§ 7-16-61. Approval of merger or consolidation.
(a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by
this section:
(1) A limited liability company party to a proposed merger or consolidation shall have
the plan of merger or consolidation authorized and approved in the manner and by the
vote required by § 7-16-21;
(2) A domestic corporation party to a proposed merger or consolidation shall have the
plan of merger or consolidation authorized and approved
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§ 7-16-61. Approval of merger or consolidation.
(a) A proposed plan of merger or consolidation complying with the requirements of § 7-16-60 shall be approved by the domestic constituent entities in the manner provided by
this section:
(1) A limited liability company party to a proposed merger or consolidation shall have
the plan of merger or consolidation authorized and approved in the manner and by the
vote required by § 7-16-21;
(2) A domestic corporation party to a proposed merger or consolidation shall have the
plan of merger or consolidation authorized and approved in the manner and by the vote
required by the laws of this state for mergers of corporations with other corporations;
(3) A domestic limited partnership party to a proposed merger or consolidation shall have
the plan of merger or consolidation, unless otherwise provided in the limited partnership
agreement, authorized and approved in the manner and by the vote required by the laws
of this state for mergers or consolidations of a domestic limited partnership with
other limited partnerships or other business entities.
(b) After a merger or consolidation is authorized, unless the plan of merger or consolidation
provides otherwise, and at any time before articles of merger or consolidation are
filed under § 7-16-62, the plan of merger or consolidation may be abandoned, subject to any contractual
rights, in accordance with the procedure set forth in the plan of merger or consolidation
or, if none is set forth, as follows:
(1) By the unanimous consent of the members of each limited liability company that is
a constituent entity, unless the operating agreement of the limited liability company
provides otherwise;
(2) By the vote of the board of directors of any corporation that is a constituent entity;
(3) By the approval of all general partners and all limited partners of any limited partnership
that is a constituent entity unless the limited partnership agreement provides otherwise.