Sec. 34-180. Events of dissociation. (a) Subject to subsection (b) of section 34-173, a person ceases to be a member of a limited liability company upon the occurrence
of one or more of the following events: (1) The member withdraws by voluntary act
from the limited liability company as provided in subsection (c) of this section; (2) the
member ceases to be a member of the limited liability company as provided in section
34-172; (3) the member is removed as a member (A) in accordance with the operating
agreement, or (B) unless otherwise provided in writing in the operating agreement, when
the member assigns all of his interest in the limited liability company with the written
consent or by an affirmative vote of a majority in interest of the members who have
not assigned their interests; (4) unless otherwise provided in writing in the operating
agreement or by written consent of all members at the time, the member (A) makes an
assignment for the benefit of creditors, (B) files a voluntary petition in bankruptcy, (C)
is adjudicated a bankrupt or insolvent, (D) files a petition or answer seeking for himself
any reorganization, arrangement, composition, readjustment, liquidation, dissolution or
similar relief under any statute, law or regulation, (E) files an answer or other pleading
admitting or failing to contest the material allegations of a petition filed against him in
any proceeding of this nature, or (F) seeks, consents to or acquiesces in the appointment
of a trustee, receiver or liquidator of the member of all or any substantial part of his
properties; (5) unless otherwise provided in writing in the operating agreement, or by
written consent of all members at the time, one hundred twenty days after the commencement of any proceeding against the member seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any statute, law
or regulation, the proceeding has not been dismissed, or if within ninety days after the
appointment without his consent or acquiescence of a trustee, receiver or liquidator of
the member or of all or any substantial part of his properties, the appointment is not
vacated or stayed, or within ninety days after the expiration of any stay, the appointment
is not vacated; (6) unless otherwise provided in writing in the operating agreement, or
by written consent of all members at the time, in the case of a member who is an individual: (A) His death, or (B) the entry of an order by a court of competent jurisdiction
adjudicating him incompetent to manage his person or his estate; (7) unless otherwise
provided in writing in the operating agreement, or by written consent of all members
at the time, in the case of a member that is a trust or is acting as a member by virtue of
being a trustee of a trust, the termination of the trust, but not merely the substitution of
a new trustee; (8) unless otherwise provided in writing in the operating agreement, or
by written consent of all members at the time, in the case of a member that is a separate
limited liability company, the dissolution and commencement of winding up of the
separate limited liability company; (9) unless otherwise provided in writing in the operating agreement, or by written consent of all members at the time, in the case of a
member that is a corporation, the filing of a certificate of dissolution or the equivalent
for the corporation or the revocation of its charter and the lapse of ninety days after
notice to the corporation of revocation without reinstatement of its charter; (10) unless
otherwise provided in writing in the operating agreement, or by written consent of all
members at the time, in the case of a member that is an estate, the distribution by the
fiduciary of a member that is the estate's entire interest in the limited liability company;
or (11) where the limited liability company is formed to render professional services,
a member licensed or otherwise authorized to render professional services in this state
or any other jurisdiction ceases to be so licensed or authorized.
(b) The members may provide in writing in the operating agreement for other events
the occurrence of which result in a person ceasing to be a member of the limited liability
company.
(c) Unless the operating agreement provides in writing that a member has no power
to withdraw by voluntary act from a limited liability company, the member may do so
at any time by giving thirty days' written notice to the other members, or such other
notice as provided for in writing in the operating agreement. If the member has the
power to withdraw but the withdrawal is a breach of the operating agreement, or the
withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited
liability company may recover from the withdrawing member damages for breach of
the operating agreement or as a result of the wrongful conduct, including the reasonable
cost of obtaining replacement of the services the withdrawn member was obligated to
perform and may offset the damages against the amount otherwise distributable to such
member, in addition to pursuing any remedies provided for in the operating agreement
or otherwise available under applicable law. Unless otherwise provided in the operating
agreement, in the case of a limited liability company for a definite term or particular
undertaking, a withdrawal by a member before the expiration of that term or the completion of that undertaking is a breach of the operating agreement.
(P.A. 93-267, S. 41; P.A. 94-217, S. 19; P.A. 97-70, S. 8, 11.)
History: P.A. 94-217 amended Subsec. (a) to replace in Subdiv. (3)(b) "when the member assigns all of his interest in
the limited liability company, by an affirmative vote of a majority in number of the members who have not assigned their
interests" with "when the member assigns all of his interest in the limited liability company with the written consent or
by an affirmative vote of a majority in interest of the members who have not assigned their interests"; P.A. 97-70 amended
Subsec. (a) to make provisions subject to Subsec. (b) of Sec. 34-173, effective May 27, 1997.
Secs. 34-181 to 34-185. Reserved for future use.
PART IX
SUITS BY AND AGAINST COMPANY
Sec. 34-186. Suits by and against limited liability company. Suits may be
brought by or against a limited liability company in its own name.
(P.A. 93-267, S. 62.)
