Michigan Laws 450.4706 – Abandoning plan of merger; procedure
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(1) Unless a plan of merger provides otherwise, at any time before the effective date of a certificate of merger, the merger may be abandoned in accordance with the procedure set forth in the plan of merger or, if no procedure to abandon the merger is set forth in the plan of merger, by the unanimous vote of the members entitled to vote in each domestic limited liability company that is a constituent entity, unless an operating agreement of a domestic limited liability company provides otherwise.
(2) If a certificate of merger has been filed by a constituent domestic limited liability company, it shall file a certificate of abandonment within 10 days after the abandonment but not later than the effective date of the certificate of merger.
Terms Used In Michigan Laws 450.4706
- Constituent: means a party to a plan of merger, including the survivor. See Michigan Laws 450.4102
- domestic limited liability company: means an entity that is an unincorporated membership organization formed under this act. See Michigan Laws 450.4102
- Operating agreement: means a written agreement by the member of a limited liability company that has 1 member, or between all of the members of a limited liability company that has more than 1 member, pertaining to the affairs of the limited liability company and the conduct of its business. See Michigan Laws 450.4102
- Vote: means an affirmative vote, approval, or consent. See Michigan Laws 450.4102