§ 4-38-1043 — Approval of conversion

(a) A plan of conversion is not effective unless it has been approved: (1) by a domestic converting limited liability company, by all the members of the limited liability company entitled to vote on or consent to any matter; and (2) in a record, by each member of a domestic converting limited liability company which will have interest holder liability for debts, obligations, and other liabilities that are incurred after the conversion becomes effective, unless: (A) the operating agreement of the company provides in a record for the approval of a conversion or a merger in which some or all of its members become subject to interest holder liability by the affirmative vote or consent of fewer than all the members; and (B) the member voted for or consented in a record to that provision of the operating agreement or became a member after the adoption of that provision. (b) A conversion involving a domestic converting entity that is not a limited liability company is not effective unless it is approved by the domestic converting entity in accordance with its organic law. (c) A conversion of a foreign converting entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of formation.

Legislative History

Added by Act 2021, No. 1041,§ 26, eff. 7/28/2021.