16901. In this article, the following terms have the following
meanings:
(1) "Constituent other business entity" means any other business
entity that is merged with or into one or more partnerships and
includes a surviving other business entity.
(2) "Constituent partnership" means a partnership that is merged
with or into one or more other partnerships or other business
entities and includes a surviving partnership.
(3) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(4) "Disappearing partnership" means a constituent partnership
that is not the surviving partnership.
(5) "Domestic" means organized under the laws of this state when
used in relation to any partnership, other business entity, or person
(other than an individual).
(6) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(7) "Foreign partnership" means a partnership formed under the
laws of any state other than this state or under the laws of a
foreign country.
(8) "General partner" means a partner in a partnership and a
general partner in a limited partnership.
(9) "Limited liability company" means a limited liability company
created under Title 2.5 (commencing with Section 17000), or
comparable law of another jurisdiction.
(10) "Limited partner" means a limited partner in a limited
partnership.
(11) "Limited partnership" means a limited partnership created
under Chapter 3 (commencing with Section 15611) or Chapter 5.5
(commencing with Section 15900), predecessor law, or comparable law
of another jurisdiction.
(12) "Other business entity" means a limited partnership, limited
liability company, corporation, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a partnership.
(13) "Partner" includes both a general partner and a limited
partner.
(14) "Surviving other business entity" means an other business
entity into which one or more partnerships are merged.
(15) "Surviving partnership" means a partnership into which one or
more other partnerships or other business entities are merged.
16902. (a) A partnership, other than a registered limited liability
partnership, may be converted into a domestic other business entity
or a foreign other business entity pursuant to this article if, (1)
pursuant to a conversion into a domestic or foreign limited
partnership or limited liability company, each of the partners of the
converting partnership would receive a percentage interest in the
profits and capital of the converted other business entity equal to
the partner's percentage interest in profits and capital of the
converting partnership as of the effective time of the conversion,
and (2) pursuant to a conversion into an other business entity or
foreign other business entity not specified in clause (1) above, each
of the partnership interests of the same class is treated equally
with respect to any distribution of cash, property, rights,
interests, or securities of the converted other business entity
unless all partners of the same class consent.
(b) Notwithstanding this section, the conversion of a partnership
to a domestic or foreign other business entity may be effected only
if: (1) the law under which that domestic or foreign other business
entity will exist expressly permits the formation of that other
entity pursuant to a conversion; and (2) the partnership complies
with any and all other requirements of that other law that applies to
conversion of the other business entity.
16903. (a) A partnership that desires to convert to a domestic or
foreign other business entity shall approve a plan of conversion. The
plan of conversion shall state the following:
(1) The terms and conditions of the conversion.
(2) The place of the organization of the converted entity and of
the converting partnership and the name of the converted entity after
conversion, if different from that of the converting partnership.
(3) The manner of converting the partnership interests of each of
the partners into shares of, securities of, or interests in the
converted entity.
(4) The provisions of the governing documents for the converted
entity, including the limited partnership agreement, limited
liability company articles of organization and operating agreement,
or articles or certificate of incorporation if the converted entity
is a corporation, to which the holders of interest in the converted
entity are to be bound.
(5) Any other details or provisions as are required by laws under
which the converted entity is organized.
(6) Any other details or provisions that are desired.
(b) The plan of conversion shall be approved by that number or
percentage of partners required by the partnership agreement to
approve a conversion of the partnership as set forth in the
partnership agreement. If the partnership agreement fails to specify
the required partner approval for a conversion of the partnership,
the plan of conversion shall be approved by that number or percentage
of partners required by the partnership agreement to approve an
amendment to the partnership agreement unless the conversion effects
a change for which the partnership agreement requires a greater
number or percentage of partners than that required to amend the
partnership agreement, in which case the plan of conversion shall be
approved by that greater number or percentage. If the partnership
agreement fails to specify the vote required to amend the partnership
agreement, the plan of conversion shall be approved by all partners.
(c) If the partnership is converting into a limited partnership,
in addition to the approval of the partners as set forth in
subdivision (b), the plan of conversion shall be approved by all
partners who will become general partners of the converted limited
partnership pursuant to the plan of conversion.
(d) All partners of the converting partnership except those that
dissociate upon effectiveness of the conversion pursuant to
subdivision (e) of Section 16909 shall be deemed parties to any
partnership or operating agreement, articles or certificate of
incorporation, or organic document for the converted entity adopted
as part of the plan of conversion, regardless of whether that partner
has executed the plan of conversion or the operating agreement,
articles or certificate of incorporation, partnership agreement, or
other organic document for the converted entity. Any adoption of a
new partnership or operating agreement, articles or certificate of
incorporation, or other organic document made pursuant to the
foregoing sentence shall be effective at the effective time or date
of the conversion.
(e) Notwithstanding its prior approval, a plan of conversion may
be amended before the conversion takes effect if the amendment is
approved by the partnership in the same manner, and by the same
number or percentage of partners, as was required for approval of the
original plan of conversion.
(f) The partners of a converting partnership may, at any time
before the conversion is effective, in their discretion, abandon a
conversion, without further approval by the partners, in the same
manner, and by the same number or percentage of partners, as was
required for approval of the original plan of conversion at any time
before the conversion is effective, subject to the contractual rights
of third parties.
(g) The converted entity shall keep the plan of conversion at: (1)
the principal place of business of the converted entity, if the
converted entity is a foreign other business entity or a corporation;
or (2) the office at which records are to be kept under Section
15614 or 15901.14 if the converted entity is a domestic limited
partnership, or at the office at which records are to be kept under
Section 17057 if the converted entity is a domestic limited liability
company. Upon the request of a partner of a converting partnership,
the authorized person on behalf of the converted entity shall
promptly deliver to the partner or the holder of interests or other
securities, at the expense of the converted entity, a copy of the
plan of conversion. A waiver by a partner of the rights provided in
this subdivision shall be unenforceable.
16904. (a) A conversion into a domestic other business entity shall
become effective upon the earliest date that all of the following
shall have occurred:
(1) The approval of the plan of conversion by the partners of the
converting partnership as provided in Section 16903.
(2) The filing of all documents required by law to create the
converted other business entity, which documents shall also contain a
statement of conversion, if required under Section 16906.
(3) The effective date, if set forth in the plan of conversion,
shall have occurred.
(b) A copy of the certificate of limited partnership, articles of
organization, or articles of incorporation, complying with Section
16906, if applicable, duly certified by the Secretary of State, is
conclusive evidence of the conversion of the partnership.
16905. (a) The conversion of a partnership into a foreign other
business entity shall comply with Section 16902.
(b) If the partnership is converting into a foreign other business
entity, then the conversion proceedings shall be in accordance with
the laws of the state or place of organization of the foreign other
business entity and the conversion shall become effective in
accordance with that law.
(c) (1) Unless a statement of conversion has been filed to effect
the conversion, the converted foreign other business entity shall
promptly notify the Secretary of State of the mailing address of its
agent for service of process, its chief executive office, and of any
change of address. To enforce an obligation of a partnership that has
converted to a foreign other business entity, the Secretary of State
shall only be the agent for service of process in an action or
proceeding against the converted foreign other business entity, if
the agent designated for the service of process for that entity is a
natural person and cannot be found with due diligence or if the agent
is a corporation and no person, to whom delivery may be made, may be
located with due diligence, or if no agent has been designated and
if no one of the officers, partners, managers, members, or agents of
that entity may be located after diligent search, and it is so shown
by affidavit to the satisfaction of the court. The court then may
make an order that service be made by personal delivery to the
Secretary of State or to an assistant or deputy Secretary of State of
two copies of the process together with two copies of the order, and
the order shall set forth an address to which the process shall be
sent by the Secretary of State. Service in this manner is deemed
complete on the 10th day after delivery of the process to the
Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
Section 12197 of the Government Code, the Secretary of State shall
provide notice to the entity of the service of the process by
forwarding by certified mail, return receipt requested, a copy of the
process and order to the address specified in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
providing of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
16906. (a) If the converting partnership has filed a statement of
partnership authority under Section 16303 that is effective at the
time of the conversion, then upon conversion to a domestic limited
partnership, limited liability company, or corporation, the
certificate of limited partnership, articles of organization, or
articles of incorporation filed by the converted entity, as
applicable, shall contain a statement of conversion, in that form as
may be prescribed by the Secretary of State. If the converting
partnership has not filed a statement of partnership authority under
Section 16303 that is effective at the time of the conversion, upon
conversion to a domestic limited partnership, limited liability
company, or corporation, the converted entity may, but is not
required to file, on its certificate of limited partnership, articles
of organization, or articles of incorporation, a statement of
conversion. A statement of conversion shall set forth all of the
following:
(1) The name and the Secretary of State's file number, if any, of
the converting partnership.
(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, which equaled or exceeded
the vote required under Section 16903.
(b) A partnership converting to a foreign other business entity
that has filed a statement of partnership authority under Section
16303 that is effective at the time of conversion may file a
certificate of conversion with the Secretary of State. The
certificate of conversion shall contain the following:
(1) The names of the converting partnership and the converted
entity.
(2) The street address of the converted entity's chief executive
office and of an office in this state, if any.
(3) The form of organization of the converted entity.
(c) The filing with the Secretary of State of a certificate of
limited partnership, articles of organization, or articles of
incorporation containing a statement of conversion as set forth in
subdivision (a) or a certificate of conversion filed pursuant to
subdivision (b) shall have the effect of the filing of a cancellation
by the converting partnership of any statement of partnership
authority filed by it.
16907. (a) Whenever a partnership or other business entity having
any real property in this state converts into a partnership or an
other business entity pursuant to the laws of this state or of the
state or place in which the other business entity was organized, and
the laws of the state or place of organization (including this state)
of the converting partnership or other business entity provide
substantially that the conversion of a converting entity vests in the
converted partnership or other business entity all the real property
of the converting partnership or converting other business entity,
the filing for record in the office of the county recorder of any
county in this state in which any of the real property of the
converting partnership or converting other business entity is located
of either (1) a certificate of conversion or a certificate of
limited partnership, articles of organization, or articles of
incorporation, complying with Section 16906, in the form prescribed
by the Secretary of State, certified by the Secretary of State, or
(2) a copy of a certificate of conversion or a certificate of limited
partnership, articles of organization, articles or certificate of
incorporation, or other certificate evidencing the creation of a
foreign other business entity by conversion, containing a statement
of conversion, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the conversion is effected, shall evidence record ownership in the
converted partnership or converted other business entity of all
interest of the converting partnership or converting other business
entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded certificate of
conversion, certificate of limited partnership, articles of
organization, articles or certificate of incorporation, or other
certificate evidencing the creation of an other business entity by
conversion, containing a statement of conversion, executed and
declared to be accurate pursuant to subdivision (c) of Section 16105,
stating the name of the converting partnership or converting other
business entity in whose name property was held before the conversion
and the name of the converted entity, but not containing all of the
other information required by Section 16906, operates with respect to
the entities named to the extent provided in subdivision (a).
(c) Recording of a certificate of conversion, a certificate of
limited partnership, articles of organization, articles or
certificate of incorporation, or other certificate evidencing the
creation of another business entity by conversion, containing a
statement of conversion, in accordance with Section 16902 shall
create, in favor of bona fide purchasers or encumbrancers for value,
a conclusive presumption that the conversion was validly completed.
16908. (a) A domestic limited partnership, limited liability
company, or corporation, or a foreign other business entity may be
converted to a domestic partnership pursuant to this article, but
only if the converting entity is authorized by the laws under which
it is organized to effect the conversion.
(b) An entity that desires to convert into a domestic partnership
shall approve a plan of conversion or the instrument that is required
to be approved to effect the conversion pursuant to the laws under
which the entity is organized.
(c) The conversion of a domestic limited partnership, limited
liability company, or corporation, or foreign other business entity
shall be approved by the number or percentage of the partners,
members, shareholders, or holders of interest of the converting
entity as is required by the law under which the entity is organized,
or a greater or lesser percentage (subject to applicable laws) as
set forth in the limited partnership agreement, articles of
organization, operating agreement, or articles or certificate of
organization, or other governing document for the converting entity.
(d) The conversion by a domestic limited partnership, limited
liability company, or corporation, or a foreign other business entity
into a partnership shall be effective under this article at the time
that the conversion is effective under the laws under which the
converting entity is organized.
