BILL NUMBER: SB 324	CHAPTERED  07/09/01

	CHAPTER  50
	FILED WITH SECRETARY OF STATE  JULY 9, 2001
	APPROVED BY GOVERNOR  JULY 6, 2001
	PASSED THE ASSEMBLY  JUNE 25, 2001
	PASSED THE SENATE  APRIL 26, 2001
	AMENDED IN SENATE  APRIL 2, 2001

INTRODUCED BY   Senator Ackerman

                        FEBRUARY 20, 2001

   An act to amend Section 1107.5 of the Corporations Code, relating
to corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   SB 324, Ackerman.  Corporations:  mergers:  tax liabilities.
   Existing law governs the merger of corporations, and generally
requires the surviving corporation to assume the liability of the
disappearing corporation relative to taxes due under the Bank and
Corporation Tax Law.  Existing law also generally requires the
Franchise Tax Board to provide a certificate of satisfaction to the
Secretary of State in order for the merger to be filed by the
Secretary of State.  However, if the articles of incorporation of a
domestic disappearing corporation were filed 60 days or less prior to
the date of filing of the merger and the surviving corporation is a
domestic corporation, the Secretary of State is required to file the
merger without the certificate of satisfaction and is required to
notify the Franchise Tax Board of the merger.
   This bill would extend the operation of this provision to all
cases in which the surviving corporation is a domestic corporation,
or a foreign corporation qualified to do business in California.



THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:


  SECTION 1.  Section 1107.5 of the Corporations Code is amended to
read:
   1107.5.  (a) 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 the domestic
disappearing corporation under the Bank and Corporation Tax Law
(Part 11 (commencing with Section 23001) of Division 2 of the Revenue
and Taxation Code) and (2) to pay any tax liability determined to be
due.
   (b) 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 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.