SECTIONS 23000-23006 - California Statutes

CORPORATIONS CODE

SECTION 23000-23006

23000. "Real estate investment trust" as used in this part means
any unincorporated association or trust formed to engage in business
and managed by, or under the direction of, one or more trustees for
the benefit of the holders or owners (hereinafter in this part
"shareowners") of transferable shares of beneficial interest in the
trust estate (hereinafter in this part "shares") and which meets one
of the following two tests:
(a) It received, prior to the effective date of this part, an
order, permit or qualification from the Commissioner of Corporations
pursuant to the provisions of the Corporate Securities Law of 1968 or
any predecessor statute finding that it was a real estate investment
trust, notwithstanding the subsequent amendment, suspension or
revocation of any such finding, order, permit or qualification, and
it has for one or more of its three fiscal years immediately prior to
the effective date of this part complied with, or in good faith
filed a federal income tax return on the basis that it has complied
with the requirements for real estate investment trusts set forth in
Section 856 of the Federal Internal Revenue Code; or
(b) It is formed for the purpose of engaging in business as a real
estate investment trust under Part II of Subchapter M of Chapter 1
of Subtitle A of the Federal Internal Revenue Code of 1954, as
amended from time to time; the sale of its shares has been qualified
at any time by the Commissioner of Corporations pursuant to the
Corporate Securities Law of 1968; and in good faith it has commenced
business as a real estate investment trust.
An unincorporated association or trust which otherwise meets the
requirements of this section shall not be affected in its status as a
real estate investment trust whether or not it is in fact taxable
for any year or years under Part II of Subchapter M of Chapter 1 of
Subtitle A of the Federal Internal Revenue Code of 1954, as amended
from time to time.

23001. No shareowner of a real estate investment trust shall be
personally liable as such for any liabilities, debts or obligations
of, or claims against, the real estate investment trust, whether
arising before or after such shareowner became the owner or holder of
the shares thereof.

23002. Section 23001 shall apply to any real estate investment
trust organized under the laws of this state with respect to
liabilities, debts, obligations and claims wherever arising, and to
any real estate investment trust organized under the laws of a
foreign jurisdiction with respect to liabilities, debts, obligations
and claims arising in this state.

23003. A real estate investment trust shall not issue any security
redeemable at the option of the holder of the security.

23004. Section 23001 shall apply with respect to all liabilities,
debts, obligations of, and claims against, a real estate investment
trust arising after the effective date of this part, and prior law
shall continue to govern with respect to liabilities, debts,
obligations and claims existing on the effective date of this part.
No implication shall be created by the adoption of this part that the
holders or owners of shares of beneficial interest in business
trusts which do not meet the definition of real estate investment
trust in Section 23000 are, or are not, as such, personally liable
for the liabilities, debts or obligations of, or claims against, any
such trust.

23005. The provisions of Sections 1400 and 1402 governing
bankruptcy reorganizations for corporations also apply to real estate
investment trusts. For that purpose where the term "corporation" is
used in such sections it shall also include the term "real estate
investment trust," the terms "director" or "board of directors" shall
include "trustee" or "board of trustees," the term "articles" shall
include "declaration of trust" and the term "capital stock" shall
include "shares of beneficial interest."

23006. (a) The following entities may be merged pursuant to this
article:
(1) Any two or more real estate investment trusts into one real
estate investment trust, provided that the merger is specifically
permitted by the declarations of trust, and that procedure is
detailed in those declarations.
(2) One or more real estate investment trusts with one or more
limited partnerships into one limited partnership, provided that the
merger is specifically permitted by the declarations of trust, and
that procedure is detailed in those declarations.
(3) One or more real estate investment trusts with one or more
limited partnerships into one real estate investment trust, provided
that the merger is specifically permitted by the declarations of
trust, and that procedure is detailed in those declarations.
(b) Any merger under this section shall only be effective upon the
approval of the holders of a majority of the shares of beneficial
interest of the real estate investment trust.