(e) The filing with the Secretary of State of a certificate of
conversion or a statement of partnership authority containing a
statement of conversion pursuant to subdivision (a) shall have the
effect of the filing of a certificate of cancellation by the
converting foreign limited partnership or foreign limited liability
company, and no converting foreign limited partnership or foreign
limited liability company that has made the filing is required to
file a certificate of cancellation under Section 15696, 15909.07, or
17455 as a result of that conversion. If a converting other business
entity is a foreign corporation qualified to transact business in
this state, the foreign corporation shall, by virtue of the filing,
automatically surrender its right to transact intrastate business.
16909. (a) An entity that converts into another entity pursuant to
this article is for all purposes the same entity that existed before
the conversion.
(b) When a conversion takes effect, all of the following apply:
(1) All the rights and property, whether real, personal, or mixed,
of the converting entity remains vested in the converted entity.
(2) All debts, liabilities, and obligations of the converting
entity continue as debts, liabilities, and obligations of the
converted entity.
(3) All rights of creditors and liens upon the property of the
converting entity shall be preserved unimpaired and remain
enforceable against the converted entity to the same extent as
against the converting entity as if the conversion had not occurred.
(4) Any action or proceeding pending by or against the converting
entity may be continued against the converted entity as if the
conversion had not occurred.
(c) A partner of a converting partnership is liable for:
(1) All obligations of the converting partnership for which the
partner was personally liable before the conversion.
(2) All obligations of the converted entity incurred after the
conversion takes effect, but those obligations may be satisfied only
out of property of the entity if (A) the converted other business
entity is a limited partnership and the partner becomes a limited
partner, (B) the converted other business entity is a limited
liability company and the partner becomes a member, unless the
articles of organization or the operating agreement of the limited
liability company provide otherwise, or (C) the converted other
business entity is a corporation and the partner becomes a
shareholder.
(d) A partner of a partnership that converted from an other
business entity is liable for any and all obligations of the
converting other business entity for which the partner was personally
liable before the conversion, but only to the extent the partner was
liable for the obligation of the converting entity prior to the
conversion.
(e) A partner of a converting partnership, who does not vote in
favor of the conversion and does not agree to become a partner,
member, shareholder, or holder of interest of the converted other
business entity shall have the right to dissociate from the
partnership, as of the date the conversion takes effect. Within 10
days after the approval of the conversion by the partners as required
under this article, the converting partnership shall send notice of
the approval of the conversion to each partner that has not approved
the conversion, accompanied by copies of Section 16701 and a brief
description of the procedure to be followed under that section if the
partner wishes to dissociate from the partnership. A partner that
desires to dissociate from the converting partnership shall send
written notice of that dissociation within 30 days after the date of
the notice of the approval of the conversion. The converting
partnership shall cause the partner's interest in the entity to be
purchased under Section 16701. The converting partnership is bound
under Section 16702 by an act of a general partner dissociated under
this subdivision, and the partner is liable under Section 16703 for
transactions entered into by the converted entity after the
conversion takes effect. The dissociation of a partner in connection
with a conversion pursuant to the terms of this subdivision shall not
be deemed to be a wrongful dissociation under Section 16602.
16910. (a) The following entities may be merged pursuant to this
article:
(1) Two or more partnerships into one partnership.
(2) One or more partnerships and one or more other business
entities into one of those other business entities.
(3) One or more partnerships, other than a limited liability
partnership, and one or more other business entities into one
partnership.
(b) Notwithstanding subdivision (a), the merger of any number of
partnerships with any number of other business entities may be
effected only if the other business entities that are organized in
California are authorized by the laws under which they are organized
to effect the merger, and (1) if a domestic partnership is the
surviving partnership, the foreign other business entities are not
prohibited by the laws under which they are organized from effecting
that merger and (2) if a foreign partnership or foreign other
business entity is the survivor of the merger, the laws of the
jurisdiction under which the survivor is organized authorize that
merger.
16911. (a) Each partnership and other business entity which desires
to merge shall approve an agreement of merger. The agreement of
merger shall be approved by the number or percentage of partners
specified for merger in the partnership agreement of the constituent
partnership. If the partnership agreement fails to specify the
required partner approval for merger of the constituent partnership,
then the agreement of merger shall be approved by that number or
percentage of partners specified by the partnership agreement to
approve an amendment to the partnership agreement. However, if the
merger effects a change for which the partnership agreement requires
a greater number or percentage of partners than that required to
amend the partnership agreement, then the merger shall be approved by
that greater number or percentage. If the partnership agreement
contains no provision specifying the vote required to amend the
partnership agreement, then the agreement of merger must be approved
by all the partners. The agreement of merger shall be approved on
behalf of each constituent other business entity by those persons
required to approve the merger by the laws under which it is
organized. Other persons may be parties to the agreement of merger.
The agreement of merger shall state all of the following:
(1) The terms and conditions of the merger.
(2) The name and place of organization of the surviving
partnership or surviving other business entity, and of each
disappearing partnership and disappearing other business entity, and
the agreement of merger may change the name of the surviving
partnership, which new name may be the same as, or similar to, the
name of a disappearing partnership.
(3) The manner of converting the partnership interests of each of
the constituent partnerships into interests or other securities of
the surviving partnership or surviving other business entity, and if
partnership interests of any of the constituent partnerships are not
to be converted solely into interest or other securities of the
surviving partnership or surviving other business entity, the cash,
property, rights, interests, or securities which the holders of the
partnership interest are to receive in exchange for the partnership
interests, which cash, property, rights, interests, or securities may
be in addition to or in lieu of interests or other securities of the
surviving partnership or surviving other business entity, or that
the partnership interests are canceled without consideration.
(4) Any other details or provisions as are required by the laws
under which any constituent other business entity is organized.
(5) Any other details or provisions that are desired, including,
without limitation, a provision for the treatment of fractional
partnership interests.
(b) If the partnership is merging into a limited partnership, then
in addition to the approval of the partners as set forth under
subdivision (a), the agreement of merger must be approved by all
partners who will become general partners of the surviving limited
partnership upon the effectiveness of the merger.
(c) Notwithstanding its prior approval, an agreement of merger may
be amended before the merger takes effect if the amendment is
approved by the partners of each constituent partnership, in the same
manner as required for approval of the original agreement of merger,
and by each of the constituent other business entities.
(d) The partners of a constituent partnership may in their
discretion, abandon a merger, subject to the contractual rights, if
any, of third parties, including other constituent partnerships and
constituent other business entities, if the abandonment is approved
by the partners of the constituent partnership in the same manner as
required for approval of the original agreement of merger.
(e) An agreement of merger approved in accordance with subdivision
(a) may (1) effect any amendment to the partnership agreement of any
domestic constituent partnership or (2) effect the adoption of a new
partnership agreement for a domestic constituent partnership if it
is the surviving partnership in the merger. Any amendment to a
partnership agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the
effective time or date of the merger.
(f) The surviving partnership or surviving other business entity
shall keep the agreement of merger at the principal place of business
of the surviving entity if the surviving entity is a partnership or
a foreign other business entity, at the office referred to in Section
1500 if the surviving entity is a domestic corporation, at the
office referred to in subdivision (a) of Section 15614 or 15901.14 if
the surviving entity is a domestic limited partnership or at the
office referred to in Section 17057 if the surviving entity is a
domestic limited liability company and, upon the request of a partner
of a constituent partnership or a holder of interests or other
securities of a constituent other business entity, the authorized
person on behalf of the partnership or the surviving other business
entity shall promptly deliver to the partner or the holder of
interests or other securities, at the expense of the surviving
partnership or surviving other business entity, a copy of the
agreement of merger. A waiver by a partner or holder of interests or
other securities of the rights provided in this subdivision shall be
unenforceable.
16912. (a) Unless a future effective date or time is provided in a
certificate of merger if a certificate of merger is required to be
filed under Section 16915 in which event the merger shall be
effective at the future effective date or time:
(1) A merger in which no domestic other business entity is a party
to the merger shall be effective upon the later of any of the
following:
(A) The approval of the agreement of merger by all parties to the
merger as provided in Section 16911.
(B) The filing of all documents required by law to be filed as a
condition to the effectiveness of the merger; or
(C) Any effective date specified in the agreement of merger; and
(2) A merger in which a domestic other business entity is a party
to the merger shall be effective upon the filing of the certificate
of merger in the office of the Secretary of State.
(b) For all mergers in which a certificate of merger is required
to be filed under Section 16915, a copy of the certificate of merger
duly certified by the Secretary of State is conclusive evidence of
the merger of (A) the constituent partnerships (either by themselves
or together with constituent other business entities) into the
surviving other business entity, or (B) the constituent partnerships
or the constituent other business entities, or both, into the
surviving partnership.
16913. (a) The merger of any number of domestic partnerships with
any number of foreign partnerships or foreign other business entities
shall be required to comply with Section 16910.
(b) If the surviving entity is a domestic partnership or a
domestic other business entity, the merger proceedings with respect
to that partnership or other business entity and any domestic
disappearing partnership shall conform to the provisions of this
chapter governing the merger of domestic partnerships, but if the
surviving entity is a foreign partnership or a foreign other business
entity, then, subject to the requirements of subdivision (d), the
merger proceedings may be in accordance with the laws of the state or
place of organization of the surviving partnership or surviving
other business entity.
(c) If the surviving entity is a domestic other business entity or
is a domestic partnership in a merger in which a domestic other
business entity is also a party, the certificate of merger shall be
filed as provided in subdivision (b) of Section 16915, and thereupon,
subject to subdivision (a) of Section 16912, the merger shall be
effective as to each domestic constituent partnership and domestic
constituent other business entity.
(d) If the surviving entity is a foreign partnership or foreign
other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
partnership or surviving other business entity is organized, but
shall be effective as to any domestic disappearing partnership as of
the time of effectiveness in the foreign jurisdiction in accordance
with Section 16912.
16914. (a) When a merger takes effect, all of the following apply:
(1) The separate existence of the disappearing partnerships and
disappearing other business entities ceases and the surviving
partnership or surviving other business entity shall succeed, without
other transfer, act, or deed, to all the rights and property whether
real, personal, or mixed, of each of the disappearing partnerships
and disappearing other business entities and shall be subject to all
the debts and liabilities of each in the same manner as if the
surviving partnership or surviving other business entity had itself
incurred them.
(2) All rights of creditors and all liens upon the property of
each of the constituent partnerships and constituent other business
entities shall be preserved unimpaired and may be enforced against
the surviving partnership or the surviving other business entity to
the same extent as if the debt, liability, or duty that gave rise to
that lien had been incurred or contracted by it, provided that those
liens upon the property of a disappearing partnership or disappearing
other business entity shall be limited to the property affected
thereby immediately prior to the time the merger is effective.
(3) Any action or proceeding pending by or against any
disappearing partnership or disappearing other business entity may be
prosecuted to judgment, which shall bind the surviving partnership
or surviving other business entity, or the surviving partnership or
surviving other business entity may be proceeded against or be
substituted in the disappearing partnership's or the disappearing
other business entity's place.
(b) (1) Unless a certificate of merger has been filed to effect
the merger, the surviving foreign entity shall promptly notify the
Secretary of State of the mailing address of its agent for service of
process and its chief executive office, and of any change of
address. To enforce an obligation of a partnership that has merged
with a foreign partnership or foreign other business entity, the
Secretary of State shall only be the agent for service of process in
an action or proceeding against the surviving foreign partnership or
foreign other business entity, if the agent designated for the
service of process for that entity is a natural person and cannot be
located with due diligence or if the agent is a corporation and no
person to whom delivery may be made can be located with due
diligence, or if no agent has been designated and if no one of the
officers, partners, managers, members, or agents of the entity can be
located after diligent search, and it is so shown by affidavit to
the satisfaction of the court. The court then may make an order that
service be made by personal delivery to the Secretary of State or to
an assistant or deputy Secretary of State of two copies of the
process together with two copies of the order, and the order shall
set forth an address to which the process shall be sent by the
Secretary of State. Service in this manner is deemed complete on the
10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
subdivision (c) of Section 12197 of the Government Code, the
Secretary of State shall give notice to the entity of the service of
the process by forwarding by certified mail, return receipt
requested, a copy of the process and order to the address specified
in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
(c) A partner of the surviving partnership or surviving limited
partnership, a member of the surviving limited liability company, a
shareholder of the surviving corporation, or a holder of equity
securities of the surviving other business entity, is liable for all
of the following:
(1) All obligations of a party to the merger for which that person
was personally liable before the merger.
