§ 17711.03
410 words·~2 min read·
/ca/corporations-code/17711-03A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)If members have a right under Section 17711.02, subject to compliance with paragraphs
(4)and
(5)of subdivision
(b)of Section 17711.02, to require the limited liability company to purchase their membership interests for cash, the limited liability company shall mail to each member a notice of the approval of the reorganization by the requisite vote or consent of the members, within 10 days after the date of the approval, accompanied by a copy of this section and Sections 17711.01, 17711.02, 17711.04, and 17711.05, a statement of the price determined by the limited liability company to represent the fair market value of its outstanding interests, and a brief description of the procedure to be followed if the member desires to exercise the member’s rights under those sections. The statement of price constitutes an offer by the limited liability company to purchase at the price stated any dissenting interests as defined in subdivision
(b)of Section 17711.02, unless they lose their status as dissenting interests under Section 17711.11.
(b)Any member who has a right to require the limited liability company to purchase the member’s interest for cash under Section 17711.02, subject to compliance with paragraphs
(4)and
(5)of subdivision
(b)of Section 17711.02, and who desires the limited liability company to purchase that interest, shall make written demand upon the limited liability company for the purchase of that interest and the payment to the member in cash of its fair market value. The demand is not effective for any purpose unless it is received by the limited liability company or any transfer agent thereof
(1)in the case of interests described in clause
(i)or
(ii)of subparagraph
(A)of paragraph
(1)of subdivision
(b)of Section 17711.02, not later than the date of the members’ meeting to vote upon the reorganization, or
(2)in any other case, within 30 days after the date on which notice of the approval of the reorganization by the requisite vote or consent of the members is mailed by the limited liability company to the members.
(c)The demand shall state the number or amount of the member’s interest in the limited liability company and shall contain a statement of what the member claims to be the fair market value of that interest on the day before the announcement of the proposed reorganization. The statement of fair market value constitutes an offer by the member to sell the interest at such price.