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Division without member approval - 15 Pa. Cons. Stat. § 8963

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     § 8963.  Division without member approval.
        Unless otherwise required by a written provision of the
     operating agreement, a plan of division that does not alter the
     state of organization of a limited liability company that is
     managed by one or more managers nor amend in any respect the
     provisions of its certificate of organization or operating
     agreement (except amendments which may be made without action by
     the members) shall not require the approval of the members of
     the company if:
            (1)  the dividing company has only one class of
        membership interests outstanding and the membership interests
        and other securities, if any, of each company resulting from
        the plan are distributed pro rata to the members of the
        dividing company;
            (2)  the dividing company survives the division and all
        the membership interests and other securities and
        obligations, if any, of all new companies resulting from the
        plan are owned solely by the surviving company; or
            (3)  the transfers of assets effected by the division, if
        effected by means of a sale, lease, exchange or other
        disposition, would not require the approval of the members.

        Cross References.  Section 8963 is referred to in section
     8962 of this title.

Last modified: November 27, 2007