SECTIONS 7410-7414 - California Statutes

CORPORATIONS CODE

SECTION 7410-7414

7410. This chapter does not apply to any proceeding for winding up
and dissolution of corporations under Chapters 15 (commencing with
Section 8510), 16 (commencing with Section 8610), and 17 (commencing
with Section 8710).

7411. (a) Except as provided in subdivision (b), no corporation
shall make any distribution except upon dissolution.
(b) A corporation may, subject to meeting the requirements of
Sections 7412 and 7413 and any additional restrictions authorized by
Section 7414, purchase or redeem memberships.

7412. Neither a corporation nor any of its subsidiaries shall make
a distribution if the corporation or the subsidiary making the
distribution is, or as a result thereof would be, likely to be unable
to meet its liabilities (except those whose payment is otherwise
adequately provided for) as they mature.

7413. Neither a corporation nor any of its subsidiaries shall
purchase or redeem a membership of the parent or subsidiary if the
articles of the corporation contain a provision authorized by
paragraph (4), clause (ii), of subdivision (a) of Section 7132 and
such corporation or the subsidiary making the purchase or redemption
is, or as a result thereof would be, likely to be unable to meet the
obligations resulting from such article provision.

7414. Nothing in this chapter prohibits additional restrictions
upon the purchase or redemption of a membership by provision in a
corporation's articles or bylaws or agreement entered into by the
corporation.