§ 37-36 — Restrictions on approval of mergers

(a) If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. (b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.

Legislative History

(Source: P.A. 99-637, eff. 7-1-17; 100-561, eff. 7-1-18 .)