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HomeCorporations CodeCh. 10Art. 1§ 12532 Equal Membership Distribution Rights

§ 12532 Equal Membership Distribution Rights

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

§ 12532 Equal Membership Distribution Rights

This law says that if a company is merging or changing, all members with the same type of membership must be treated the same way when giving out money, property, or other benefits. Unless everyone agrees or a special official says it's fair.

Key Takeaways

  • •All members with the same type of membership must be treated equally when a company is merging or changing.
  • •This means everyone gets the same benefits unless everyone agrees to something different.
  • •A special official can also say it's okay to treat members differently if it's fair.

Example

Imagine you and your friends all have the same type of membership in a club. The club is merging with another club and wants to give out money to its members.

The club must give the same amount of money to you and all your friends with the same membership. Unless everyone agrees to get different amounts, or a special official says it's okay to give different amounts.

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

Official Source
View on CA.gov

§ 12532 Equal Membership Distribution Rights

Each membership of the same class of any constituent corporation (other than the cancellation of memberships held by a surviving corporation or its parent or a wholly owned subsidiary of either in a constituent corporation) shall be treated equally with respect to any distribution of cash, property, rights, or securities unless: (a) all members of the class consent or (b) the Commissioner of Financial Protection and Innovation has approved the terms and conditions of the transaction and the fairness of such terms pursuant to Section 25142. (Amended by Stats. 2022, Ch. 452, Sec. 60. (SB 1498) Effective January 1, 2023.)

Last verified: January 10, 2026

Key Terms

constituent corporationCommissioner of Financial Protection and InnovationSection 25142

Related Statutes

  • § 8011.5 Equal Membership Distribution Rights
  • § 12534 Corporate Agreement Signing Authority
  • § 6013 Corporate Agreement Signing
  • § 8012 Merger Approval Requirements
  • § 8013 Corporate Merger Agreement Signing

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12532.
View Official Source