and any person whose approval is required
by the association's governing documents. Unless otherwise provided
in the governing documents, the members shall approve the agreement
in the manner provided for amendment of the association's governing
documents. The members may approve the agreement before or after the
board approves the agreement.
(c) A merger agreement that would cause the members of an
unincorporated association to become individually liable for an
obligation of a constituent or surviving entity shall be approved by
all of the members of the unincorporated association. Approval by all
members is not required under this subdivision if the agreement of
merger provides for purchase by the surviving entity of the
membership interest of a member who votes against approval of the
merger agreement.
(d) A merger agreement may be amended by the board, unless the
amendment would change a principal term of the agreement, in which
case it shall be approved as provided in subdivision (b).
(e) Subject to the contractual rights of third parties, the board
may abandon a merger without the approval of the members.

18380. (a) A merger pursuant to this article has the following
effect:
(1) The separate existence of the disappearing entity ceases.
(2) The surviving entity succeeds, without other transfer, to the
rights and property of the disappearing entity.
(3) The surviving entity is subject to all the debts and
liabilities of the disappearing entity. A trust or other obligation
governing property of the disappearing entity applies as if it were
incurred by the surviving entity.
(b) All rights of creditors and all liens on or arising from the
property of each of the constituent entities are preserved
unimpaired, provided that a lien on property of a disappearing entity
is limited to the property subject to the lien immediately before
the merger is effective.
(c) An action or proceeding pending by or against a disappearing
entity or other party to the merger may be prosecuted to judgment,
which shall bind the surviving entity, or the surviving entity may be
proceeded against or substituted in its place.
(d) A merger does not affect an existing liability of a member,
director, officer, or agent of a constituent unincorporated
association for an obligation of the unincorporated association.

18390. If, as a consequence of merger, a surviving entity succeeds
to ownership of real property located in this state, the surviving
entity's record ownership of that property may be evidenced by
recording in the county in which the property is located a copy of
the agreement of merger that is signed by the president and secretary
or other comparable officers of the constituent entities and is
verified and acknowledged as provided in Sections 149 and 193.

18400. A bequest, devise, gift, grant, or promise contained in a
will or other instrument of donation, subscription, or conveyance
that is made to a disappearing entity and that takes effect or
remains payable after the merger inures to the benefit of the
surviving entity. A trust obligation that would govern property if
transferred to the disappearing entity applies to property that is
instead transferred to the surviving entity under this section.