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HomeCorporations CodeCh. 8§ 3202 Merger Approval Requirements

§ 3202 Merger Approval Requirements

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

§ 3202 Merger Approval Requirements

Key Takeaways

  • •If a special kind of company (social purpose corporation) is merging with a nonprofit, all shareholders must agree to the merger.
  • •Even if some shareholders usually can't vote, they get to vote on this merger.
  • •This rule is only for when the special company is merging with certain types of nonprofits.

Example

A company that makes eco-friendly toys (a social purpose corporation) wants to merge with a nonprofit that helps kids.

All the owners of the toy company, even those who normally don’t get to vote, must agree to the merger.

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

Official Source
View on CA.gov

§ 3202 Merger Approval Requirements

If a disappearing social purpose corporation in a merger is a social purpose corporation governed by this division and the surviving corporation is a nonprofit public benefit corporation, a nonprofit mutual benefit corporation, or a nonprofit religious corporation, the merger shall be approved by all of the outstanding shares of all classes of the disappearing social purpose corporation, regardless of limitations or restrictions on their voting rights, notwithstanding any provision of Chapter 10 (commencing with Section 3400). (Amended by Stats. 2014, Ch. 694, Sec. 53. (SB 1301) Effective January 1, 2015.)

Last verified: January 23, 2026

Key Terms

disappearing social purpose corporationnonprofit public benefit corporationnonprofit mutual benefit corporationnonprofit religious corporationmergeroutstanding sharesvoting rightsChapter 10

Related Statutes

  • § 1112 Nonprofit Merger Shareholder Approval
  • § 911 Corporate Status Change Rules
  • § 3001 Corporate Status Conversion Rules
  • § 5046 Corporation Definitions By Part
  • § 12510 Corporate Articles Restatement

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 3202.
View Official Source