(2) All other obligations of the surviving entity incurred before
the merger by a party to the merger, but those obligations may be
satisfied only out of property of the entity.
(3) All obligations of the surviving entity incurred after the
merger takes effect, but those obligations may be satisfied only out
of property of the entity if that person is a limited partner, a
shareholder in a corporation, or, unless expressly provided otherwise
in the articles of organization or other constituent documents, a
member of a limited liability company or a holder of equity
securities in a surviving other business entity.
(d) If the obligations incurred before the merger by a party to
the merger are not satisfied out of the property of the surviving
partnership or surviving other business entity, the general partners
of that party immediately before the effective date of the merger, to
the extent that party was a partnership or a limited partnership,
shall contribute the amount necessary to satisfy that party's
obligations to the surviving entity in the manner provided in Section
16807 or in the limited partnership act of the jurisdiction in which
the party was formed, as the case may be, as if the merged party
were dissolved.
(e) A partner of a domestic disappearing partnership who does not
vote in favor of the merger and does not agree to become a partner,
member, shareholder, or holder of interest or equity securities of
the surviving partnership or surviving other business entity shall
have the right to dissociate from the partnership as of the date the
merger takes effect. Within 10 days after the approval of the merger
by the partners as required under this article, each domestic
disappearing partnership shall send notice of the approval of the
merger to each partner that has not approved the merger, accompanied
by a copy of Section 16701 and a brief description of the procedure
to be followed under that section if the partner wishes to dissociate
from the partnership. A partner that desires to dissociate from a
disappearing partnership shall send written notice of that
dissociation within 30 days after the date of the notice of the
approval of the merger. The disappearing partnership shall cause the
partner's interest in the entity to be purchased under Section 16701.
The surviving entity is bound under Section 16702 by an act of a
general partner dissociated under this subdivision, and the partner
is liable under Section 16703 for transactions entered into by the
surviving entity after the merger takes effect. The dissociation of a
partner in connection with a merger pursuant to the terms of this
subdivision shall not be deemed a wrongful dissociation under Section
16602.
16915. (a) In a merger involving a domestic partnership, in which
another partnership or a foreign other business entity is a party,
but in which no other domestic other business entity is a party, the
surviving partnership or surviving foreign other business entity may
file with the Secretary of State a statement that one or more
partnerships have merged into the surviving partnership or surviving
foreign other business entity, or that one or more partnerships or
foreign other business entities have merged into the surviving
domestic partnership. A statement of merger shall contain the
following:
(1) The name of each partnership or foreign other business entity
that is a party to the merger.
(2) The name of the surviving entity into which the other
partnerships or foreign other business entities were merged.
(3) The street address of the surviving entity's chief executive
office and of an office in this state, if any.
(4) Whether the surviving entity is a partnership or a foreign
other business entity, specifying the type of the entity.
(b) In a merger involving a domestic partnership in which a
domestic other business entity is also a party, after approval of the
merger by the constituent partnerships and any constituent other
business entities, the constituent partnerships and constituent other
business entities shall file a certificate of merger in the office
of, and on a form prescribed by, the Secretary of State, but if the
surviving entity is a domestic corporation or a foreign corporation
in a merger in which a domestic corporation is a constituent party,
the surviving corporation shall file in the office of the Secretary
of State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113. The
certificate of merger shall be executed and acknowledged by each
domestic constituent partnership by two partners (unless a lesser
number is provided in the partnership agreement) and by each foreign
constituent partnership by one or more partners, and by each
constituent other business entity by those persons required to
execute the certificate of merger by the laws under which the
constituent other business entity is organized. The certificate of
merger shall set forth all of the following:
(1) The names and the Secretary of State's file numbers, if any,
of each of the constituent partnerships and constituent other
business entities, separately identifying the disappearing
partnerships and disappearing other business entities and the
surviving partnership or surviving other business entity.
(2) If a vote of the partners was required under Section 16911, a
statement that the principal terms of the agreement of merger were
approved by a vote of the partners, which equaled or exceeded the
vote required.
(3) If the surviving entity is a domestic partnership and not an
other business entity, any change to the information set forth in any
filed statement of partnership authority of the surviving
partnership resulting from the merger, including any change in the
name of the surviving partnership resulting from the merger. The
filing of a certificate of merger setting forth any changes to any
filed statement of partnership authority of the surviving partnership
shall have the effect of the filing of a certificate of amendment of
the statement of partnership authority by the surviving partnership,
and the surviving partnership need not file a certificate of
amendment under Section 16015 to reflect those changes.
(4) The future effective date or time (which shall be a date or
time certain not more than 90 days subsequent to the date of filing)
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of
State.
(5) If the surviving entity is an other business entity or a
foreign partnership, the full name, type of entity, legal
jurisdiction in which the entity was organized and by whose laws its
internal affairs are governed, and the address of the principal place
of business of the entity.
(6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized.
(c) A statement of merger or a certificate of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a cancellation for each disappearing partnership of any
statement of partnership authority filed by it.
16915.5. (a) Upon merger pursuant to this article, a surviving
domestic or foreign partnership or other business entity shall be
deemed to have assumed the liability of each disappearing domestic or
foreign partnership or other business entity that is taxed under
Part 10 (commencing with Section 17001) of, or under Part 11
(commencing with Section 23001) of, Division 2 of the Revenue and
Taxation Code for the following:
(1) To prepare and file, or to cause to be prepared and filed, tax
and information returns otherwise required of that disappearing
entity as specified in Chapter 2 (commencing with Section 18501) of
Part 10.2 of Division 2 of the Revenue and Taxation Code.
(2) To pay any tax liability determined to be due.
(b) If the surviving entity is a domestic limited liability
company, domestic corporation, or registered limited liability
partnership or a foreign limited liability company, foreign limited
liability partnership, or foreign corporation that is registered or
qualified to do business in California, the Secretary of State shall
notify the Franchise Tax Board of the merger.
16916. (a) Whenever a domestic or foreign partnership or other
business entity having any real property in this state merges with
another partnership or other business entity pursuant to the laws of
this state or of the state or place in which any constituent
partnership or constituent other business entity was organized, and
the laws of the state or place of organization (including this state)
of any disappearing partnership or disappearing other business
entity provide substantially that the making and filing of a
statement of merger, agreement of merger or certificate of merger
vests in the surviving partnership or surviving other business entity
all the real property of any disappearing partnership and
disappearing other business entity, the filing for record in the
office of the county record of any county in this state in which any
of the real property of the disappearing partnership or disappearing
other business entity is located of either (1) a certificate of
merger or agreement of merger certified by the Secretary of State, or
other certificate prescribed by the Secretary of State, or (2) a
copy of the statement of merger, agreement of merger or certificate
of merger, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the merger is effected, shall evidence record ownership in the
surviving partnership or surviving other business entity of all
interest of that disappearing partnership or disappearing other
business entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded statement of merger,
executed and declared to be accurate pursuant to subdivision (c) of
Section 16105, stating the name of a partnership or other business
entity that is a party to the merger in whose name property was held
before the merger and the name of the surviving entity, but not
containing all of the other information required by Section 16915,
operates with respect to the partnerships or other business entities
named to the extent provided in subdivision (a).
(c) Recording of the certificate of merger in accordance with
subdivision (a) shall create, in favor of bona fide purchasers or
encumbrancers for value, a conclusive presumption that the merger was
validly completed.
16917. This article is not exclusive. Partnerships, other than
limited liability partnerships, may be converted or merged in any
other manner provided by law.
16901. In this article, the following terms have the following
meanings:
(1) "Constituent other business entity" means any other business
entity that is merged with or into one or more partnerships and
includes a surviving other business entity.
(2) "Constituent partnership" means a partnership that is merged
with or into one or more other partnerships or other business
entities and includes a surviving partnership.
(3) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(4) "Disappearing partnership" means a constituent partnership
that is not the surviving partnership.
(5) "Domestic" means organized under the laws of this state when
used in relation to any partnership, other business entity, or person
(other than an individual).
(6) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(7) "Foreign partnership" means a partnership formed under the
laws of any state other than this state or under the laws of a
foreign country.
(8) "General partner" means a partner in a partnership and a
general partner in a limited partnership.
(9) "Limited liability company" means a limited liability company
created under Title 2.5 (commencing with Section 17000), or
comparable law of another jurisdiction.
(10) "Limited partner" means a limited partner in a limited
partnership.
(11) "Limited partnership" means a limited partnership created
under Chapter 3 (commencing with Section 15611) or Chapter 5.5
(commencing with Section 15900), predecessor law, or comparable law
of another jurisdiction.
(12) "Other business entity" means a limited partnership, limited
liability company, corporation, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a partnership.
(13) "Partner" includes both a general partner and a limited
partner.
(14) "Surviving other business entity" means an other business
entity into which one or more partnerships are merged.
(15) "Surviving partnership" means a partnership into which one or
more other partnerships or other business entities are merged.
16902. (a) A partnership, other than a registered limited liability
partnership, may be converted into a domestic other business entity
or a foreign other business entity pursuant to this article if, (1)
pursuant to a conversion into a domestic or foreign limited
partnership or limited liability company, each of the partners of the
converting partnership would receive a percentage interest in the
profits and capital of the converted other business entity equal to
the partner's percentage interest in profits and capital of the
converting partnership as of the effective time of the conversion,
and (2) pursuant to a conversion into an other business entity or
foreign other business entity not specified in clause (1) above, each
of the partnership interests of the same class is treated equally
with respect to any distribution of cash, property, rights,
interests, or securities of the converted other business entity
unless all partners of the same class consent.
(b) Notwithstanding this section, the conversion of a partnership
to a domestic or foreign other business entity may be effected only
if: (1) the law under which that domestic or foreign other business
entity will exist expressly permits the formation of that other
entity pursuant to a conversion; and (2) the partnership complies
with any and all other requirements of that other law that applies to
conversion of the other business entity.
16903. (a) A partnership that desires to convert to a domestic or
foreign other business entity shall approve a plan of conversion. The
plan of conversion shall state the following:
(1) The terms and conditions of the conversion.
(2) The place of the organization of the converted entity and of
the converting partnership and the name of the converted entity after
conversion, if different from that of the converting partnership.
(3) The manner of converting the partnership interests of each of
the partners into shares of, securities of, or interests in the
converted entity.
(4) The provisions of the governing documents for the converted
entity, including the limited partnership agreement, limited
liability company articles of organization and operating agreement,
or articles or certificate of incorporation if the converted entity
is a corporation, to which the holders of interest in the converted
entity are to be bound.
(5) Any other details or provisions as are required by laws under
which the converted entity is organized.
(6) Any other details or provisions that are desired.
(b) The plan of conversion shall be approved by that number or
percentage of partners required by the partnership agreement to
approve a conversion of the partnership as set forth in the
partnership agreement. If the partnership agreement fails to specify
the required partner approval for a conversion of the partnership,
the plan of conversion shall be approved by that number or percentage
of partners required by the partnership agreement to approve an
amendment to the partnership agreement unless the conversion effects
a change for which the partnership agreement requires a greater
number or percentage of partners than that required to amend the
partnership agreement, in which case the plan of conversion shall be
approved by that greater number or percentage. If the partnership
agreement fails to specify the vote required to amend the partnership
agreement, the plan of conversion shall be approved by all partners.
(c) If the partnership is converting into a limited partnership,
in addition to the approval of the partners as set forth in
subdivision (b), the plan of conversion shall be approved by all
partners who will become general partners of the converted limited
partnership pursuant to the plan of conversion.
(d) All partners of the converting partnership except those that
dissociate upon effectiveness of the conversion pursuant to
subdivision (e) of Section 16909 shall be deemed parties to any
partnership or operating agreement, articles or certificate of
incorporation, or organic document for the converted entity adopted
as part of the plan of conversion, regardless of whether that partner
has executed the plan of conversion or the operating agreement,
articles or certificate of incorporation, partnership agreement, or
other organic document for the converted entity. Any adoption of a
new partnership or operating agreement, articles or certificate of
incorporation, or other organic document made pursuant to the
foregoing sentence shall be effective at the effective time or date
of the conversion.
