10-1817. Merger, interest exchange, conversion, domestication or division; definitions
A. 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.
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