§ 10.1817

10-1817. Merger, interest exchange, conversion, domestication or division; definitions A. A domestic close corporation may be a party to or otherwise undertake a merger, an interest exchange, a conversion, a domestication or a division by complying with chapters 11 and 13 of this title and title 29, chapter 6. For the purposes of this subsection: 1. References in chapters 11 and 13 of this title to: (a) ' Directors' are deemed references to managers. (b) ' Shares' are deemed references to capital units. (c) ' Shareholders' are deemed references to investors. 2. References in title 29, chapter 6 to: (a) ' Governors' are deemed references to managers. (b) ' Interest holders' are deemed references to investors. (c) ' Interests' are deemed references to capital units. B. A plan of merger must be approved by all of the investors. C. A plan of conversion must be approved by at least two-thirds of the investors. D. A plan of interest exchange, domestication or division must be approved by a majority of the investors. E. If a domestic close corporation is to be created in a merger, a conversion, a domestication or a division, the number of investors in the corporation on the effective

a majority of the investors. E. If a domestic close corporation is to be created in a merger, a conversion, a domestication or a division, the number of investors in the corporation on the effective date of the transaction may not exceed ten investors. F. For the purposes of this section: 1. ' Conversion' means a transaction authorized by title 29, chapter 6, article 4. 2. ' Division' means a transaction authorized by title 29, chapter 6, article 6. 3. ' Domestication' means a transaction authorized by title 29, chapter 6, article 5. 4. ' Interest exchange' means a transaction authorized by title 29, chapter 6, article 3. 5. ' Merger' means a transaction authorized by title 29, chapter 6, article 2.