Laws, Regulations & Annotations

Business Taxes Law Guide – Revision 2014
 

Sales and Use Tax Annotations


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395.0000 OCCASIONAL SALES—SALE OF A BUSINESS—BUSINESS REORGANIZATION—Regulation 1595

Annotation 395.2120

(j) MERGERS AND REORGANIZATIONS

(1) Mergers

395.2120 Statutory Merger and Sale of Assets Distinguished. A statutory merger is a merger pursuant to section 1100 et seq. of the California Corporations Code or similar laws of other states. Upon the filing of the approved merger agreement with the Secretary of State (or the designated official in the other state), the transferor corporation ceases to exist and without other transfer its assets and liabilities become the assets and liabilities of the surviving corporation.

In a "sale" the transferor receives the consideration for the transfer of its assets and may, or may not, dissolve and distribute the consideration to its shareholders. 3/9/66; 5/12/88.