Alabama Code (Last Updated: November 28, 2014) |
Title10A ALABAMA BUSINESS AND NONPROFIT ENTITIES CODE. |
Chapter5A. LIMITED LIABILITY COMPANIES. |
Article10. Conversions and Mergers. |
§10A-5A-10.09. Restrictions on approval of mergers and conversions. T
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(a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's consent to the plan.
(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.