Minnesota Statutes 322C.1015 – Restrictions On Approval of Mergers, Exchanges, Conversions, and Domestications
Subdivision 1.Personal liability of member.
If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:
Terms Used In Minnesota Statutes 322C.1015
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
(1) the company’s operating agreement provides for approval of a merger, exchange, 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.
Subd. 2.Consent.
A member does not give the consent required by subdivision 1 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.