South Dakota Statutes
§ 47-34A-914 — Restrictions on approval of mergers, conversions, and domestications.
(a)If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, converted, or domesticated organization, approval or amendment of a plan of merger, conversion, or domestication is ineffective without the consent of the member, unless:
(1)The company's operating agreement provides for approval of a merger, conversion, or domestication 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.
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South Dakota § 47-34A-914 (Restrictions on approval of mergers, conversions, and domestications.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.
Legislative History
SL 2013, ch 233, § 28.
Nearby Sections
15
§ 47-1-1
Repealed§ 47-1-3
Repealed§ 47-10-1
Purposes of corporations.§ 47-10-10
Incorporators.§ 47-10-11
Directors--Number and term of office.§ 47-10-13
Accumulation of surplus--Use of surplus.§ 47-10-14
Persons authorized to hold common stock.§ 47-10-18
Nonstockholder members--Duty to lend.§ 47-10-2
Powers of corporations.