(e) Notwithstanding its prior approval, a plan of conversion may
be amended before the conversion takes effect if the amendment is
approved by the partnership in the same manner, and by the same
number or percentage of partners, as was required for approval of the
original plan of conversion.
(f) The partners of a converting partnership may, at any time
before the conversion is effective, in their discretion, abandon a
conversion, without further approval by the partners, in the same
manner, and by the same number or percentage of partners, as was
required for approval of the original plan of conversion at any time
before the conversion is effective, subject to the contractual rights
of third parties.
(g) The converted entity shall keep the plan of conversion at: (1)
the principal place of business of the converted entity, if the
converted entity is a foreign other business entity or a corporation;
or (2) the office at which records are to be kept under Section
15614 or 15901.14 if the converted entity is a domestic limited
partnership, or at the office at which records are to be kept under
Section 17057 if the converted entity is a domestic limited liability
company. Upon the request of a partner of a converting partnership,
the authorized person on behalf of the converted entity shall
promptly deliver to the partner or the holder of interests or other
securities, at the expense of the converted entity, a copy of the
plan of conversion. A waiver by a partner of the rights provided in
this subdivision shall be unenforceable.
16904. (a) A conversion into a domestic other business entity shall
become effective upon the earliest date that all of the following
shall have occurred:
(1) The approval of the plan of conversion by the partners of the
converting partnership as provided in Section 16903.
(2) The filing of all documents required by law to create the
converted other business entity, which documents shall also contain a
statement of conversion, if required under Section 16906.
(3) The effective date, if set forth in the plan of conversion,
shall have occurred.
(b) A copy of the certificate of limited partnership, articles of
organization, or articles of incorporation, complying with Section
16906, if applicable, duly certified by the Secretary of State, is
conclusive evidence of the conversion of the partnership.
16905. (a) The conversion of a partnership into a foreign other
business entity shall comply with Section 16902.
(b) If the partnership is converting into a foreign other business
entity, then the conversion proceedings shall be in accordance with
the laws of the state or place of organization of the foreign other
business entity and the conversion shall become effective in
accordance with that law.
(c) (1) Unless a statement of conversion has been filed to effect
the conversion, the converted foreign other business entity shall
promptly notify the Secretary of State of the mailing address of its
agent for service of process, its chief executive office, and of any
change of address. To enforce an obligation of a partnership that has
converted to a foreign other business entity, the Secretary of State
shall only be the agent for service of process in an action or
proceeding against the converted foreign other business entity, if
the agent designated for the service of process for that entity is a
natural person and cannot be found with due diligence or if the agent
is a corporation and no person, to whom delivery may be made, may be
located with due diligence, or if no agent has been designated and
if no one of the officers, partners, managers, members, or agents of
that entity may be located after diligent search, and it is so shown
by affidavit to the satisfaction of the court. The court then may
make an order that service be made by personal delivery to the
Secretary of State or to an assistant or deputy Secretary of State of
two copies of the process together with two copies of the order, and
the order shall set forth an address to which the process shall be
sent by the Secretary of State. Service in this manner is deemed
complete on the 10th day after delivery of the process to the
Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
Section 12197 of the Government Code, the Secretary of State shall
provide notice to the entity of the service of the process by
forwarding by certified mail, return receipt requested, a copy of the
process and order to the address specified in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
providing of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
16906. (a) If the converting partnership has filed a statement of
partnership authority under Section 16303 that is effective at the
time of the conversion, then upon conversion to a domestic limited
partnership, limited liability company, or corporation, the
certificate of limited partnership, articles of organization, or
articles of incorporation filed by the converted entity, as
applicable, shall contain a statement of conversion, in that form as
may be prescribed by the Secretary of State. If the converting
partnership has not filed a statement of partnership authority under
Section 16303 that is effective at the time of the conversion, upon
conversion to a domestic limited partnership, limited liability
company, or corporation, the converted entity may, but is not
required to file, on its certificate of limited partnership, articles
of organization, or articles of incorporation, a statement of
conversion. A statement of conversion shall set forth all of the
following:
(1) The name and the Secretary of State's file number, if any, of
the converting partnership.
(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, which equaled or exceeded
the vote required under Section 16903.
(b) A partnership converting to a foreign other business entity
that has filed a statement of partnership authority under Section
16303 that is effective at the time of conversion may file a
certificate of conversion with the Secretary of State. The
certificate of conversion shall contain the following:
(1) The names of the converting partnership and the converted
entity.
(2) The street address of the converted entity's chief executive
office and of an office in this state, if any.
(3) The form of organization of the converted entity.
(c) The filing with the Secretary of State of a certificate of
limited partnership, articles of organization, or articles of
incorporation containing a statement of conversion as set forth in
subdivision (a) or a certificate of conversion filed pursuant to
subdivision (b) shall have the effect of the filing of a cancellation
by the converting partnership of any statement of partnership
authority filed by it.
16907. (a) Whenever a partnership or other business entity having
any real property in this state converts into a partnership or an
other business entity pursuant to the laws of this state or of the
state or place in which the other business entity was organized, and
the laws of the state or place of organization (including this state)
of the converting partnership or other business entity provide
substantially that the conversion of a converting entity vests in the
converted partnership or other business entity all the real property
of the converting partnership or converting other business entity,
the filing for record in the office of the county recorder of any
county in this state in which any of the real property of the
converting partnership or converting other business entity is located
of either (1) a certificate of conversion or a certificate of
limited partnership, articles of organization, or articles of
incorporation, complying with Section 16906, in the form prescribed
by the Secretary of State, certified by the Secretary of State, or
(2) a copy of a certificate of conversion or a certificate of limited
partnership, articles of organization, articles or certificate of
incorporation, or other certificate evidencing the creation of a
foreign other business entity by conversion, containing a statement
of conversion, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the conversion is effected, shall evidence record ownership in the
converted partnership or converted other business entity of all
interest of the converting partnership or converting other business
entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded certificate of
conversion, certificate of limited partnership, articles of
organization, articles or certificate of incorporation, or other
certificate evidencing the creation of an other business entity by
conversion, containing a statement of conversion, executed and
declared to be accurate pursuant to subdivision (c) of Section 16105,
stating the name of the converting partnership or converting other
business entity in whose name property was held before the conversion
and the name of the converted entity, but not containing all of the
other information required by Section 16906, operates with respect to
the entities named to the extent provided in subdivision (a).
(c) Recording of a certificate of conversion, a certificate of
limited partnership, articles of organization, articles or
certificate of incorporation, or other certificate evidencing the
creation of another business entity by conversion, containing a
statement of conversion, in accordance with Section 16902 shall
create, in favor of bona fide purchasers or encumbrancers for value,
a conclusive presumption that the conversion was validly completed.
16908. (a) A domestic limited partnership, limited liability
company, or corporation, or a foreign other business entity may be
converted to a domestic partnership pursuant to this article, but
only if the converting entity is authorized by the laws under which
it is organized to effect the conversion.
(b) An entity that desires to convert into a domestic partnership
shall approve a plan of conversion or the instrument that is required
to be approved to effect the conversion pursuant to the laws under
which the entity is organized.
(c) The conversion of a domestic limited partnership, limited
liability company, or corporation, or foreign other business entity
shall be approved by the number or percentage of the partners,
members, shareholders, or holders of interest of the converting
entity as is required by the law under which the entity is organized,
or a greater or lesser percentage (subject to applicable laws) as
set forth in the limited partnership agreement, articles of
organization, operating agreement, or articles or certificate of
organization, or other governing document for the converting entity.
(d) The conversion by a domestic limited partnership, limited
liability company, or corporation, or a foreign other business entity
into a partnership shall be effective under this article at the time
that the conversion is effective under the laws under which the
converting entity is organized.
(e) The filing with the Secretary of State of a certificate of
conversion or a statement of partnership authority containing a
statement of conversion pursuant to subdivision (a) shall have the
effect of the filing of a certificate of cancellation by the
converting foreign limited partnership or foreign limited liability
company, and no converting foreign limited partnership or foreign
limited liability company that has made the filing is required to
file a certificate of cancellation under Section 15696, 15909.07, or
17455 as a result of that conversion. If a converting other business
entity is a foreign corporation qualified to transact business in
this state, the foreign corporation shall, by virtue of the filing,
automatically surrender its right to transact intrastate business.
16909. (a) An entity that converts into another entity pursuant to
this article is for all purposes the same entity that existed before
the conversion.
(b) When a conversion takes effect, all of the following apply:
(1) All the rights and property, whether real, personal, or mixed,
of the converting entity remains vested in the converted entity.
(2) All debts, liabilities, and obligations of the converting
entity continue as debts, liabilities, and obligations of the
converted entity.
(3) All rights of creditors and liens upon the property of the
converting entity shall be preserved unimpaired and remain
enforceable against the converted entity to the same extent as
against the converting entity as if the conversion had not occurred.
(4) Any action or proceeding pending by or against the converting
entity may be continued against the converted entity as if the
conversion had not occurred.
(c) A partner of a converting partnership is liable for:
(1) All obligations of the converting partnership for which the
partner was personally liable before the conversion.
(2) All obligations of the converted entity incurred after the
conversion takes effect, but those obligations may be satisfied only
out of property of the entity if (A) the converted other business
entity is a limited partnership and the partner becomes a limited
partner, (B) the converted other business entity is a limited
liability company and the partner becomes a member, unless the
articles of organization or the operating agreement of the limited
liability company provide otherwise, or (C) the converted other
business entity is a corporation and the partner becomes a
shareholder.
(d) A partner of a partnership that converted from an other
business entity is liable for any and all obligations of the
converting other business entity for which the partner was personally
liable before the conversion, but only to the extent the partner was
liable for the obligation of the converting entity prior to the
conversion.
(e) A partner of a converting partnership, who does not vote in
favor of the conversion and does not agree to become a partner,
member, shareholder, or holder of interest of the converted other
business entity shall have the right to dissociate from the
partnership, as of the date the conversion takes effect. Within 10
days after the approval of the conversion by the partners as required
under this article, the converting partnership shall send notice of
the approval of the conversion to each partner that has not approved
the conversion, accompanied by copies of Section 16701 and a brief
description of the procedure to be followed under that section if the
partner wishes to dissociate from the partnership. A partner that
desires to dissociate from the converting partnership shall send
written notice of that dissociation within 30 days after the date of
the notice of the approval of the conversion. The converting
partnership shall cause the partner's interest in the entity to be
purchased under Section 16701. The converting partnership is bound
under Section 16702 by an act of a general partner dissociated under
this subdivision, and the partner is liable under Section 16703 for
transactions entered into by the converted entity after the
conversion takes effect. The dissociation of a partner in connection
with a conversion pursuant to the terms of this subdivision shall not
be deemed to be a wrongful dissociation under Section 16602.
16910. (a) The following entities may be merged pursuant to this
article:
(1) Two or more partnerships into one partnership.
(2) One or more partnerships and one or more other business
entities into one of those other business entities.
(3) One or more partnerships, other than a limited liability
partnership, and one or more other business entities into one
partnership.
(b) Notwithstanding subdivision (a), the merger of any number of
partnerships with any number of other business entities may be
effected only if the other business entities that are organized in
California are authorized by the laws under which they are organized
to effect the merger, and (1) if a domestic partnership is the
surviving partnership, the foreign other business entities are not
prohibited by the laws under which they are organized from effecting
that merger and (2) if a foreign partnership or foreign other
business entity is the survivor of the merger, the laws of the
jurisdiction under which the survivor is organized authorize that
merger.
16911. (a) Each partnership and other business entity which desires
to merge shall approve an agreement of merger. The agreement of
merger shall be approved by the number or percentage of partners
specified for merger in the partnership agreement of the constituent
partnership. If the partnership agreement fails to specify the
required partner approval for merger of the constituent partnership,
then the agreement of merger shall be approved by that number or
percentage of partners specified by the partnership agreement to
approve an amendment to the partnership agreement. However, if the
merger effects a change for which the partnership agreement requires
a greater number or percentage of partners than that required to
amend the partnership agreement, then the merger shall be approved by
that greater number or percentage. If the partnership agreement
contains no provision specifying the vote required to amend the
partnership agreement, then the agreement of merger must be approved
by all the partners. The agreement of merger shall be approved on
behalf of each constituent other business entity by those persons
required to approve the merger by the laws under which it is
organized. Other persons may be parties to the agreement of merger.
