2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 89 - Limited Liability Companies
8962 - Proposal and adoption of plan of division.

     § 8962.  Proposal and adoption of plan of division.
        (a)  Preparation of plan.--A plan of division shall be
     prepared, setting forth:
            (1)  The terms and conditions of the division, including
        the manner and basis of:
                (i)  The reclassification of the membership interests
            of the surviving company, if there be one, and, if any of
            the membership interests of the dividing company are not
            to be converted solely into membership interests or other
            securities or obligations of one or more of the resulting
            companies, the membership interests or other securities
            or obligations of any other person or cash, property or
            rights that the holders of such membership interests are
            to receive in exchange for or upon conversion of such
            membership interests, and the surrender of any
            certificates evidencing them, which securities or
            obligations, if any, of any other person or cash,
            property or rights may be in addition to or in lieu of
            membership interests or other securities or obligations
            of one or more of the resulting companies.
                (ii)  The disposition of the membership interests and
            other securities or obligations, if any, of the new
            company or companies resulting from the division.
            (2)  A statement that the dividing company will or will
        not survive the division.
            (3)  Any changes desired to be made in the certificate of
        organization of the surviving company, if there be one,
        including a restatement of the certificate.
            (4)  The certificates of organization required by
        subsection (c).
            (5)  Such other provisions as are deemed desirable.
        (b)  Reference to outside facts.--Any of the terms of the
     plan may be made dependent upon facts ascertainable outside of
     the plan if the manner in which the facts will operate upon the
     terms of the plan is set forth in the plan. Such facts may
     include, without limitation, actions or events within the
     control of or determinations made by the dividing limited
     liability company or a representative of the dividing limited
     liability company.
        (c)  Certificates of organization of new companies.--There
     shall be included in or annexed to the plan of division:
            (1)  Certificates of organization, which shall contain
        all of the statements required by this chapter to be set
        forth in a restated certificate, for each of the new domestic
        limited liability companies, if any, resulting from the
        division.
            (2)  Certificates of organization or other organizational
        documents for each of the new foreign limited liability
        companies, if any, resulting from the division.
        (d)  Proposal and adoption.--Except as otherwise provided in
     section 8963 (relating to division without member approval), the
     plan of division shall be proposed and adopted and may be
     amended after its adoption and terminated by a domestic limited
     liability company in the manner provided for the proposal,
     adoption, amendment and termination of a plan of merger in
     Subchapter G (relating to mergers and consolidations) or, if the
     dividing company is a foreign limited liability company, in
     accordance with the laws of the jurisdiction in which it is
     organized.
        (e)  Action by holders of indebtedness.--(Repealed).
     (June 22, 2001, P.L.418, No.34, eff. 60 days)

        2001 Amendment.  Act 34 amended subsec. (b) and repealed
     subsec. (e).