Sec. 37-36. Restrictions on approval of mergers.

116 words·~1 min read·/il/chapter-805/act-180/37-36

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

(a)If a member of a merging limited liability company will have personal liability with respect to a surviving organization, approval or amendment of a plan of merger is ineffective without the consent of the member, unless:

(1)the company's operating agreement provides for approval of a merger 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.