§ 4157. Subchapter not exclusive
§ 4157. Subchapter not exclusive This subchapter does not preclude an organization from being converted, merged, or domesticated under law other than this title. (Added 2015, No. 17, § 2.)
§ 4161. Election
§ 4161. Election A limited liability company organized pursuant to this title may elect to be a low-profit limited liability company if and for so long at it satisfies the requirements of section 4162 of this title. (Added 2015, No. 17, § 2.)
§ 4149. Action on plan of merger by constituent limited liability company
§ 4149. Action on plan of merger by constituent limited liability company (a) Subject to section 4156 of this title, a plan of merger shall be approved in accordance with the organizational documents of the constituent limited liability company, or, in the absence of a provision governing approval of a merger, by all the members […]
§ 4150. Filings required for merger; effective date
§ 4150. Filings required for merger; effective date (a) After each constituent organization has approved a merger, articles of merger shall be signed on behalf of: (1) each constituent limited liability company, as provided in subsection 4025(a) of this title; and (2) each other constituent organization, as provided in its governing statute. (b) Articles of […]
§ 4151. Effect of merger
§ 4151. Effect of merger (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) […]
§ 4152. Domestication
§ 4152. Domestication (a) A foreign limited liability company may become a limited liability company pursuant to this section, sections 4153 through 4155 of this title, 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 […]
§ 4153. Action on plan of domestication by domesticating limited liability company
§ 4153. Action on plan of domestication by domesticating limited liability company (a) A plan of domestication shall be consented to: (1) by all the members, subject to section 4156 of this title, if the domesticating company is a limited liability company; and (2) as provided in the domesticating company’s governing statute, if the company […]
§ 4135. Special litigation committee
§ 4135. Special litigation committee (a)(1) If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. (2) If the […]
§ 4136. Proceeds and expenses
§ 4136. Proceeds and expenses (a) Except as otherwise provided in subsection (b) of this section: (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and (2) if the plaintiff receives any proceeds, the plaintiff shall remit […]
§ 4141. Definitions
§ 4141. Definitions As used in this subchapter: (1) “Constituent limited liability company” means a constituent organization that is a limited liability company. (2) “Constituent organization” means an organization that is party to a merger. (3) “Conversion” means a transaction authorized by sections 4142 through 4147 of this title. (4) “Converted organization” means the converting […]