§1641. Merger 1. Merger requirements. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 1642 to 1644 and a plan of merger, if: A. The governing statute of each of the other organizations authorizes the merger; [PL 2009, c. 629, Pt. A, §2 (NEW); […]
§1642. Action on plan of merger by constituent limited liability company 1. Consent by constituent members. A plan of merger must be consented to by all the members of a constituent limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 2. Amend plan; abandon […]
§1643. Filings required for merger; effective date 1. Signature on statement of merger. After each constituent organization has approved the plan of merger, a statement of merger must be signed on behalf of: A. Each constituent limited liability company, as provided in section 1676, subsection 1; and [PL 2009, c. 629, Pt. A, […]
§1644. Effect of merger 1. Effect of merger. When a merger becomes effective: A. The surviving organization continues or comes into existence; [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] B. Each constituent organization that merges into the surviving organization ceases to exist as a […]
§1645. Conversion 1. Conversion. An organization other than a limited liability company, including but not limited to a foreign organization, may convert to a limited liability company, and a limited liability company may convert to an organization other than a limited liability company pursuant to this section, sections 1646 to 1648 and a plan of […]
§1646. Action on plan of conversion by converting limited liability company 1. Consent. A plan of conversion must be consented to by all the members of a converting limited liability company. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 2. Amend or abandon. After a conversion […]
§1647. Filings required for conversion; effective date 1. After conversion approved. After a plan of conversion is approved: A. A converting limited liability company shall deliver to the office of the Secretary of State for filing a statement of conversion, which must be signed as provided in section 1676, subsection 1 and must include: […]
§1648. Effect of conversion 1. Same organization. An organization that has been converted pursuant to this subchapter is for all purposes the same entity that existed before the conversion. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] 2. Effect of conversion. When a conversion takes effect: […]
§1649. Restrictions on approval of mergers and conversions 1. Written consent. If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member’s written consent to that […]
§1650. Subchapter not exclusive This subchapter does not preclude an entity from being merged or converted under law other than this chapter. [PL 2009, c. 629, Pt. A, §2 (NEW); PL 2009, c. 629, Pt. A, §3 (AFF).] SECTION HISTORY PL 2009, c. 629, Pt. A, §2 (NEW). PL 2009, c. 629, Pt. A, […]
