California’s state legislature passed new laws clarifying corporate dissolutions during its 2017 session. One new law authorizes additional court-appointed parties to execute and file a certificate of dissolution in a bankruptcy reorganization. A second law clarifies that, in the case of an involuntary dissolution lawsuit, or in a proceeding for voluntary dissolution initiated by shareholder vote, a “contrary provision” in the articles only needs to be a reference to a separate written agreement between two or more shareholders on the purchase of shares; the articles do not have to set out the terms relating to the purchase of those shares.
These and other changes are captured in the 2018 Edition of California Laws Governing Business Entities, releasing this month from CSC®Publishing, in collaboration with LexisNexis. There is not a more comprehensive collection of annotated business entity statutes for the state of California.
The 2018 Edition is updated through the 2017 California legislative session, and includes over 25 amended or enacted sections in the Corporations Code and Code of Civil Procedure. A Table of Sections Affected and blackline amendment notes make it easy to quickly identify legislative changes. The book also contains regulations regarding the Commissioner of Corporations.
Over 35 new case annotations from Courts of Appeal, the Supreme Court and federal court decisions interpreting California law have been included in the 2018 edition. New cases are listed in the Table of New Annotations and marked with gray bars in the body of the book. The CD-ROM also includes five full-text cases concerning recent legal developments regarding attorney conflicts of interest, mutual benefit corporations, indemnity agreements, buyout value, and piercing the corporate veil.
The companion CD-ROM also contains more than 190 California state and county forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types. A listing of forms and contact information for California’s Secretary of State can be found in the book’s appendix.
California Laws Governing Business Entities is available as a softbound book or as an ebook, compatible with dedicated e-reader devices, computers, tablets and smartphones that use e-reader software or applications. It is also available on the LexisNexis Digital Library.
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