Corporations Code section 17711.11

A dissenting interest loses its status as a dissenting interest and the holder thereof ceases to be a dissenting member and ceases to be entitled to require the limited liability company to purchase the interest upon the happening of any of the following:

(a)

The limited liability company abandons the reorganization.
Upon abandonment of the reorganization, the limited liability company shall pay, on demand, to any dissenting member who has initiated proceeding in good faith under this article, all reasonable expenses incurred in such proceedings and reasonable attorney’s fees.

(b)

The interest is transferred prior to its submission for endorsement in accordance with Section 17711.04.

(c)

The dissenting member and the limited liability company do not agree upon the status of the interest as a dissenting interest or upon the purchase price of the dissenting interest, and neither files a complaint nor intervenes in a pending action, as provided in Section 17711.06, within six months after the date upon which notice of the approval of the reorganization by the requisite vote or consent of members was mailed to the member.

(d)

The dissenting member, with the consent of the limited liability company, withdraws the member’s demand for purchase of the dissenting interest.

Source: Section 17711.11, https://leginfo.­legislature.­ca.­gov/faces/codes_displaySection.­xhtml?lawCode=CORP§ionNum=17711.­11.­ (accessed Apr. 24, 2025).

Last Updated

Apr. 24, 2025

§ 17711.11’s source at ca​.gov