Current through L. 2024, ch. 202
Section 10-1817 - Merger, interest exchange, conversion, domestication or division; definitionsA. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. For the purposes of this subsection:1. References in chapters 11 and 13 of this title to:(a) "Directors" are deemed references to managers.(b) "Shares" are deemed references to capital units.(c) "Shareholders" are deemed references to investors.2. References in title 29, chapter 6 to: (a) "Governors" are deemed references to managers.(b) "Interest holders" are deemed references to investors.(c) "Interests" are deemed references to capital units.B. A plan of merger must be approved by all of the investors.C. A plan of conversion must be approved by at least two-thirds of the investors.D. A plan of interest exchange, domestication or division must be approved by a majority of the investors.E. If a domestic close corporation is to be created in a merger, a conversion, a domestication or a division, the number of investors in the corporation on the effective date of the transaction may not exceed ten investors.F. For the purposes of this section:1. "Conversion" means a transaction authorized by title 29, chapter 6, article 4.2. "Division" means a transaction authorized by title 29, chapter 6, article 6.3. "Domestication" means a transaction authorized by title 29, chapter 6, article 5.4. "Interest exchange" means a transaction authorized by title 29, chapter 6, article 3.5. "Merger" means a transaction authorized by title 29, chapter 6, article 2.Amended by L. 2014, ch. 193,s. 13, eff. 12/31/2014.Amended by L. 2014, ch. 193,s. 12, eff. 12/31/2014.