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HomeCorporations CodeCh. 10Art. 1§ 12533 Member Merger Approval Rights

§ 12533 Member Merger Approval Rights

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

§ 12533 Member Merger Approval Rights

This law says that if a company wants to merge with another, the members must agree to it. If someone doesn't agree, they can leave within 30 days and won't have to follow new rules.

Key Takeaways

  • •Members must agree to a merger before or after the leaders do.
  • •If you don't agree, you have 30 days to leave after the merger happens.
  • •If you leave, you don't have to follow new rules that came with the merger.

Example

Imagine you're part of a small club, and the leaders want to join it with a bigger club.

If you don't like the idea, you can leave the club within 30 days after the merge happens. You won't have to follow the new club's rules, and it's like you were never part of the merge.

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

Official Source
View on CA.gov

§ 12533 Member Merger Approval Rights

(a) The principal terms of the merger shall be approved by the members (Section 12224) of each class of each corporation which desires to merge. The approval by the members may be given before or after the approval by the board. (b) Any member of any constituent corporation who voted against the merger may, without prior notice, but within 30 days following the effective date of the merger, resign from membership and, in the event of resignation, shall be: (1) Thereafter excused from all contractual obligations to the corporation which have not accrued prior to resignation; and (2) Shall be entitled to the same rights as would have existed if there had been no merger and the membership had been terminated. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

principal terms of the mergerapproval by the membersresign from membershipcontractual obligationssame rights as would have existed if there had been no merger

Related Statutes

  • § 6012 Merger Approval Requirements
  • § 8012 Merger Approval Requirements
  • § 12530 Corporate Merger Attorney General Approval
  • § 12530.5 Worker Cooperative Mergers
  • § 12531 Corporate Merger Agreement Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12533.
View Official Source