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HomeCorporations CodeCh. 9§ 12521 Corporate Asset Disposition Approval

§ 12521 Corporate Asset Disposition Approval

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

§ 12521 Corporate Asset Disposition Approval

This law says a company can sell or give away most of its stuff, but the bosses and the owners have to agree first.

Key Takeaways

  • •The bosses (board) must agree to sell most of the company's stuff.
  • •The owners (members) must also agree unless it's a normal sale for the company.
  • •The bosses can change their mind and stop the sale, even if the owners said yes.
  • •The sale can happen in any way the bosses think is best for the company.

Example

A toy company wants to sell all its factories and toys to another company.

The bosses of the toy company must say yes, and the owners must also say yes unless selling toys is something they do all the time.

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

Official Source
View on CA.gov

§ 12521 Corporate Asset Disposition Approval

(a) A corporation may sell, lease, convey, exchange, transfer or otherwise dispose of all or substantially all of its assets when the principal terms are: (1) Approved by the board; and (2) Unless the transaction is in the usual and regular course of its activities approved by the members (Section 12224) either before or after approval by the board and before or after the transaction. (b) Notwithstanding approval by the members (Section 12224), the board may abandon the proposed transaction without further action by the members, subject to the contractual rights, if any, of third parties. (c) Such sale, lease, conveyance, exchange, transfer or other disposition may be made upon such terms and conditions and for such consideration as the board may deem in the best interests of the corporation. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

dispose of all or substantially all of its assetsapproved by the boardapproved by the membersusual and regular course of its activitiesbest interests of the corporation

Related Statutes

  • § 5911 Corporate Asset Disposal Approval
  • § 7911 Corporate Asset Disposition Approval
  • § 9631 Corporate Asset Disposal Approval
  • § 1001 Corporate Asset Disposition Approval
  • § 12520 Corporate Property Security Approval

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12521.
View Official Source