Approval of plan of merger, conversion or exchange for domestic limited-liability company.
1. Unless otherwise provided in the articles of organization or an operating agreement:
(a) A plan of merger, conversion or exchange involving a domestic limited-liability company must be approved by members who own a majority of the interests in the current profits of the company then owned by all of the members; and
(b) If the company has more than one class of members, the plan of merger, conversion or exchange must be approved by those members who own a majority of the interests in the current profits of the company then owned by the members in each class.
2. If any manager or member of a domestic limited-liability company, which will be the constituent entity in a conversion, will have any liability for the obligations of the resulting entity after the conversion because he will be the owner of an owner’s interest in the resulting entity, then that manager or member must also approve the plan of conversion.
Last modified: February 26, 2006