The agreement of merger shall state all of the following:
(1) The terms and conditions of the merger.
(2) The name and place of organization of the surviving
partnership or surviving other business entity, and of each
disappearing partnership and disappearing other business entity, and
the agreement of merger may change the name of the surviving
partnership, which new name may be the same as, or similar to, the
name of a disappearing partnership.
(3) The manner of converting the partnership interests of each of
the constituent partnerships into interests or other securities of
the surviving partnership or surviving other business entity, and if
partnership interests of any of the constituent partnerships are not
to be converted solely into interest or other securities of the
surviving partnership or surviving other business entity, the cash,
property, rights, interests, or securities which the holders of the
partnership interest are to receive in exchange for the partnership
interests, which cash, property, rights, interests, or securities may
be in addition to or in lieu of interests or other securities of the
surviving partnership or surviving other business entity, or that
the partnership interests are canceled without consideration.
(4) Any other details or provisions as are required by the laws
under which any constituent other business entity is organized.
(5) Any other details or provisions that are desired, including,
without limitation, a provision for the treatment of fractional
partnership interests.
(b) If the partnership is merging into a limited partnership, then
in addition to the approval of the partners as set forth under
subdivision (a), the agreement of merger must be approved by all
partners who will become general partners of the surviving limited
partnership upon the effectiveness of the merger.
(c) Notwithstanding its prior approval, an agreement of merger may
be amended before the merger takes effect if the amendment is
approved by the partners of each constituent partnership, in the same
manner as required for approval of the original agreement of merger,
and by each of the constituent other business entities.
(d) The partners of a constituent partnership may in their
discretion, abandon a merger, subject to the contractual rights, if
any, of third parties, including other constituent partnerships and
constituent other business entities, if the abandonment is approved
by the partners of the constituent partnership in the same manner as
required for approval of the original agreement of merger.
(e) An agreement of merger approved in accordance with subdivision
(a) may (1) effect any amendment to the partnership agreement of any
domestic constituent partnership or (2) effect the adoption of a new
partnership agreement for a domestic constituent partnership if it
is the surviving partnership in the merger. Any amendment to a
partnership agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the
effective time or date of the merger.
(f) The surviving partnership or surviving other business entity
shall keep the agreement of merger at the principal place of business
of the surviving entity if the surviving entity is a partnership or
a foreign other business entity, at the office referred to in Section
1500 if the surviving entity is a domestic corporation, at the
office referred to in subdivision (a) of Section 15614 or 15901.14 if
the surviving entity is a domestic limited partnership or at the
office referred to in Section 17057 if the surviving entity is a
domestic limited liability company and, upon the request of a partner
of a constituent partnership or a holder of interests or other
securities of a constituent other business entity, the authorized
person on behalf of the partnership or the surviving other business
entity shall promptly deliver to the partner or the holder of
interests or other securities, at the expense of the surviving
partnership or surviving other business entity, a copy of the
agreement of merger. A waiver by a partner or holder of interests or
other securities of the rights provided in this subdivision shall be
unenforceable.
16912. (a) Unless a future effective date or time is provided in a
certificate of merger if a certificate of merger is required to be
filed under Section 16915 in which event the merger shall be
effective at the future effective date or time:
(1) A merger in which no domestic other business entity is a party
to the merger shall be effective upon the later of any of the
following:
(A) The approval of the agreement of merger by all parties to the
merger as provided in Section 16911.
(B) The filing of all documents required by law to be filed as a
condition to the effectiveness of the merger; or
(C) Any effective date specified in the agreement of merger; and
(2) A merger in which a domestic other business entity is a party
to the merger shall be effective upon the filing of the certificate
of merger in the office of the Secretary of State.
(b) For all mergers in which a certificate of merger is required
to be filed under Section 16915, a copy of the certificate of merger
duly certified by the Secretary of State is conclusive evidence of
the merger of (A) the constituent partnerships (either by themselves
or together with constituent other business entities) into the
surviving other business entity, or (B) the constituent partnerships
or the constituent other business entities, or both, into the
surviving partnership.
16913. (a) The merger of any number of domestic partnerships with
any number of foreign partnerships or foreign other business entities
shall be required to comply with Section 16910.
(b) If the surviving entity is a domestic partnership or a
domestic other business entity, the merger proceedings with respect
to that partnership or other business entity and any domestic
disappearing partnership shall conform to the provisions of this
chapter governing the merger of domestic partnerships, but if the
surviving entity is a foreign partnership or a foreign other business
entity, then, subject to the requirements of subdivision (d), the
merger proceedings may be in accordance with the laws of the state or
place of organization of the surviving partnership or surviving
other business entity.
(c) If the surviving entity is a domestic other business entity or
is a domestic partnership in a merger in which a domestic other
business entity is also a party, the certificate of merger shall be
filed as provided in subdivision (b) of Section 16915, and thereupon,
subject to subdivision (a) of Section 16912, the merger shall be
effective as to each domestic constituent partnership and domestic
constituent other business entity.
(d) If the surviving entity is a foreign partnership or foreign
other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
partnership or surviving other business entity is organized, but
shall be effective as to any domestic disappearing partnership as of
the time of effectiveness in the foreign jurisdiction in accordance
with Section 16912.
16914. (a) When a merger takes effect, all of the following apply:
(1) The separate existence of the disappearing partnerships and
disappearing other business entities ceases and the surviving
partnership or surviving other business entity shall succeed, without
other transfer, act, or deed, to all the rights and property whether
real, personal, or mixed, of each of the disappearing partnerships
and disappearing other business entities and shall be subject to all
the debts and liabilities of each in the same manner as if the
surviving partnership or surviving other business entity had itself
incurred them.
(2) All rights of creditors and all liens upon the property of
each of the constituent partnerships and constituent other business
entities shall be preserved unimpaired and may be enforced against
the surviving partnership or the surviving other business entity to
the same extent as if the debt, liability, or duty that gave rise to
that lien had been incurred or contracted by it, provided that those
liens upon the property of a disappearing partnership or disappearing
other business entity shall be limited to the property affected
thereby immediately prior to the time the merger is effective.
(3) Any action or proceeding pending by or against any
disappearing partnership or disappearing other business entity may be
prosecuted to judgment, which shall bind the surviving partnership
or surviving other business entity, or the surviving partnership or
surviving other business entity may be proceeded against or be
substituted in the disappearing partnership's or the disappearing
other business entity's place.
(b) (1) Unless a certificate of merger has been filed to effect
the merger, the surviving foreign entity shall promptly notify the
Secretary of State of the mailing address of its agent for service of
process and its chief executive office, and of any change of
address. To enforce an obligation of a partnership that has merged
with a foreign partnership or foreign other business entity, the
Secretary of State shall only be the agent for service of process in
an action or proceeding against the surviving foreign partnership or
foreign other business entity, if the agent designated for the
service of process for that entity is a natural person and cannot be
located with due diligence or if the agent is a corporation and no
person to whom delivery may be made can be located with due
diligence, or if no agent has been designated and if no one of the
officers, partners, managers, members, or agents of the entity can be
located after diligent search, and it is so shown by affidavit to
the satisfaction of the court. The court then may make an order that
service be made by personal delivery to the Secretary of State or to
an assistant or deputy Secretary of State of two copies of the
process together with two copies of the order, and the order shall
set forth an address to which the process shall be sent by the
Secretary of State. Service in this manner is deemed complete on the
10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
subdivision (c) of Section 12197 of the Government Code, the
Secretary of State shall give notice to the entity of the service of
the process by forwarding by certified mail, return receipt
requested, a copy of the process and order to the address specified
in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
(c) A partner of the surviving partnership or surviving limited
partnership, a member of the surviving limited liability company, a
shareholder of the surviving corporation, or a holder of equity
securities of the surviving other business entity, is liable for all
of the following:
(1) All obligations of a party to the merger for which that person
was personally liable before the merger.
(2) All other obligations of the surviving entity incurred before
the merger by a party to the merger, but those obligations may be
satisfied only out of property of the entity.
(3) All obligations of the surviving entity incurred after the
merger takes effect, but those obligations may be satisfied only out
of property of the entity if that person is a limited partner, a
shareholder in a corporation, or, unless expressly provided otherwise
in the articles of organization or other constituent documents, a
member of a limited liability company or a holder of equity
securities in a surviving other business entity.
(d) If the obligations incurred before the merger by a party to
the merger are not satisfied out of the property of the surviving
partnership or surviving other business entity, the general partners
of that party immediately before the effective date of the merger, to
the extent that party was a partnership or a limited partnership,
shall contribute the amount necessary to satisfy that party's
obligations to the surviving entity in the manner provided in Section
16807 or in the limited partnership act of the jurisdiction in which
the party was formed, as the case may be, as if the merged party
were dissolved.
(e) A partner of a domestic disappearing partnership who does not
vote in favor of the merger and does not agree to become a partner,
member, shareholder, or holder of interest or equity securities of
the surviving partnership or surviving other business entity shall
have the right to dissociate from the partnership as of the date the
merger takes effect. Within 10 days after the approval of the merger
by the partners as required under this article, each domestic
disappearing partnership shall send notice of the approval of the
merger to each partner that has not approved the merger, accompanied
by a copy of Section 16701 and a brief description of the procedure
to be followed under that section if the partner wishes to dissociate
from the partnership. A partner that desires to dissociate from a
disappearing partnership shall send written notice of that
dissociation within 30 days after the date of the notice of the
approval of the merger. The disappearing partnership shall cause the
partner's interest in the entity to be purchased under Section 16701.
The surviving entity is bound under Section 16702 by an act of a
general partner dissociated under this subdivision, and the partner
is liable under Section 16703 for transactions entered into by the
surviving entity after the merger takes effect. The dissociation of a
partner in connection with a merger pursuant to the terms of this
subdivision shall not be deemed a wrongful dissociation under Section
16602.
16915. (a) In a merger involving a domestic partnership, in which
another partnership or a foreign other business entity is a party,
but in which no other domestic other business entity is a party, the
surviving partnership or surviving foreign other business entity may
file with the Secretary of State a statement that one or more
partnerships have merged into the surviving partnership or surviving
foreign other business entity, or that one or more partnerships or
foreign other business entities have merged into the surviving
domestic partnership. A statement of merger shall contain the
following:
(1) The name of each partnership or foreign other business entity
that is a party to the merger.
(2) The name of the surviving entity into which the other
partnerships or foreign other business entities were merged.
(3) The street address of the surviving entity's chief executive
office and of an office in this state, if any.
(4) Whether the surviving entity is a partnership or a foreign
other business entity, specifying the type of the entity.
(b) In a merger involving a domestic partnership in which a
domestic other business entity is also a party, after approval of the
merger by the constituent partnerships and any constituent other
business entities, the constituent partnerships and constituent other
business entities shall file a certificate of merger in the office
of, and on a form prescribed by, the Secretary of State, but if the
surviving entity is a domestic corporation or a foreign corporation
in a merger in which a domestic corporation is a constituent party,
the surviving corporation shall file in the office of the Secretary
of State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113. The
certificate of merger shall be executed and acknowledged by each
domestic constituent partnership by two partners (unless a lesser
number is provided in the partnership agreement) and by each foreign
constituent partnership by one or more partners, and by each
constituent other business entity by those persons required to
execute the certificate of merger by the laws under which the
constituent other business entity is organized. The certificate of
merger shall set forth all of the following:
(1) The names and the Secretary of State's file numbers, if any,
of each of the constituent partnerships and constituent other
business entities, separately identifying the disappearing
partnerships and disappearing other business entities and the
surviving partnership or surviving other business entity.
(2) If a vote of the partners was required under Section 16911, a
statement that the principal terms of the agreement of merger were
approved by a vote of the partners, which equaled or exceeded the
vote required.
(3) If the surviving entity is a domestic partnership and not an
other business entity, any change to the information set forth in any
filed statement of partnership authority of the surviving
partnership resulting from the merger, including any change in the
name of the surviving partnership resulting from the merger. The
filing of a certificate of merger setting forth any changes to any
filed statement of partnership authority of the surviving partnership
shall have the effect of the filing of a certificate of amendment of
the statement of partnership authority by the surviving partnership,
and the surviving partnership need not file a certificate of
amendment under Section 16015 to reflect those changes.
