§747. Approval of conversion of limited liability company or other business entity
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
A limited liability company may convert to another business entity, as described in section 746, other than a limited liability company, upon the authorization of the conversion in accordance with this section and to the extent authorized by and in accordance with applicable statutes to convert to any other business entity. If the operating agreement specifies the manner of authorizing a conversion of the limited liability company, the conversion is authorized as specified in the provisions of the operating agreement, as long as the provisions do not explicitly exclude conversions. If the operating agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion, the conversion is authorized in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the operating agreement does not specify the manner of converting a limited liability company or the merger or consolidation of the limited liability company, the conversion is authorized in the same manner as is specified in section 742 authorizing a merger or consolidation that involves the limited liability company that is a constituent party to the merger or consolidation. If, as a result of the conversion, one or more members of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of conversion must require the execution by each such member of a separate written consent to become subject to such personal liability. [1999, c. 638, §34 (NEW).]
SECTION HISTORY
1999, c. 638, §34 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
§747. Approval of conversion of limited liability company or other business entity
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
A limited liability company may convert to another business entity, as described in section 746, other than a limited liability company, upon the authorization of the conversion in accordance with this section and to the extent authorized by and in accordance with applicable statutes to convert to any other business entity. If the operating agreement specifies the manner of authorizing a conversion of the limited liability company, the conversion is authorized as specified in the provisions of the operating agreement, as long as the provisions do not explicitly exclude conversions. If the operating agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion, the conversion is authorized in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the operating agreement does not specify the manner of converting a limited liability company or the merger or consolidation of the limited liability company, the conversion is authorized in the same manner as is specified in section 742 authorizing a merger or consolidation that involves the limited liability company that is a constituent party to the merger or consolidation. If, as a result of the conversion, one or more members of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of conversion must require the execution by each such member of a separate written consent to become subject to such personal liability. [1999, c. 638, §34 (NEW).]
SECTION HISTORY
1999, c. 638, §34 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
§747. Approval of conversion of limited liability company or other business entity
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
A limited liability company may convert to another business entity, as described in section 746, other than a limited liability company, upon the authorization of the conversion in accordance with this section and to the extent authorized by and in accordance with applicable statutes to convert to any other business entity. If the operating agreement specifies the manner of authorizing a conversion of the limited liability company, the conversion is authorized as specified in the provisions of the operating agreement, as long as the provisions do not explicitly exclude conversions. If the operating agreement does not specify the manner of authorizing a conversion of the limited liability company and does not prohibit a conversion, the conversion is authorized in the same manner as is specified in the operating agreement for authorizing a merger or consolidation that involves the limited liability company as a constituent party to the merger or consolidation. If the operating agreement does not specify the manner of converting a limited liability company or the merger or consolidation of the limited liability company, the conversion is authorized in the same manner as is specified in section 742 authorizing a merger or consolidation that involves the limited liability company that is a constituent party to the merger or consolidation. If, as a result of the conversion, one or more members of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of conversion must require the execution by each such member of a separate written consent to become subject to such personal liability. [1999, c. 638, §34 (NEW).]
SECTION HISTORY
1999, c. 638, §34 (NEW). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).
