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HomeFinancial CodeDiv. 1.6Ch. 3Art. 2§ 4859 Sale Effective Rights Transfer

§ 4859 Sale Effective Rights Transfer

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

§ 4859 Sale Effective Rights Transfer

Key Takeaways

  • •When a company buys another company, the buyer gets all the seller's stuff and rights, unless the sale agreement says otherwise.
  • •The buyer also takes over all the seller's debts and problems, like they were their own.
  • •If someone owed money to the seller, they still owe it, and any legal claims against the seller now apply to the buyer.
  • •Any legal cases involving the seller can now include the buyer, and the buyer can step in for the seller.

Example

A small bakery sells its business to a bigger company.

The bigger company now owns the bakery's recipes, ovens, and customer lists. But it also takes over the bakery's debts, like money owed to flour suppliers. If the bakery was being sued for a slip-and-fall accident, the bigger company is now responsible for that lawsuit too.

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

Official Source
View on CA.gov

§ 4859 Sale Effective Rights Transfer

When a sale becomes effective: (a) The purchaser shall succeed, without other transfer, to all the rights and property of the seller except any rights and property of the seller which are specifically not sold to the purchasing corporation under the agreement of sale. (b) The purchaser shall assume and be subject to all the debts and liabilities of the seller in the same manner as if the purchaser had itself incurred them. (c) All rights of creditors of the seller and all liens upon the property of the seller shall be preserved unimpaired, provided that such liens upon the property of the seller shall be limited to the property affected thereby immediately prior to the time when the sale becomes effective. (d) Any action or proceeding pending by or against the seller may be prosecuted to judgment, which shall bind the purchaser, or the purchaser may be proceeded against or substituted in place of the seller. (e) Any reference to the seller in any writing, whether executed or taking effect before or after the sale, shall be deemed a reference to the purchaser, if not inconsistent with the other provisions of the writing. (f) In case the seller was transacting trust business, the purchaser shall succeed, without further transfer, to the rights, obligations, properties, assets, investments, deposits, demands, agreements, and trusts of the seller under all trusts, executorships, administrations, guardianships, agencies, and all other fiduciary or representative capacities to the same extent as if the purchaser had originally assumed the fiduciary or representative capacities, and the purchaser shall be entitled to take and execute the appointment to all executorships, trusteeships, guardianships, and other fiduciary or representative capacities to which the seller is or may be named in wills, whenever probated, or to which the seller is or may be named or appointed by any other instrument. (Amended by Stats. 1995, Ch. 480, Sec. 142. Effective October 2, 1995.)

Last verified: January 23, 2026

Key Terms

agreementjudgmentcorporationfiduciarypropertylienobligationguardianship

Related Statutes

  • § 4879.14 Purchaser Rights And Liabilities
  • § 4950 Corporate Conversion Rights Transfer
  • § 4848 Sale Agreement Approval Rules
  • § 4889 Merger Trust Business Succession
  • § 4849 Amending Sales Agreements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Financial Code. Section 4859.
View Official Source