(4) The future effective date or time (which shall be a date or
time certain not more than 90 days subsequent to the date of filing)
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of
State.
(5) If the surviving entity is an other business entity or a
foreign partnership, the full name, type of entity, legal
jurisdiction in which the entity was organized and by whose laws its
internal affairs are governed, and the address of the principal place
of business of the entity.
(6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized.
(c) A statement of merger or a certificate of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a cancellation for each disappearing partnership of any
statement of partnership authority filed by it.
16915.5. (a) Upon merger pursuant to this article, a surviving
domestic or foreign partnership or other business entity shall be
deemed to have assumed the liability of each disappearing domestic or
foreign partnership or other business entity that is taxed under
Part 10 (commencing with Section 17001) of, or under Part 11
(commencing with Section 23001) of, Division 2 of the Revenue and
Taxation Code for the following:
(1) To prepare and file, or to cause to be prepared and filed, tax
and information returns otherwise required of that disappearing
entity as specified in Chapter 2 (commencing with Section 18501) of
Part 10.2 of Division 2 of the Revenue and Taxation Code.
(2) To pay any tax liability determined to be due.
(b) If the surviving entity is a domestic limited liability
company, domestic corporation, or registered limited liability
partnership or a foreign limited liability company, foreign limited
liability partnership, or foreign corporation that is registered or
qualified to do business in California, the Secretary of State shall
notify the Franchise Tax Board of the merger.
16916. (a) Whenever a domestic or foreign partnership or other
business entity having any real property in this state merges with
another partnership or other business entity pursuant to the laws of
this state or of the state or place in which any constituent
partnership or constituent other business entity was organized, and
the laws of the state or place of organization (including this state)
of any disappearing partnership or disappearing other business
entity provide substantially that the making and filing of a
statement of merger, agreement of merger or certificate of merger
vests in the surviving partnership or surviving other business entity
all the real property of any disappearing partnership and
disappearing other business entity, the filing for record in the
office of the county record of any county in this state in which any
of the real property of the disappearing partnership or disappearing
other business entity is located of either (1) a certificate of
merger or agreement of merger certified by the Secretary of State, or
other certificate prescribed by the Secretary of State, or (2) a
copy of the statement of merger, agreement of merger or certificate
of merger, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the merger is effected, shall evidence record ownership in the
surviving partnership or surviving other business entity of all
interest of that disappearing partnership or disappearing other
business entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded statement of merger,
executed and declared to be accurate pursuant to subdivision (c) of
Section 16105, stating the name of a partnership or other business
entity that is a party to the merger in whose name property was held
before the merger and the name of the surviving entity, but not
containing all of the other information required by Section 16915,
operates with respect to the partnerships or other business entities
named to the extent provided in subdivision (a).
(c) Recording of the certificate of merger in accordance with
subdivision (a) shall create, in favor of bona fide purchasers or
encumbrancers for value, a conclusive presumption that the merger was
validly completed.
16917. This article is not exclusive. Partnerships, other than
limited liability partnerships, may be converted or merged in any
other manner provided by law.
16901. In this article, the following terms have the following
meanings:
(1) "Constituent other business entity" means any other business
entity that is merged with or into one or more partnerships and
includes a surviving other business entity.
(2) "Constituent partnership" means a partnership that is merged
with or into one or more other partnerships or other business
entities and includes a surviving partnership.
(3) "Disappearing other business entity" means a constituent other
business entity that is not the surviving other business entity.
(4) "Disappearing partnership" means a constituent partnership
that is not the surviving partnership.
(5) "Domestic" means organized under the laws of this state when
used in relation to any partnership, other business entity, or person
(other than an individual).
(6) "Foreign other business entity" means any other business
entity formed under the laws of any state other than this state or
under the laws of the United States or of a foreign country.
(7) "Foreign partnership" means a partnership formed under the
laws of any state other than this state or under the laws of a
foreign country.
(8) "General partner" means a partner in a partnership and a
general partner in a limited partnership.
(9) "Limited liability company" means a limited liability company
created under Title 2.5 (commencing with Section 17000), or
comparable law of another jurisdiction.
(10) "Limited partner" means a limited partner in a limited
partnership.
(11) "Limited partnership" means a limited partnership created
under Chapter 3 (commencing with Section 15611) or Chapter 5.5
(commencing with Section 15900), predecessor law, or comparable law
of another jurisdiction.
(12) "Other business entity" means a limited partnership, limited
liability company, corporation, business trust, real estate
investment trust, or an unincorporated association (other than a
nonprofit association), but excluding a partnership.
(13) "Partner" includes both a general partner and a limited
partner.
(14) "Surviving other business entity" means an other business
entity into which one or more partnerships are merged.
(15) "Surviving partnership" means a partnership into which one or
more other partnerships or other business entities are merged.
16902. (a) A partnership, other than a registered limited liability
partnership, may be converted into a domestic other business entity
or a foreign other business entity pursuant to this article if, (1)
pursuant to a conversion into a domestic or foreign limited
partnership or limited liability company, each of the partners of the
converting partnership would receive a percentage interest in the
profits and capital of the converted other business entity equal to
the partner's percentage interest in profits and capital of the
converting partnership as of the effective time of the conversion,
and (2) pursuant to a conversion into an other business entity or
foreign other business entity not specified in clause (1) above, each
of the partnership interests of the same class is treated equally
with respect to any distribution of cash, property, rights,
interests, or securities of the converted other business entity
unless all partners of the same class consent.
(b) Notwithstanding this section, the conversion of a partnership
to a domestic or foreign other business entity may be effected only
if: (1) the law under which that domestic or foreign other business
entity will exist expressly permits the formation of that other
entity pursuant to a conversion; and (2) the partnership complies
with any and all other requirements of that other law that applies to
conversion of the other business entity.
16903. (a) A partnership that desires to convert to a domestic or
foreign other business entity shall approve a plan of conversion. The
plan of conversion shall state the following:
(1) The terms and conditions of the conversion.
(2) The place of the organization of the converted entity and of
the converting partnership and the name of the converted entity after
conversion, if different from that of the converting partnership.
(3) The manner of converting the partnership interests of each of
the partners into shares of, securities of, or interests in the
converted entity.
(4) The provisions of the governing documents for the converted
entity, including the limited partnership agreement, limited
liability company articles of organization and operating agreement,
or articles or certificate of incorporation if the converted entity
is a corporation, to which the holders of interest in the converted
entity are to be bound.
(5) Any other details or provisions as are required by laws under
which the converted entity is organized.
(6) Any other details or provisions that are desired.
(b) The plan of conversion shall be approved by that number or
percentage of partners required by the partnership agreement to
approve a conversion of the partnership as set forth in the
partnership agreement. If the partnership agreement fails to specify
the required partner approval for a conversion of the partnership,
the plan of conversion shall be approved by that number or percentage
of partners required by the partnership agreement to approve an
amendment to the partnership agreement unless the conversion effects
a change for which the partnership agreement requires a greater
number or percentage of partners than that required to amend the
partnership agreement, in which case the plan of conversion shall be
approved by that greater number or percentage. If the partnership
agreement fails to specify the vote required to amend the partnership
agreement, the plan of conversion shall be approved by all partners.
(c) If the partnership is converting into a limited partnership,
in addition to the approval of the partners as set forth in
subdivision (b), the plan of conversion shall be approved by all
partners who will become general partners of the converted limited
partnership pursuant to the plan of conversion.
(d) All partners of the converting partnership except those that
dissociate upon effectiveness of the conversion pursuant to
subdivision (e) of Section 16909 shall be deemed parties to any
partnership or operating agreement, articles or certificate of
incorporation, or organic document for the converted entity adopted
as part of the plan of conversion, regardless of whether that partner
has executed the plan of conversion or the operating agreement,
articles or certificate of incorporation, partnership agreement, or
other organic document for the converted entity. Any adoption of a
new partnership or operating agreement, articles or certificate of
incorporation, or other organic document made pursuant to the
foregoing sentence shall be effective at the effective time or date
of the conversion.
(e) Notwithstanding its prior approval, a plan of conversion may
be amended before the conversion takes effect if the amendment is
approved by the partnership in the same manner, and by the same
number or percentage of partners, as was required for approval of the
original plan of conversion.
(f) The partners of a converting partnership may, at any time
before the conversion is effective, in their discretion, abandon a
conversion, without further approval by the partners, in the same
manner, and by the same number or percentage of partners, as was
required for approval of the original plan of conversion at any time
before the conversion is effective, subject to the contractual rights
of third parties.
(g) The converted entity shall keep the plan of conversion at: (1)
the principal place of business of the converted entity, if the
converted entity is a foreign other business entity or a corporation;
or (2) the office at which records are to be kept under Section
15614 or 15901.14 if the converted entity is a domestic limited
partnership, or at the office at which records are to be kept under
Section 17057 if the converted entity is a domestic limited liability
company. Upon the request of a partner of a converting partnership,
the authorized person on behalf of the converted entity shall
promptly deliver to the partner or the holder of interests or other
securities, at the expense of the converted entity, a copy of the
plan of conversion. A waiver by a partner of the rights provided in
this subdivision shall be unenforceable.
16904. (a) A conversion into a domestic other business entity shall
become effective upon the earliest date that all of the following
shall have occurred:
(1) The approval of the plan of conversion by the partners of the
converting partnership as provided in Section 16903.
(2) The filing of all documents required by law to create the
converted other business entity, which documents shall also contain a
statement of conversion, if required under Section 16906.
(3) The effective date, if set forth in the plan of conversion,
shall have occurred.
(b) A copy of the certificate of limited partnership, articles of
organization, or articles of incorporation, complying with Section
16906, if applicable, duly certified by the Secretary of State, is
conclusive evidence of the conversion of the partnership.
16905. (a) The conversion of a partnership into a foreign other
business entity shall comply with Section 16902.
(b) If the partnership is converting into a foreign other business
entity, then the conversion proceedings shall be in accordance with
the laws of the state or place of organization of the foreign other
business entity and the conversion shall become effective in
accordance with that law.
(c) (1) Unless a statement of conversion has been filed to effect
the conversion, the converted foreign other business entity shall
promptly notify the Secretary of State of the mailing address of its
agent for service of process, its chief executive office, and of any
change of address. To enforce an obligation of a partnership that has
converted to a foreign other business entity, the Secretary of State
shall only be the agent for service of process in an action or
proceeding against the converted foreign other business entity, if
the agent designated for the service of process for that entity is a
natural person and cannot be found with due diligence or if the agent
is a corporation and no person, to whom delivery may be made, may be
located with due diligence, or if no agent has been designated and
if no one of the officers, partners, managers, members, or agents of
that entity may be located after diligent search, and it is so shown
by affidavit to the satisfaction of the court. The court then may
make an order that service be made by personal delivery to the
Secretary of State or to an assistant or deputy Secretary of State of
two copies of the process together with two copies of the order, and
the order shall set forth an address to which the process shall be
sent by the Secretary of State. Service in this manner is deemed
complete on the 10th day after delivery of the process to the
Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
Section 12197 of the Government Code, the Secretary of State shall
provide notice to the entity of the service of the process by
forwarding by certified mail, return receipt requested, a copy of the
process and order to the address specified in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
providing of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
16906. (a) If the converting partnership has filed a statement of
partnership authority under Section 16303 that is effective at the
time of the conversion, then upon conversion to a domestic limited
partnership, limited liability company, or corporation, the
certificate of limited partnership, articles of organization, or
articles of incorporation filed by the converted entity, as
applicable, shall contain a statement of conversion, in that form as
may be prescribed by the Secretary of State. If the converting
partnership has not filed a statement of partnership authority under
Section 16303 that is effective at the time of the conversion, upon
conversion to a domestic limited partnership, limited liability
company, or corporation, the converted entity may, but is not
required to file, on its certificate of limited partnership, articles
of organization, or articles of incorporation, a statement of
conversion. A statement of conversion shall set forth all of the
following:
(1) The name and the Secretary of State's file number, if any, of
the converting partnership.
(2) A statement that the principal terms of the plan of conversion
were approved by a vote of the partners, which equaled or exceeded
the vote required under Section 16903.
