Section 47-34A-914 – Restrictions on approval of mergers, conversions, and domestications.
47-34A-914. Restrictions on approval of mergers, conversions, and domestications. (a) 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: […]
Section 47-34A-915 – Article not exclusive.
47-34A-915. Article not exclusive. The proceedings authorized under §§47-34A-901 to 47-34A-914, inclusive, do not preclude an entity from being merged, converted, or domesticated under law other than these provisions. Source: SL 2013, ch 233, §29.
Section 47-34A-1001 – Law governing foreign limited liability companies.
47-34A-1001. Law governing foreign limited liability companies. (a) The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1)The internal affairs of the company; and (2)The liability of a member as member and a manager as manager for the debts, obligations, or other liabilities of the company. […]
Section 47-34A-907 – Action on plan of conversion by converting limited liability company.
47-34A-907. Action on plan of conversion by converting limited liability company. (a) Subject to §47-34A-914, a plan of conversion must be consented to by all the members of a converting limited liability company. (b) Subject to §47-34A-914 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are […]
Section 47-34A-908 – Filings required for conversion–Effective date.
47-34A-908. Filings required for conversion–Effective date. (a) After a plan of conversion is approved: (1)A converting limited liability company shall deliver to the secretary of state for filing articles of conversion, which must be signed as provided in §47-34A-205 and must include: (A)A statement that the limited liability company has been converted into another organization; […]
Section 47-34A-909 – Effect of conversion.
47-34A-909. Effect of conversion. (a) An organization that has been converted pursuant to this Article is for all purposes the same entity that existed before the conversion. (b) When a conversion takes effect: (1)All property owned by the converting organization remains vested in the converted organization; (2)All debts, obligations, or other liabilities of the converting […]
Section 47-34A-910 – Domestication.
47-34A-910. Domestication. (a) A foreign limited liability company may become a limited liability company pursuant to §§47-34A-911 to 47-34A-913, inclusive, and a plan of domestication, if: (1)The foreign limited liability company’s governing statute authorizes the domestication; (2)The domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3)The foreign […]
Section 47-34A-911 – Action on plan of domestication by domesticating limited liability company.
47-34A-911. Action on plan of domestication by domesticating limited liability company. (a) A plan of domestication must be consented to: (1)By all the members, subject to §47-34A-912, if the domesticating company is a limited liability company; and (2)As provided in the domesticating company’s governing statute, if the company is a foreign limited liability company. (b) […]
Section 47-34A-912 – Filings required for domestication–Effective date.
47-34A-912. Filings required for domestication–Effective date. (a)After a plan of domestication is approved, a domesticating company shall deliver to the secretary of state for filing articles of domestication, which must include: (1)A statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2)The name of the domesticating company […]
Section 47-34A-913 – Effect of domestication.
47-34A-913. Effect of domestication. (a) When a domestication takes effect: (1)The domesticated company is for all purposes the company that existed before the domestication; (2)All property owned by the domesticating company remains vested in the domesticated company; (3)All debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of […]