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MI SB0929

Bill

Status

Passed

12/31/2014

Primary Sponsor

Steven Bieda

Click for details

Origin

Senate

97th Legislature

AI Summary

  • Allows one or more domestic limited liability companies to merge with one or more business organizations, including foreign limited liability companies, corporations, partnerships, and nonprofit corporations, provided all entities comply with their respective jurisdictional laws.

  • Requires constituent domestic limited liability companies to prepare a plan of merger containing details of the merger terms, conversion of ownership interests, and any amendments to the surviving entity's articles of organization.

  • Requires unanimous approval by members of constituent domestic limited liability companies to approve a merger plan, unless the operating agreement provides for approval by a lower vote threshold.

  • Allows dissenting members who voted against a merger approved by less than unanimous vote to withdraw and receive fair value of their membership interest within a reasonable time.

  • Upon merger effectiveness, the surviving entity receives all property, rights, and liabilities of constituent entities, and pending proceedings may continue against the surviving entity.

  • Takes effect only upon enactment of Senate Bills 623 and 624 of the 97th Legislature.

Legislative Description

Businesses; limited liability companies; mergers and conversions involving nonprofit corporations; allow. Amends sec. 705a of 1993 PA 23 (MCL 450.4705a). TIE BAR WITH: SB 0623'13, SB 0624'13

Businesses, nonprofit corporations

Last Action

Assigned Pa 0559'14 With Immediate Effect

12/31/2014

Committee Referrals

Commerce5/28/2014
Economic Development5/7/2014

Full Bill Text

No bill text available