§ 16913 Domestic Partnership Merger Rules

This law tells how a merger works when a local partnership or business joins with a foreign partnership or business, and which rules apply depending on which company survives the merger.

Key Takeaways

•All mergers that mix domestic and foreign partnerships or businesses must first obey Section 16910.
•If the surviving company is domestic, the merger follows the state’s domestic partnership merger rules.
•If the surviving company is foreign, the merger follows the foreign entity’s home‑state laws, but still has to meet the state’s rules for the domestic partner that disappears.

Example

A family‑run restaurant in the state (a domestic partnership) merges with a restaurant chain based in another country (a foreign partnership).

Because a foreign partnership is involved, the merger must first follow the rules in Section 16910. If the foreign chain is the company that continues after the merger, the merger follows the foreign country's laws, but it still has to meet the state’s requirements for the disappearing domestic partnership. If the local restaurant stays as the surviving company, the merger follows the state’s own merger rules.

(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. (Added by Stats. 1996, Ch. 1003, Sec. 2. Effective January 1, 1997.)

This law tells how a merger works when a local partnership or business joins with a foreign partnership or business, and which rules apply depending on which company survives the merger.

Key Takeaways

•All mergers that mix domestic and foreign partnerships or businesses must first obey Section 16910.
•If the surviving company is domestic, the merger follows the state’s domestic partnership merger rules.
•If the surviving company is foreign, the merger follows the foreign entity’s home‑state laws, but still has to meet the state’s rules for the domestic partner that disappears.

Example

A family‑run restaurant in the state (a domestic partnership) merges with a restaurant chain based in another country (a foreign partnership).

Key Takeaways

Example

Key Terms

References

§ 16913 Domestic Partnership Merger Rules

Key Takeaways

Example

Key Terms

References

Key Takeaways

Example

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Related Statutes

References

Key Takeaways

Example

Key Terms

Related Statutes

References