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Code · California · Corporations Code

§ 9640

351 words·~2 min read·/ca/corporations-code/9640

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(a)The provisions of Chapter 10 (commencing with Section 6010) of Part 2 apply to religious corporations except subdivision
(a)of Section 6010 and Sections 6011 and 6012.
(b)A corporation may merge with any domestic corporation, foreign corporation, or other business entity (Section 5063.5). However, without the prior written consent of the Attorney General, a religious corporation may only merge with another religious corporation or with a public benefit corporation or a foreign nonprofit corporation or an unincorporated association, the governing documents of which provide that its assets are irrevocably dedicated to charitable, religious, or public purposes.
(c)The principal terms of the merger shall be approved by the members (Section 5034) of each class of each constituent corporation and by each other person or persons whose approval of an amendment of the articles is required by the articles or bylaws; and the approval by the members (Section 5034) or any other person or persons required by this section may be given before or after the approval by the board.
(d)The board of each corporation that desires to merge shall approve an agreement of merger. The constituent corporations shall be parties to the agreement of merger and other persons may be parties to the agreement of merger. The agreement shall state all of the following:
(1)The terms and conditions of the merger.
(2)The amendments, subject to Sections 5810 and 5816, to the articles of the surviving corporation to be effected by the merger, if any. If any amendment changes the name of the surviving corporation, the new name may be the same as or similar to the name of a disappearing corporation, subject to subdivision
(b)of Section 9122.
(3)The amendments to the bylaws of the surviving corporation to be effected by the merger, if any.
(4)The name and place of incorporation of each constituent corporation and which of the constituent corporations is the surviving corporation.
(5)The manner, if any, of converting memberships of the constituent corporations into memberships of the surviving corporation.
(6)Any other details or provisions as are desired, if any.
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