(b) A partnership converting to a foreign other business entity
that has filed a statement of partnership authority under Section
16303 that is effective at the time of conversion may file a
certificate of conversion with the Secretary of State. The
certificate of conversion shall contain the following:
(1) The names of the converting partnership and the converted
entity.
(2) The street address of the converted entity's chief executive
office and of an office in this state, if any.
(3) The form of organization of the converted entity.
(c) The filing with the Secretary of State of a certificate of
limited partnership, articles of organization, or articles of
incorporation containing a statement of conversion as set forth in
subdivision (a) or a certificate of conversion filed pursuant to
subdivision (b) shall have the effect of the filing of a cancellation
by the converting partnership of any statement of partnership
authority filed by it.
16907. (a) Whenever a partnership or other business entity having
any real property in this state converts into a partnership or an
other business entity pursuant to the laws of this state or of the
state or place in which the other business entity was organized, and
the laws of the state or place of organization (including this state)
of the converting partnership or other business entity provide
substantially that the conversion of a converting entity vests in the
converted partnership or other business entity all the real property
of the converting partnership or converting other business entity,
the filing for record in the office of the county recorder of any
county in this state in which any of the real property of the
converting partnership or converting other business entity is located
of either (1) a certificate of conversion or a certificate of
limited partnership, articles of organization, or articles of
incorporation, complying with Section 16906, in the form prescribed
by the Secretary of State, certified by the Secretary of State, or
(2) a copy of a certificate of conversion or a certificate of limited
partnership, articles of organization, articles or certificate of
incorporation, or other certificate evidencing the creation of a
foreign other business entity by conversion, containing a statement
of conversion, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the conversion is effected, shall evidence record ownership in the
converted partnership or converted other business entity of all
interest of the converting partnership or converting other business
entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded certificate of
conversion, certificate of limited partnership, articles of
organization, articles or certificate of incorporation, or other
certificate evidencing the creation of an other business entity by
conversion, containing a statement of conversion, executed and
declared to be accurate pursuant to subdivision (c) of Section 16105,
stating the name of the converting partnership or converting other
business entity in whose name property was held before the conversion
and the name of the converted entity, but not containing all of the
other information required by Section 16906, operates with respect to
the entities named to the extent provided in subdivision (a).
(c) Recording of a certificate of conversion, a certificate of
limited partnership, articles of organization, articles or
certificate of incorporation, or other certificate evidencing the
creation of another business entity by conversion, containing a
statement of conversion, in accordance with Section 16902 shall
create, in favor of bona fide purchasers or encumbrancers for value,
a conclusive presumption that the conversion was validly completed.
16908. (a) A domestic limited partnership, limited liability
company, or corporation, or a foreign other business entity may be
converted to a domestic partnership pursuant to this article, but
only if the converting entity is authorized by the laws under which
it is organized to effect the conversion.
(b) An entity that desires to convert into a domestic partnership
shall approve a plan of conversion or the instrument that is required
to be approved to effect the conversion pursuant to the laws under
which the entity is organized.
(c) The conversion of a domestic limited partnership, limited
liability company, or corporation, or foreign other business entity
shall be approved by the number or percentage of the partners,
members, shareholders, or holders of interest of the converting
entity as is required by the law under which the entity is organized,
or a greater or lesser percentage (subject to applicable laws) as
set forth in the limited partnership agreement, articles of
organization, operating agreement, or articles or certificate of
organization, or other governing document for the converting entity.
(d) The conversion by a domestic limited partnership, limited
liability company, or corporation, or a foreign other business entity
into a partnership shall be effective under this article at the time
that the conversion is effective under the laws under which the
converting entity is organized.
(e) The filing with the Secretary of State of a certificate of
conversion or a statement of partnership authority containing a
statement of conversion pursuant to subdivision (a) shall have the
effect of the filing of a certificate of cancellation by the
converting foreign limited partnership or foreign limited liability
company, and no converting foreign limited partnership or foreign
limited liability company that has made the filing is required to
file a certificate of cancellation under Section 15696, 15909.07, or
17455 as a result of that conversion. If a converting other business
entity is a foreign corporation qualified to transact business in
this state, the foreign corporation shall, by virtue of the filing,
automatically surrender its right to transact intrastate business.
16909. (a) An entity that converts into another entity pursuant to
this article is for all purposes the same entity that existed before
the conversion.
(b) When a conversion takes effect, all of the following apply:
(1) All the rights and property, whether real, personal, or mixed,
of the converting entity remains vested in the converted entity.
(2) All debts, liabilities, and obligations of the converting
entity continue as debts, liabilities, and obligations of the
converted entity.
(3) All rights of creditors and liens upon the property of the
converting entity shall be preserved unimpaired and remain
enforceable against the converted entity to the same extent as
against the converting entity as if the conversion had not occurred.
(4) Any action or proceeding pending by or against the converting
entity may be continued against the converted entity as if the
conversion had not occurred.
(c) A partner of a converting partnership is liable for:
(1) All obligations of the converting partnership for which the
partner was personally liable before the conversion.
(2) All obligations of the converted entity incurred after the
conversion takes effect, but those obligations may be satisfied only
out of property of the entity if (A) the converted other business
entity is a limited partnership and the partner becomes a limited
partner, (B) the converted other business entity is a limited
liability company and the partner becomes a member, unless the
articles of organization or the operating agreement of the limited
liability company provide otherwise, or (C) the converted other
business entity is a corporation and the partner becomes a
shareholder.
(d) A partner of a partnership that converted from an other
business entity is liable for any and all obligations of the
converting other business entity for which the partner was personally
liable before the conversion, but only to the extent the partner was
liable for the obligation of the converting entity prior to the
conversion.
(e) A partner of a converting partnership, who does not vote in
favor of the conversion and does not agree to become a partner,
member, shareholder, or holder of interest of the converted other
business entity shall have the right to dissociate from the
partnership, as of the date the conversion takes effect. Within 10
days after the approval of the conversion by the partners as required
under this article, the converting partnership shall send notice of
the approval of the conversion to each partner that has not approved
the conversion, accompanied by copies of Section 16701 and a brief
description of the procedure to be followed under that section if the
partner wishes to dissociate from the partnership. A partner that
desires to dissociate from the converting partnership shall send
written notice of that dissociation within 30 days after the date of
the notice of the approval of the conversion. The converting
partnership shall cause the partner's interest in the entity to be
purchased under Section 16701. The converting partnership is bound
under Section 16702 by an act of a general partner dissociated under
this subdivision, and the partner is liable under Section 16703 for
transactions entered into by the converted entity after the
conversion takes effect. The dissociation of a partner in connection
with a conversion pursuant to the terms of this subdivision shall not
be deemed to be a wrongful dissociation under Section 16602.
16910. (a) The following entities may be merged pursuant to this
article:
(1) Two or more partnerships into one partnership.
(2) One or more partnerships and one or more other business
entities into one of those other business entities.
(3) One or more partnerships, other than a limited liability
partnership, and one or more other business entities into one
partnership.
(b) Notwithstanding subdivision (a), the merger of any number of
partnerships with any number of other business entities may be
effected only if the other business entities that are organized in
California are authorized by the laws under which they are organized
to effect the merger, and (1) if a domestic partnership is the
surviving partnership, the foreign other business entities are not
prohibited by the laws under which they are organized from effecting
that merger and (2) if a foreign partnership or foreign other
business entity is the survivor of the merger, the laws of the
jurisdiction under which the survivor is organized authorize that
merger.
16911. (a) Each partnership and other business entity which desires
to merge shall approve an agreement of merger. The agreement of
merger shall be approved by the number or percentage of partners
specified for merger in the partnership agreement of the constituent
partnership. If the partnership agreement fails to specify the
required partner approval for merger of the constituent partnership,
then the agreement of merger shall be approved by that number or
percentage of partners specified by the partnership agreement to
approve an amendment to the partnership agreement. However, if the
merger effects a change for which the partnership agreement requires
a greater number or percentage of partners than that required to
amend the partnership agreement, then the merger shall be approved by
that greater number or percentage. If the partnership agreement
contains no provision specifying the vote required to amend the
partnership agreement, then the agreement of merger must be approved
by all the partners. The agreement of merger shall be approved on
behalf of each constituent other business entity by those persons
required to approve the merger by the laws under which it is
organized. Other persons may be parties to the agreement of merger.
The agreement of merger shall state all of the following:
(1) The terms and conditions of the merger.
(2) The name and place of organization of the surviving
partnership or surviving other business entity, and of each
disappearing partnership and disappearing other business entity, and
the agreement of merger may change the name of the surviving
partnership, which new name may be the same as, or similar to, the
name of a disappearing partnership.
(3) The manner of converting the partnership interests of each of
the constituent partnerships into interests or other securities of
the surviving partnership or surviving other business entity, and if
partnership interests of any of the constituent partnerships are not
to be converted solely into interest or other securities of the
surviving partnership or surviving other business entity, the cash,
property, rights, interests, or securities which the holders of the
partnership interest are to receive in exchange for the partnership
interests, which cash, property, rights, interests, or securities may
be in addition to or in lieu of interests or other securities of the
surviving partnership or surviving other business entity, or that
the partnership interests are canceled without consideration.
(4) Any other details or provisions as are required by the laws
under which any constituent other business entity is organized.
(5) Any other details or provisions that are desired, including,
without limitation, a provision for the treatment of fractional
partnership interests.
(b) If the partnership is merging into a limited partnership, then
in addition to the approval of the partners as set forth under
subdivision (a), the agreement of merger must be approved by all
partners who will become general partners of the surviving limited
partnership upon the effectiveness of the merger.
(c) Notwithstanding its prior approval, an agreement of merger may
be amended before the merger takes effect if the amendment is
approved by the partners of each constituent partnership, in the same
manner as required for approval of the original agreement of merger,
and by each of the constituent other business entities.
(d) The partners of a constituent partnership may in their
discretion, abandon a merger, subject to the contractual rights, if
any, of third parties, including other constituent partnerships and
constituent other business entities, if the abandonment is approved
by the partners of the constituent partnership in the same manner as
required for approval of the original agreement of merger.
(e) An agreement of merger approved in accordance with subdivision
(a) may (1) effect any amendment to the partnership agreement of any
domestic constituent partnership or (2) effect the adoption of a new
partnership agreement for a domestic constituent partnership if it
is the surviving partnership in the merger. Any amendment to a
partnership agreement or adoption of a new partnership agreement made
pursuant to the foregoing sentence shall be effective at the
effective time or date of the merger.
(f) The surviving partnership or surviving other business entity
shall keep the agreement of merger at the principal place of business
of the surviving entity if the surviving entity is a partnership or
a foreign other business entity, at the office referred to in Section
1500 if the surviving entity is a domestic corporation, at the
office referred to in subdivision (a) of Section 15614 or 15901.14 if
the surviving entity is a domestic limited partnership or at the
office referred to in Section 17057 if the surviving entity is a
domestic limited liability company and, upon the request of a partner
of a constituent partnership or a holder of interests or other
securities of a constituent other business entity, the authorized
person on behalf of the partnership or the surviving other business
entity shall promptly deliver to the partner or the holder of
interests or other securities, at the expense of the surviving
partnership or surviving other business entity, a copy of the
agreement of merger. A waiver by a partner or holder of interests or
other securities of the rights provided in this subdivision shall be
unenforceable.
16912. (a) Unless a future effective date or time is provided in a
certificate of merger if a certificate of merger is required to be
filed under Section 16915 in which event the merger shall be
effective at the future effective date or time:
(1) A merger in which no domestic other business entity is a party
to the merger shall be effective upon the later of any of the
following:
(A) The approval of the agreement of merger by all parties to the
merger as provided in Section 16911.
(B) The filing of all documents required by law to be filed as a
condition to the effectiveness of the merger; or
(C) Any effective date specified in the agreement of merger; and
(2) A merger in which a domestic other business entity is a party
to the merger shall be effective upon the filing of the certificate
of merger in the office of the Secretary of State.
(b) For all mergers in which a certificate of merger is required
to be filed under Section 16915, a copy of the certificate of merger
duly certified by the Secretary of State is conclusive evidence of
the merger of (A) the constituent partnerships (either by themselves
or together with constituent other business entities) into the
surviving other business entity, or (B) the constituent partnerships
or the constituent other business entities, or both, into the
surviving partnership.
