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HomeCorporations CodeCh. 10§ 3400 Social Purpose Corporation Reorganization Approval

§ 3400 Social Purpose Corporation Reorganization Approval

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

§ 3400 Social Purpose Corporation Reorganization Approval

Key Takeaways

  • •If two companies want to merge or one wants to buy the other, the bosses (board) of the companies involved must say yes.
  • •The company that is buying or taking over must get approval from its board.
  • •If a company is in control of another company involved in the deal, its board must also say yes.
  • •This rule is for special companies called 'social purpose corporations' that care about more than just making money.

Example

Company A (a social purpose corporation) wants to buy Company B (also a social purpose corporation).

The bosses of Company A and Company B must both agree to the deal. If there’s a bigger company that owns Company A or B, its bosses must also agree.

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

Official Source
View on CA.gov

§ 3400 Social Purpose Corporation Reorganization Approval

A reorganization or a share exchange tender offer shall be approved by the board of all of the following: (a) Each constituent social purpose corporation in a merger reorganization. (b) The acquiring social purpose corporation in an exchange reorganization. (c) The acquiring social purpose corporation and the social purpose corporation whose property and assets are acquired in a sale-of-assets reorganization. (d) The acquiring social purpose corporation in a share exchange tender offer. (e) The social purpose corporation in control of any constituent or acquiring domestic or foreign social purpose corporation or other business entity under subdivision (a), (b), or (c) and whose equity securities are issued, transferred, or exchanged in the reorganization, hereafter a “parent party.” (Amended by Stats. 2014, Ch. 694, Sec. 62. (SB 1301) Effective January 1, 2015.)

Last verified: January 23, 2026

Key Terms

reorganizationshare exchange tender offersocial purpose corporationparent party

Related Statutes

  • § 1200 Corporate Reorganization Approval Rules
  • § 3401 Social Purpose Corporation Reorganization Approval
  • § 1112.5 Merger Approval For Social Purpose Corporations
  • § 2512 Social Purpose Corporation Share Exchange
  • § 1000 Corporate Property Security Approval

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 3400.
View Official Source