State Codes and Statutes

State Codes and Statutes

Statutes > Nebraska > Chapter21 > 21-183

21-183. Restrictions on approval of mergers,conversions, and domestications.(ULLCA 1014) (a) If a member of a constituent, converting,or domesticating limited liability company will have personal liability withrespect to a surviving, converted, or domesticated organization, approvalor amendment of a plan of merger, conversion, or domestication are ineffectivewithout the consent of the member, unless:(1) the company's operatingagreement provides for approval of a merger, conversion, or domesticationwith the consent of fewer than all the members; and(2) the member has consented tothe provision of the operating agreement.(b) A member does not give the consent required bysubsection (a) of this section merely by consenting to a provision of theoperating agreement that permits the operating agreement to be amended withthe consent of fewer than all the members. SourceLaws 2010, LB888, § 83.Operative Date: January 1, 2011