§ 12538 Merger Agreement Evidence Rules

Corporations Code·California

AI SummaryVerified

This law says that a certified copy of a merger agreement is just as good as the original. It proves that all the steps needed for the merger were done correctly.

Key Takeaways

•A certified copy of a merger agreement is as good as the original.
•It proves that all the steps for the merger were done correctly.
•It shows that the new company exists after the merger.

Example

Two companies, Company A and Company B, decide to merge into one company.

If someone has a certified copy of their merger agreement, it shows that everything was done right and the new company exists. People can't argue that the merger didn't happen properly.

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

Official Source

View on CA.gov

§ 12538 Merger Agreement Evidence Rules

A copy of an agreement of merger certified on or after the effective date by an official having custody thereof has the same force in evidence as the original and, except as against the state, is conclusive evidence of the performance of all conditions precedent to the merger, the existence on the effective date of the surviving corporation, and the performance of the conditions necessary to the adoption of any amendment to the articles contained in the agreement of merger. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

agreement of merger conditions precedent to the merger surviving corporation amendment to the articles

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12538.

§ 12538 Merger Agreement Evidence Rules

Corporations Code·California

AI SummaryVerified

§ 12538 Merger Agreement Evidence Rules

This law says that a certified copy of a merger agreement is just as good as the original. It proves that all the steps needed for the merger were done correctly.

Key Takeaways

•A certified copy of a merger agreement is as good as the original.
•It proves that all the steps for the merger were done correctly.
•It shows that the new company exists after the merger.

Example

Two companies, Company A and Company B, decide to merge into one company.

If someone has a certified copy of their merger agreement, it shows that everything was done right and the new company exists. People can't argue that the merger didn't happen properly.

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

Official Source

View on CA.gov

§ 12538 Merger Agreement Evidence Rules

Last verified: January 10, 2026

Key Terms

agreement of merger conditions precedent to the merger surviving corporation amendment to the articles

References

Official text at leginfo.legislature.ca.gov
California Legislature. Corporations Code. Section 12538.

Key Takeaways

Example

Key Terms

Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References