16913. (a) The merger of any number of domestic partnerships with
any number of foreign partnerships or foreign other business entities
shall be required to comply with Section 16910.
(b) If the surviving entity is a domestic partnership or a
domestic other business entity, the merger proceedings with respect
to that partnership or other business entity and any domestic
disappearing partnership shall conform to the provisions of this
chapter governing the merger of domestic partnerships, but if the
surviving entity is a foreign partnership or a foreign other business
entity, then, subject to the requirements of subdivision (d), the
merger proceedings may be in accordance with the laws of the state or
place of organization of the surviving partnership or surviving
other business entity.
(c) If the surviving entity is a domestic other business entity or
is a domestic partnership in a merger in which a domestic other
business entity is also a party, the certificate of merger shall be
filed as provided in subdivision (b) of Section 16915, and thereupon,
subject to subdivision (a) of Section 16912, the merger shall be
effective as to each domestic constituent partnership and domestic
constituent other business entity.
(d) If the surviving entity is a foreign partnership or foreign
other business entity, the merger shall become effective in
accordance with the law of the jurisdiction in which the surviving
partnership or surviving other business entity is organized, but
shall be effective as to any domestic disappearing partnership as of
the time of effectiveness in the foreign jurisdiction in accordance
with Section 16912.
16914. (a) When a merger takes effect, all of the following apply:
(1) The separate existence of the disappearing partnerships and
disappearing other business entities ceases and the surviving
partnership or surviving other business entity shall succeed, without
other transfer, act, or deed, to all the rights and property whether
real, personal, or mixed, of each of the disappearing partnerships
and disappearing other business entities and shall be subject to all
the debts and liabilities of each in the same manner as if the
surviving partnership or surviving other business entity had itself
incurred them.
(2) All rights of creditors and all liens upon the property of
each of the constituent partnerships and constituent other business
entities shall be preserved unimpaired and may be enforced against
the surviving partnership or the surviving other business entity to
the same extent as if the debt, liability, or duty that gave rise to
that lien had been incurred or contracted by it, provided that those
liens upon the property of a disappearing partnership or disappearing
other business entity shall be limited to the property affected
thereby immediately prior to the time the merger is effective.
(3) Any action or proceeding pending by or against any
disappearing partnership or disappearing other business entity may be
prosecuted to judgment, which shall bind the surviving partnership
or surviving other business entity, or the surviving partnership or
surviving other business entity may be proceeded against or be
substituted in the disappearing partnership's or the disappearing
other business entity's place.
(b) (1) Unless a certificate of merger has been filed to effect
the merger, the surviving foreign entity shall promptly notify the
Secretary of State of the mailing address of its agent for service of
process and its chief executive office, and of any change of
address. To enforce an obligation of a partnership that has merged
with a foreign partnership or foreign other business entity, the
Secretary of State shall only be the agent for service of process in
an action or proceeding against the surviving foreign partnership or
foreign other business entity, if the agent designated for the
service of process for that entity is a natural person and cannot be
located with due diligence or if the agent is a corporation and no
person to whom delivery may be made can be located with due
diligence, or if no agent has been designated and if no one of the
officers, partners, managers, members, or agents of the entity can be
located after diligent search, and it is so shown by affidavit to
the satisfaction of the court. The court then may make an order that
service be made by personal delivery to the Secretary of State or to
an assistant or deputy Secretary of State of two copies of the
process together with two copies of the order, and the order shall
set forth an address to which the process shall be sent by the
Secretary of State. Service in this manner is deemed complete on the
10th day after delivery of the process to the Secretary of State.
(2) Upon receipt of the process and order and the fee set forth in
subdivision (c) of Section 12197 of the Government Code, the
Secretary of State shall give notice to the entity of the service of
the process by forwarding by certified mail, return receipt
requested, a copy of the process and order to the address specified
in the order.
(3) The Secretary of State shall keep a record of all process
served upon the Secretary of State and shall record therein the time
of service and the Secretary of State's action with respect thereto.
The certificate of the Secretary of State, under the Secretary of
State's official seal, certifying to the receipt of process, the
giving of notice thereof to the entity, and the forwarding of the
process, shall be competent and prima facie evidence of the matters
stated therein.
(c) A partner of the surviving partnership or surviving limited
partnership, a member of the surviving limited liability company, a
shareholder of the surviving corporation, or a holder of equity
securities of the surviving other business entity, is liable for all
of the following:
(1) All obligations of a party to the merger for which that person
was personally liable before the merger.
(2) All other obligations of the surviving entity incurred before
the merger by a party to the merger, but those obligations may be
satisfied only out of property of the entity.
(3) All obligations of the surviving entity incurred after the
merger takes effect, but those obligations may be satisfied only out
of property of the entity if that person is a limited partner, a
shareholder in a corporation, or, unless expressly provided otherwise
in the articles of organization or other constituent documents, a
member of a limited liability company or a holder of equity
securities in a surviving other business entity.
(d) If the obligations incurred before the merger by a party to
the merger are not satisfied out of the property of the surviving
partnership or surviving other business entity, the general partners
of that party immediately before the effective date of the merger, to
the extent that party was a partnership or a limited partnership,
shall contribute the amount necessary to satisfy that party's
obligations to the surviving entity in the manner provided in Section
16807 or in the limited partnership act of the jurisdiction in which
the party was formed, as the case may be, as if the merged party
were dissolved.
(e) A partner of a domestic disappearing partnership who does not
vote in favor of the merger and does not agree to become a partner,
member, shareholder, or holder of interest or equity securities of
the surviving partnership or surviving other business entity shall
have the right to dissociate from the partnership as of the date the
merger takes effect. Within 10 days after the approval of the merger
by the partners as required under this article, each domestic
disappearing partnership shall send notice of the approval of the
merger to each partner that has not approved the merger, accompanied
by a copy of Section 16701 and a brief description of the procedure
to be followed under that section if the partner wishes to dissociate
from the partnership. A partner that desires to dissociate from a
disappearing partnership shall send written notice of that
dissociation within 30 days after the date of the notice of the
approval of the merger. The disappearing partnership shall cause the
partner's interest in the entity to be purchased under Section 16701.
The surviving entity is bound under Section 16702 by an act of a
general partner dissociated under this subdivision, and the partner
is liable under Section 16703 for transactions entered into by the
surviving entity after the merger takes effect. The dissociation of a
partner in connection with a merger pursuant to the terms of this
subdivision shall not be deemed a wrongful dissociation under Section
16602.
16915. (a) In a merger involving a domestic partnership, in which
another partnership or a foreign other business entity is a party,
but in which no other domestic other business entity is a party, the
surviving partnership or surviving foreign other business entity may
file with the Secretary of State a statement that one or more
partnerships have merged into the surviving partnership or surviving
foreign other business entity, or that one or more partnerships or
foreign other business entities have merged into the surviving
domestic partnership. A statement of merger shall contain the
following:
(1) The name of each partnership or foreign other business entity
that is a party to the merger.
(2) The name of the surviving entity into which the other
partnerships or foreign other business entities were merged.
(3) The street address of the surviving entity's chief executive
office and of an office in this state, if any.
(4) Whether the surviving entity is a partnership or a foreign
other business entity, specifying the type of the entity.
(b) In a merger involving a domestic partnership in which a
domestic other business entity is also a party, after approval of the
merger by the constituent partnerships and any constituent other
business entities, the constituent partnerships and constituent other
business entities shall file a certificate of merger in the office
of, and on a form prescribed by, the Secretary of State, but if the
surviving entity is a domestic corporation or a foreign corporation
in a merger in which a domestic corporation is a constituent party,
the surviving corporation shall file in the office of the Secretary
of State a copy of the agreement of merger and attachments required
under paragraph (1) of subdivision (g) of Section 1113. The
certificate of merger shall be executed and acknowledged by each
domestic constituent partnership by two partners (unless a lesser
number is provided in the partnership agreement) and by each foreign
constituent partnership by one or more partners, and by each
constituent other business entity by those persons required to
execute the certificate of merger by the laws under which the
constituent other business entity is organized. The certificate of
merger shall set forth all of the following:
(1) The names and the Secretary of State's file numbers, if any,
of each of the constituent partnerships and constituent other
business entities, separately identifying the disappearing
partnerships and disappearing other business entities and the
surviving partnership or surviving other business entity.
(2) If a vote of the partners was required under Section 16911, a
statement that the principal terms of the agreement of merger were
approved by a vote of the partners, which equaled or exceeded the
vote required.
(3) If the surviving entity is a domestic partnership and not an
other business entity, any change to the information set forth in any
filed statement of partnership authority of the surviving
partnership resulting from the merger, including any change in the
name of the surviving partnership resulting from the merger. The
filing of a certificate of merger setting forth any changes to any
filed statement of partnership authority of the surviving partnership
shall have the effect of the filing of a certificate of amendment of
the statement of partnership authority by the surviving partnership,
and the surviving partnership need not file a certificate of
amendment under Section 16015 to reflect those changes.
(4) The future effective date or time (which shall be a date or
time certain not more than 90 days subsequent to the date of filing)
of the merger, if the merger is not to be effective upon the filing
of the certificate of merger with the office of the Secretary of
State.
(5) If the surviving entity is an other business entity or a
foreign partnership, the full name, type of entity, legal
jurisdiction in which the entity was organized and by whose laws its
internal affairs are governed, and the address of the principal place
of business of the entity.
(6) Any other information required to be stated in the certificate
of merger by the laws under which each constituent other business
entity is organized.
(c) A statement of merger or a certificate of merger, as is
applicable under subdivision (a) or (b), shall have the effect of the
filing of a cancellation for each disappearing partnership of any
statement of partnership authority filed by it.
16915.5. (a) Upon merger pursuant to this article, a surviving
domestic or foreign partnership or other business entity shall be
deemed to have assumed the liability of each disappearing domestic or
foreign partnership or other business entity that is taxed under
Part 10 (commencing with Section 17001) of, or under Part 11
(commencing with Section 23001) of, Division 2 of the Revenue and
Taxation Code for the following:
(1) To prepare and file, or to cause to be prepared and filed, tax
and information returns otherwise required of that disappearing
entity as specified in Chapter 2 (commencing with Section 18501) of
Part 10.2 of Division 2 of the Revenue and Taxation Code.
(2) To pay any tax liability determined to be due.
(b) If the surviving entity is a domestic limited liability
company, domestic corporation, or registered limited liability
partnership or a foreign limited liability company, foreign limited
liability partnership, or foreign corporation that is registered or
qualified to do business in California, the Secretary of State shall
notify the Franchise Tax Board of the merger.
16916. (a) Whenever a domestic or foreign partnership or other
business entity having any real property in this state merges with
another partnership or other business entity pursuant to the laws of
this state or of the state or place in which any constituent
partnership or constituent other business entity was organized, and
the laws of the state or place of organization (including this state)
of any disappearing partnership or disappearing other business
entity provide substantially that the making and filing of a
statement of merger, agreement of merger or certificate of merger
vests in the surviving partnership or surviving other business entity
all the real property of any disappearing partnership and
disappearing other business entity, the filing for record in the
office of the county record of any county in this state in which any
of the real property of the disappearing partnership or disappearing
other business entity is located of either (1) a certificate of
merger or agreement of merger certified by the Secretary of State, or
other certificate prescribed by the Secretary of State, or (2) a
copy of the statement of merger, agreement of merger or certificate
of merger, certified by the Secretary of State or an authorized
public official of the state or place pursuant to the laws of which
the merger is effected, shall evidence record ownership in the
surviving partnership or surviving other business entity of all
interest of that disappearing partnership or disappearing other
business entity in and to the real property located in that county.
(b) A filed and, if appropriate, recorded statement of merger,
executed and declared to be accurate pursuant to subdivision (c) of
Section 16105, stating the name of a partnership or other business
entity that is a party to the merger in whose name property was held
before the merger and the name of the surviving entity, but not
containing all of the other information required by Section 16915,
operates with respect to the partnerships or other business entities
named to the extent provided in subdivision (a).
(c) Recording of the certificate of merger in accordance with
subdivision (a) shall create, in favor of bona fide purchasers or
encumbrancers for value, a conclusive presumption that the merger was
validly completed.
16917. This article is not exclusive. Partnerships, other than
limited liability partnerships, may be converted or merged in any
other manner provided by law.
