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HomeCorporations CodeCh. 11§ 1109 Corporate Merger Property Transfer

§ 1109 Corporate Merger Property Transfer

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 1109 Corporate Merger Property Transfer

This law says that when a company merges and disappears, the new company automatically becomes the legal owner of all the land that the disappearing company owned in this state, as long as the proper merger papers are filed.

Key Takeaways

  • •The rule only applies to real property (land and buildings) that is located in this state.
  • •It works when a company merges and another company survives, even if the merger happened under another state's laws.
  • •Filing the merger agreement with the county recorder proves the new owner's title to the land.

Example

A California-based retail chain merges with a foreign company and the foreign company ceases to exist, leaving the California chain as the survivor.

If the merger paperwork is filed with the county recorder where the retail chain owned stores, the filing shows that the surviving company now owns all those store properties.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 1109 Corporate Merger Property Transfer

Whenever a domestic or foreign corporation or domestic or foreign other business entity having any real property in this state merges or consolidates with another domestic or foreign corporation or other business entity pursuant to the laws of this state or of the state or place in which any constituent party to the merger was incorporated or organized, and the laws of the state or place of incorporation or organization (including this state) of any disappearing party to the merger provide substantially that the making and filing of the agreement of merger or consolidation or certificate of ownership or certificate of merger vests in the surviving or consolidated party to the merger all the real property of any disappearing party to the merger, the filing for record in the office of the county recorder of any county in this state in which any of the real property of that disappearing party to the merger is located of a copy of the agreement of merger or consolidation or certificate of ownership or certificate of merger, certified by the Secretary of State or an authorized public official of the state or place pursuant to the laws of which the merger or consolidation is effected, shall evidence record ownership in the surviving or consolidated party to the merger, of all interest of the disappearing party to the merger in and to the real property located in that county. (Amended by Stats. 1999, Ch. 437, Sec. 9.5. Effective January 1, 2000.)

Last verified: January 10, 2026

Key Terms

mergerconsolidationdisappearing partysurviving or consolidated partyreal propertyagreement of merger or consolidationcertificate of ownership or certificate of mergercounty recorderrecord ownership

Related Statutes

  • § 12551 Corporate Merger Property Transfer
  • § 6021 Corporate Merger Property Transfer
  • § 15911.18 Property Transfer In Mergers
  • § 18390 Merger Property Ownership Evidence
  • § 8021 Corporate Merger Property Transfer

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1109.
View Official Source