Corporations Code Section 1152

Compiled September, 2024

Our review of the annotated history reveals the following legislative history (every “c.” below represents a separate legislative bill):

Added: 2002, c. 480 (S.B.399)
Amended:
•  2006, c. 495 (A.B.339) – in subd. (g), inserted “or 15901.11”
•  2011, c. 740 (S.B.201) – in subd. (b), in the third sentence, inserted “, or a greater vote if required in the articles,” and “(Section 152)”; inserted subd. (d); and redesignated former subds. (d) to (g) as subds. (e) to (h).
•  2012, c. 419 (S.B.323) – in subd. (h), in the first sentence, substituted “Section 15901.11” for “Section 15614 or 15901.11”, and substituted “Section 17701.13” for “Section 17057”
•  2014, c. 694 (S.B.1301) – deleted subd. (d); and redesignated former subds. (e) through (h) as (d) through (g)
•  2022, c. 237 (S.B.49) – in subd. (a), inserted “, foreign other business entity, or foreign corporation”; in subd. (a)(2), substituted “name, form, and jurisdiction of organization of the converted entity” for “jurisdiction of the organization of the converted entity and the name of the converted entity”; in subd. (a)(4), inserted “if the converted entity is a partnership, the articles of organization” and “certificate of formation and operating agreement if the converted entity is a”, and substituted “, or the articles or certificate of incorporation if the converted entity is a corporation,” for “articles of organization and operating agreement,”; in subd. (c), inserted “a foreign general or limited partnership or” and “or a foreign limited liability company”; in subd. (d), in the first sentence, deleted “or not” following “whether”; and, in subd. (g), rewrote the first sentence, which had read, “The converted entity shall keep the plan of conversion at (1) the principal place of business of the converted entity if the converted entity is a domestic partnership or (2) at the office at which records are to be kept under Section 15901.11 if the converted entity is a domestic limited partnership or at the office at which records are to be kept under Section 17701.13 if the converted entity is a domestic limited liability company.”.

Six bills affected this section.

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