(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.
Structure Code of Alabama
Title 10A - Alabama Business and Nonprofit Entities Code.
Chapter 5A - Alabama Limited Liability Company Law of 2014.
Article 10 - Conversions and Mergers.
Section 10A-5A-10.01 - Conversion.
Section 10A-5A-10.02 - Action on Plan of Conversion by Converting Limited Liability Company.
Section 10A-5A-10.03 - Filings Required for Conversion; Effective Date.
Section 10A-5A-10.04 - Effect of Conversion.
Section 10A-5A-10.05 - Merger.
Section 10A-5A-10.06 - Action on Plan of Merger by Constituent Limited Liability Company.
Section 10A-5A-10.07 - Filings Required for Merger; Effective Date.
Section 10A-5A-10.08 - Effect of Merger.
Section 10A-5A-10.09 - Restrictions on Approval of Mergers and Conversions.