31 §742. Approval of merger or consolidation (WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
Title 31: PARTNERSHIPS AND ASSOCIATIONS
Chapter 13: LIMITED LIABILITY COMPANIES
Subchapter 12: MERGER AND CONSOLIDATION
§742. Approval of merger or consolidation
(CONTAINS TEXT WITH VARYING EFFECTIVE DATES)
(WHOLE SECTION TEXT EFFECTIVE UNTIL 7/1/11)
1. Majority approval required. Unless otherwise provided in writing in the operating agreement or in the articles of organization, a limited liability company that is a party to a proposed merger or consolidation must approve the merger or consolidation agreement by the consent of a majority in interest of the members or, if there is more than one class or group of members, by consent of a majority in interest of the members of each class or group. If, as a result of the merger or consolidation, one or more members of a domestic limited liability company would become subject to personal liability for the obligations or liabilities of any other person or entity, approval of the plan of merger or consolidation must require the execution by each such member of a separate written consent to become subject to such personal liability.
[ 1999, c. 638, §30 (AMD) .]
2. Manner of approval. Each limited liability company or other business entity that is a party to a proposed merger or consolidation pursuant to section 741-A shall approve the merger or consolidation in the manner and by the vote required by the laws applicable to such a business entity and, to the extent allowed under such laws, its governing documents.
[ 1999, c. 638, §30 (AMD) .]
3. Rights to abandon merger. Each limited liability company or other business entity that is a party to the merger or consolidation has those rights to abandon the merger or consolidation that are provided for in the merger or consolidation agreement or the laws applicable to the business entity.
[ 1999, c. 638, §30 (AMD) .]
SECTION HISTORY
1993, c. 718, §A1 (NEW). 1999, c. 638, §30 (AMD). 2009, c. 629, Pt. A, §1 (RP). 2009, c. 629, Pt. A, §3 (AFF).