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HomeCorporations CodeCh. 1§ 181 Corporate Reorganization Definitions

§ 181 Corporate Reorganization Definitions

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

§ 181 Corporate Reorganization Definitions

This law tells you what counts as a corporate 'reorganization' by listing three ways a company can combine or buy another company.

Key Takeaways

  • •A merger that isn’t a short‑form merger counts as a 'merger reorganization'.
  • •Buying enough stock to control another company is an 'exchange reorganization'.
  • •Buying most of a company’s assets with stock or long‑term debt is a 'sale‑of‑assets reorganization'.

Example

Company A buys most of Company B’s stock and ends up controlling Company B, so the whole deal is called a 'reorganization' under this rule.

Because Company A now controls Company B after the purchase, the transaction fits the definition of an exchange reorganization in the law.

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

Official Source
View on CA.gov

§ 181 Corporate Reorganization Definitions

“Reorganization” means either: (a) A merger pursuant to Chapter 11 (commencing with Section 1100) other than a short-form merger (a “merger reorganization”). (b) The acquisition by one domestic corporation, foreign corporation, or other business entity in exchange, in whole or in part, for its equity securities (or the equity securities of a domestic corporation, a foreign corporation, or an other business entity which is in control of the acquiring entity) of equity securities of another domestic corporation, foreign corporation, or other business entity if, immediately after the acquisition, the acquiring entity has control of the other entity (an “exchange reorganization”). (c) The acquisition by one domestic corporation, foreign corporation, or other business entity in exchange in whole or in part for its equity securities (or the equity securities of a domestic corporation, a foreign corporation, or an other business entity which is in control of the acquiring entity) or for its debt securities (or debt securities of a domestic corporation, foreign corporation, or other business entity which is in control of the acquiring entity) which are not adequately secured and which have a maturity date in excess of five years after the consummation of the reorganization, or both, of all or substantially all of the assets of another domestic corporation, foreign corporation, or other business entity (a “sale-of-assets reorganization”). (Amended by Stats. 1999, Ch. 437, Sec. 5. Effective January 1, 2000.)

Last verified: January 10, 2026

Key Terms

Reorganizationmerger reorganizationexchange reorganizationsale-of-assets reorganization

Related Statutes

  • § 2511 Corporate Reorganization Definitions
  • § 183.5 Corporate Share Exchange Offers
  • § 2512 Social Purpose Corporation Share Exchange
  • § 101 Statutory Construction Rules
  • § 102 Corporation Applicability Scope

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 181.
View Official Source