Today's Law As Amended

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SB-324 Corporations: mergers: tax liabilities.(2001-2002)



SECTION 1.

 Section 1107.5 of the Corporations Code is amended to read:

1107.5.
 (a) Upon merger pursuant to this chapter, a surviving domestic or foreign corporation or other business entity shall be deemed to have assumed the liability of each disappearing domestic or foreign corporation or other business entity that is taxed under Part 10 (commencing with Section 17001) of, or under Part 11 (commencing with Section 23001) of, Division 2 of the Revenue and Taxation Code for the following:
(1) (a)  To  Upon merger pursuant to this chapter, a surviving corporation shall assume the liability of a domestic disappearing corporation (1) to  prepare and file, or to cause to be prepared and filed, tax and information returns otherwise required of that disappearing entity as specified in Chapter 2  the domestic disappearing corporation under the Bank and Corporation Tax Law (Part 11  (commencing with Section 18501) of Part 10.2 of  23001) of  Division 2 of the Revenue and Taxation Code. Code) and (2) to pay any tax liability determined to be due. 
(2) To pay any tax liability determined to be due.
(b) If the surviving entity Notwithstanding Sections 1103, 1108, and 1110 of this code and Section 23334 of the Revenue and Taxation Code, if the surviving corporation  is a domestic limited liability company, domestic corporation, or registered limited liability partnership or a foreign limited liability company, foreign limited liability partnership, or foreign corporation that is registered or  corporation or a foreign corporation  qualified to do business in California, the Secretary of State shall file the merger without the certificate of satisfaction of the Franchise Tax Board and shall  notify the Franchise Tax Board of the merger.