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HomeCorporations CodeGENERAL PROVISIONSCh. 6Art. 5§ 18350 Entity Merger Definitions

§ 18350 Entity Merger Definitions

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

§ 18350 Entity Merger Definitions

This law defines the words used when two or more businesses combine into one, naming the new business, the old ones that disappear, and the one that keeps going.

Key Takeaways

  • •A “constituent entity” is any business that is part of a merger, including the one that stays alive.
  • •A “disappearing entity” is a business that is merged away and no longer exists as a separate legal thing.
  • •A “surviving entity” is the business that continues after the merger and holds the assets and liabilities of the merged companies.

Example

Company A and Company B decide to merge. After the merger, Company A continues operating and keeps the name, while Company B’s legal identity ends.

In this case, Company A is the “surviving entity,” Company B is a “disappearing entity,” and together they are “constituent entities” that were merged.

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

Official Source
View on CA.gov

§ 18350 Entity Merger Definitions

The following definitions govern the construction of this article: (a) “Constituent entity” means an entity that is merged with one or more other entities and includes the surviving entity. (b) “Disappearing entity” means a constituent entity that is not the surviving entity. (c) “Surviving entity” means an entity into which one or more other entities are merged. (Added by Stats. 2005, Ch. 116, Sec. 5. Effective January 1, 2006.)

Last verified: January 10, 2026

Key Terms

Constituent entityDisappearing entitySurviving entity

Related Statutes

  • § 18360 Unincorporated Association Mergers
  • § 18370 Unincorporated Association Merger Rules
  • § 18380 Merger Effects On Entities
  • § 18390 Merger Property Ownership Evidence
  • § 18400 Surviving Entity Gift Continuity

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 18350.
View Official Source