Corp. Code, § 16901 · Article 9. Conversions and Mergers
Corp. Code, § 16901
Text — As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
In this article, the following terms have the following meanings:
(1) “Constituent other business entity” means any other business entity that is merged with or into one or more partnerships and includes a surviving other business entity.
(2) “Constituent partnership” means a partnership that is merged with or into one or more other partnerships or other business entities and includes a surviving partnership.
(3) “Disappearing other business entity” means a constituent other business entity that is not the surviving other business entity.
(4) “Disappearing partnership” means a constituent partnership that is not the surviving partnership.
(5) “Domestic” means organized under the laws of this state when used in relation to any partnership, other business entity, or person (other than an individual).
(6) “Foreign other business entity” means any other business entity formed under the laws of any state other than this state or under the laws of the United States or of a foreign country.
(7) “Foreign partnership” means a partnership formed under the laws of any state other than this state or under the laws of a foreign country.
(8) “General partner” means a partner in a partnership and a general partner in a limited partnership.
(9) “Limited liability company” means a limited liability company created under Title 2.6 (commencing with Section 17701.01), or comparable law of another jurisdiction.
(10) “Limited partner” means a limited partner in a limited partnership.
(11) “Limited partnership” means a limited partnership created under Chapter 3 (commencing with Section 15611) or Chapter 5.5 (commencing with Section 15900), predecessor law, or comparable law of another jurisdiction.
(12) “Other business entity” means a limited partnership, limited liability company, corporation, business trust, real estate investment trust, or an unincorporated association (other than a nonprofit association), but excluding a partnership.
(13) “Partner” includes both a general partner and a limited partner.
(14) “Surviving other business entity” means an other business entity into which one or more partnerships are merged.
(15) “Surviving partnership” means a partnership into which one or more other partnerships or other business entities are merged.
Notes and commentary — not statutory text
History
Amended by Stats. 2014, Ch. 64, Sec. 6. (AB 2742) Effective January 1, 2015.
Source of truth
- Edition
- As published in the Legislative Counsel's database, tables dated October 18, 2026 (pubinfo_2025.zip)
- Official file
- https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?lawCode=CORP§ionNum=16901.
- Text hash
- sha256 48544274de7cca04e076c45d71a5d61456adf4f93b47c5d7fa69d56dfb14bfcc
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- compose_ca.py 2026-10-22: the Legislative Counsel's CAML content files read by a tokenizer (caml_readers.reader_a); an independent xml.etree reading (caml_readers.reader_b) agrees on every section
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