29-2603. Approval of division

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A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

A. A plan of division is not effective unless it has been approved both:

1. By a domestic dividing entity:

(a)In accordance with the requirements, if any, in its governing statute and organizational documents for approval of a division.

(b)If neither its governing statute nor its organizational documents provide for approval of a division, in accordance with the requirements, if any, in its governing statute or organizational documents for approval of a merger between unaffiliated entries, as if the division were a merger.

(c)If neither its governing statute nor its organizational documents provide for approval of a division or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter or, if there are no such interest holders, by all of the governors of the entity.

2. In a record by each interest holder of a domestic dividing entity that will have interest holder liability for obligations that arise after the division becomes effective, unless both:

(a)The organizational documents of the entity expressly provide in a record for the approval of a division or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders.

(b)The interest holder voted for or consented in a record to that provision of the organizational documents or became an interest holder after the adoption of that provision.

B. A division of a foreign entity is not effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.