489.1014 - RESTRICTIONS ON APPROVAL OF MERGERS, CONVERSIONS, AND DOMESTICATIONS.
489.1014 RESTRICTIONS ON APPROVAL OF MERGERS, CONVERSIONS, AND DOMESTICATIONS. 1. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless all of the following apply: a. The company's operating agreement provides for approval of a merger, conversion, or domestication with the consent of fewer than all the members. b. The member has consented to the provision of the operating agreement. 2. A member does not give the consent required by subsection 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
Section History: Recent Form 2008 Acts, ch 1162, §84, 155 Referred to in § 489.110, 489.1003, 489.1007, 489.1011