(a) A plan of merger is not effective unless it has been approved:
(1) By a domestic merging entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or (B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic merging entity that shall have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of such entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.
(b) A merger involving a foreign merging entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.
(P.A. 11-241, S. 12.)
History: P.A. 11-241 effective January 1, 2014.
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