2020 Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Limited Liability Companies.
Article 10 - Conversions and Mergers.
Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions.
Restrictions on approval of mergers and conversions.
(a) If a member of a converting or constituent limited liability company will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or plan of merger are ineffective without that member's consent to the plan.
(b) A member does not give the consent required by subsection (a) merely by consenting to a provision of the limited liability company agreement that permits the limited liability company agreement to be amended with the consent of fewer than all the members.
(Act 2014-144, p. 265, §1.)