Corporations Code section 12410

(a)

Unless the articles or bylaws otherwise provide:

(1)

No member may transfer a membership or any right arising therefrom; and

(2)

Subject to the provisions of subdivision (b), Section 12422, and Section 12445, all rights as a member of the corporation cease upon the member’s death or dissolution or the dissolution of a member which is a business entity.

(b)

The articles or bylaws may provide for, or may authorize the board to provide for, the transfer of memberships, or of memberships within any class or classes, with or without restriction or limitation, including transfer upon the death, dissolution, merger, or reorganization of a member.

(c)

Where transfer rights have been provided, no restriction of them shall be binding with respect to memberships issued prior to the adoption of the restriction, unless the holders of such memberships voted in favor of the restriction.

Source: Section 12410, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=12410.­ (accessed May 14, 2025).

Last Updated

May 12, 2025

§ 12410’s source at ca​.gov