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HomeCorporations CodeCh. 9§ 3305 Dissenting Shareholder Rights Conversion

§ 3305 Dissenting Shareholder Rights Conversion

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

§ 3305 Dissenting Shareholder Rights Conversion

Key Takeaways

  • •If a special kind of company (social purpose corporation) changes its structure, some shareholders can disagree with the change.
  • •These disagreeing shareholders have the same rights as shareholders in other big company changes.
  • •The company must follow the same rules as other companies when this happens.
  • •The change is treated like a big company reorganization for these rules.

Example

A company that focuses on helping the environment decides to change into a regular company that only cares about making money.

If some shareholders don’t like this change, they can say no and get the same protections as if the company was doing a big merge or sale. The company must follow the rules to make sure these shareholders are treated fairly.

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

Official Source
View on CA.gov

§ 3305 Dissenting Shareholder Rights Conversion

The shareholders with dissenting rights, as defined in subdivision (b) of Section 1300, of a converting social purpose corporation shall have all of the rights under Chapter 13 (commencing with Section 1300) of Division 1 of the shareholders of a corporation involved in a reorganization requiring the approval of its outstanding shares, and the converting social purpose corporation shall have all of the obligations under Chapter 13 (commencing with Section 1300) of Division 1 of a corporation involved in the reorganization. Solely for purposes of applying the provisions of Chapter 13 (commencing with Section 1300) of Division 1, and not for purposes of this chapter, a conversion pursuant to Section 3301 or 3307 shall be deemed to constitute a reorganization. (Amended by Stats. 2014, Ch. 694, Sec. 60. (SB 1301) Effective January 1, 2015.)

Last verified: January 23, 2026

Key Terms

dissenting rightsconverting social purpose corporationreorganizationChapter 13Section 3301Section 3307

Related Statutes

  • § 1112.5 Merger Approval For Social Purpose Corporations
  • § 1159 Shareholder Rights In Conversion
  • § 12520 Corporate Property Security Approval
  • § 12521 Corporate Asset Disposition Approval
  • § 12522 Corporate Asset Transfer Approval

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 3305.
View Official Source