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Business Taxes Law Guide—Revision 2024
Sales and Use Tax Annotations
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395.0000 Occasional Sales—Sale of a Business—Business Reorganization—Regulation 1595
Annotation 395.2100
(j) Mergers and Reorganizations
(1) Mergers
395.2100 Mergers and Statutory Mergers. A transaction between two or more corporations that involves the sale of all of the assets of constituent corporation/s for stock in a continuing corporation and which is followed by dissolution and liquidation of the constituent corporation/s is not a statutory merger exempt from sales tax. Such transactions are corporate reorganizations within the meaning of section 23251(c) of the Revenue and Taxation Code, but are de facto mergers. An exempt statutory merger arises when provisions of Title 1, Division 1, Chapter 11, of the Corporations Code are followed. 12/8/64; 5/12/88.