Current with legislation from 2024 received as of August 15, 2024.
Section 1706.73 - Merger or conversion consent if personal liability will attach(A) If a member of a constituent or converting limited liability company will have personal liability with respect to a surviving or converted entity, approval or amendment of a plan of merger or a declaration of conversion are ineffective without the consent of the member, unless both of the following conditions are met: (1) The limited liability company's operating agreement provides for approval of a merger or conversion with the consent of fewer than all the members.(2) The member has consented to the provision of the operating agreement described in division (A)(1) of this section.(B) A member does not give the consent required by division (A) of this section merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.Added by 133rd General Assembly, SB 276,§1, eff. 4/12/2021.