In the case of a limited liability company that is a party to a merger:
(a) Unless otherwise provided in the certificate of formation or limited liability company agreement, the plan of merger must be adopted by the members.
(b) Unless the plan of merger is not required to be approved by the members, the limited liability company must notify each member and each owner of a limited liability company interest, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the limited liability company is to be merged into an existing entity, the notice shall also include or be accompanied by a copy or summary of the organizational documents of that entity. If the limited liability company is to be merged into an entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the organizational documents of the new entity.
(c) Unless otherwise provided in the certificate of formation or limited liability company agreement, approval of the plan of merger requires the approval of at least a majority of the votes entitled to be cast on the plan, and, if any class or series of interests is entitled to vote as a separate group on the plan of merger, the approval of at least a majority of the votes entitled to be cast on the merger by that voting group.
(d) Unless otherwise provided in the certificate of formation or limited liability company agreement, separate voting by voting groups is required:
(i) On a plan of merger, by each class or series of interests that (A) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing, or (B) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of formation or limited liability company agreement, would require action by separate voting groups under the certificate of formation or limited liability company agreement;
(ii) On a plan of merger, if the voting group is entitled under the certificate of formation or limited liability company agreement, to vote as a voting group to approve a plan of merger.
(e) If as a result of a merger one or more members or owners of a limited liability company interest of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any entity, approval of the plan of merger shall require the execution, by each such member and owner of a limited liability company interest, of a separate written consent to become subject to such personal liability.
Sources: Laws, 2000, ch. 469, § 45, eff from and after July 1, 2000.
In the case of a limited liability company that is a party to a merger:
(a) Unless otherwise provided in the certificate of formation or limited liability company agreement, the plan of merger must be adopted by the members.
(b) Unless the plan of merger is not required to be approved by the members, the limited liability company must notify each member and each owner of a limited liability company interest, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the limited liability company is to be merged into an existing entity, the notice shall also include or be accompanied by a copy or summary of the organizational documents of that entity. If the limited liability company is to be merged into an entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the organizational documents of the new entity.
(c) Unless otherwise provided in the certificate of formation or limited liability company agreement, approval of the plan of merger requires the approval of at least a majority of the votes entitled to be cast on the plan, and, if any class or series of interests is entitled to vote as a separate group on the plan of merger, the approval of at least a majority of the votes entitled to be cast on the merger by that voting group.
(d) Unless otherwise provided in the certificate of formation or limited liability company agreement, separate voting by voting groups is required:
(i) On a plan of merger, by each class or series of interests that (A) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing, or (B) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of formation or limited liability company agreement, would require action by separate voting groups under the certificate of formation or limited liability company agreement;
(ii) On a plan of merger, if the voting group is entitled under the certificate of formation or limited liability company agreement, to vote as a voting group to approve a plan of merger.
(e) If as a result of a merger one or more members or owners of a limited liability company interest of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any entity, approval of the plan of merger shall require the execution, by each such member and owner of a limited liability company interest, of a separate written consent to become subject to such personal liability.
Sources: Laws, 2000, ch. 469, § 45, eff from and after July 1, 2000.
In the case of a limited liability company that is a party to a merger:
(a) Unless otherwise provided in the certificate of formation or limited liability company agreement, the plan of merger must be adopted by the members.
(b) Unless the plan of merger is not required to be approved by the members, the limited liability company must notify each member and each owner of a limited liability company interest, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. If the limited liability company is to be merged into an existing entity, the notice shall also include or be accompanied by a copy or summary of the organizational documents of that entity. If the limited liability company is to be merged into an entity that is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the organizational documents of the new entity.
(c) Unless otherwise provided in the certificate of formation or limited liability company agreement, approval of the plan of merger requires the approval of at least a majority of the votes entitled to be cast on the plan, and, if any class or series of interests is entitled to vote as a separate group on the plan of merger, the approval of at least a majority of the votes entitled to be cast on the merger by that voting group.
(d) Unless otherwise provided in the certificate of formation or limited liability company agreement, separate voting by voting groups is required:
(i) On a plan of merger, by each class or series of interests that (A) are to be converted, pursuant to the provisions of the plan of merger, into shares or other securities, interests, obligations, rights to acquire interests or other securities, cash, other property, or any combination of the foregoing, or (B) would have a right to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the certificate of formation or limited liability company agreement, would require action by separate voting groups under the certificate of formation or limited liability company agreement;
(ii) On a plan of merger, if the voting group is entitled under the certificate of formation or limited liability company agreement, to vote as a voting group to approve a plan of merger.
(e) If as a result of a merger one or more members or owners of a limited liability company interest of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any entity, approval of the plan of merger shall require the execution, by each such member and owner of a limited liability company interest, of a separate written consent to become subject to such personal liability.
Sources: Laws, 2000, ch. 469, § 45, eff from and after July 1, 2000.