Sec. 34-187. Authority to sue on behalf of limited liability company. (a) Except
as otherwise provided in an operating agreement, suit on behalf of the limited liability
company may be brought in the name of the limited liability company by: (1) Any
member or members of a limited liability company, whether or not the articles of organization vest management of the limited liability company in one or more managers, who
are authorized to sue by the vote of a majority in interest of the members, unless the
vote of all members shall be required pursuant to subsection (b) of section 34-142; or
(2) any manager or managers of a limited liability company, if the articles of organization
vest management of the limited liability company in one or more managers, who are
authorized to sue by the vote required pursuant to section 34-142.
(b) In determining the vote required under section 34-142 for purposes of this section, the vote of any member or manager who has an interest in the outcome of the suit
that is adverse to the interest of the limited liability company shall be excluded.
(P.A. 93-267, S. 63; P.A. 94-217, S. 22.)
History: P.A. 94-217 amended Subsec. (a) to replace in Subdiv. (1) "the vote of more than one-half by number of
members" with "the vote of a majority in interest of the members".
Secs. 34-188 to 34-192. Reserved for future use.
PART X
MERGER, CONSOLIDATION AND CONVERSION
Sec. 34-193. Merger or consolidation. (a) Except as provided in subsection (b)
of this section, any one or more limited liability companies may merge or consolidate
with or into any one or more domestic or foreign limited liability companies or one or
more other entities formed or organized under the laws of this state or any other state
or any foreign country or other foreign jurisdiction, or any combination thereof, in a
manner provided in sections 34-194 and 34-195.
(b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections, a professional service corporation organized under chapter 594a or a partnership or limited liability partnership
organized under chapter 614, if such company, corporation or partnership is organized
to render the same professional service. A merger or consolidation of a limited liability
company organized under sections 34-100 to 34-242, inclusive, to render professional
services with any foreign limited liability company or foreign other entity is prohibited.
(P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4.)
History: P.A. 03-18 amended Subsec. (a) by adding provision re one or more other entities formed or organized under
the laws of this state or any foreign country or other foreign jurisdiction or combination thereof and amended Subsec. (b)
by replacing "formed" with "organized" and "shall merge" with "may merge", adding provisions re professional service
corporation organized under chapter 594a or partnership or limited liability partnership organized under chapter 614, re
limited liability company organized under Secs. 34-100 to 34-242, inclusive, to render professional services and re foreign
other entity, and making technical changes, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger
or consolidation with or into one or more "domestic or foreign" limited liability companies, effective May 10, 2004.
Sec. 34-194. Approval of merger or consolidation. (a) Unless otherwise provided in the articles of organization or the operating agreement, a proposed plan of
merger or consolidation complying with the requirements of section 34-195 shall be
authorized and approved by each limited liability company that is a party to a proposed
merger or consolidation by the affirmative vote of at least two-thirds in interest of the
members.
(b) After a merger or consolidation is authorized and approved, unless the plan of
merger or consolidation provides otherwise, and at any time before articles of merger
or consolidation as provided for in section 34-196 are filed, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the
procedure set forth in the plan of merger or consolidation or, if none is set forth, by the
unanimous consent of the members of each limited liability company that is a party to
the merger or consolidation, unless the operating agreement of any such limited liability
company provides otherwise.
(P.A. 93-267, S. 65; P.A. 94-217, S. 23; P.A. 03-18, S. 64.)
History: P.A. 94-217 amended Subsec. (a) to provide that approval be by the affirmative vote of at least two-thirds "in
interest" of the members; P.A. 03-18 amended Subsec. (a) by adding provision re the operating agreement, effective July
1, 2003.
Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company
or other entity that is a party to a proposed merger or consolidation shall enter into a
written plan of merger or consolidation, which shall be approved in accordance with
section 34-194.
(b) The plan of merger or consolidation shall set forth: (1) The name of each limited
liability company and other entity that is a party to the merger or consolidation and the
name of the survivor in a merger or the new limited liability company in a consolidation;
(2) the terms and conditions of the proposed merger or consolidation; (3) the manner
and basis of converting the interests in each limited liability company or other entity in
the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case
of a merger, such amendments to the organizational documents of the survivor as are
desired to be effected by the merger, or that no such changes are desired; (5) in the case
of a consolidation, all of the statements required to be set forth in the organizational
documents of the survivor; and (6) such other provisions relating to the proposed merger
or consolidation as are deemed necessary or desirable. If the merger or consolidation
involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan
of merger or consolidation under this section.
(P.A. 93-267, S. 66; P.A. 03-18, S. 65.)
History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding
provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability
company with references to survivor and references to articles of organization of the surviving or any new limited liability
company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003.
Sec. 34-196. Articles of merger or consolidation. (a) After a plan of merger or
consolidation is approved as provided in section 34-194, the survivor shall deliver to
the Secretary of the State for filing articles of merger or consolidation duly executed
by each limited liability company and other entity that is a party thereto setting forth:
(1) The name and jurisdiction of formation or organization of each limited liability
company and other entity; (2) the effective date of the merger or consolidation if later
than the date of filing of the articles of merger or consolidation; (3) the name of the
survivor; (4) a statement that the plan of merger or consolidation was duly authorized
and approved by each limited liability company in accordance with the provisions of
section 34-194 and by each other entity in accordance with the applicable organizational
documents of each other entity; (5) if the articles of organization of the survivor of the
merger are amended, the amendments to such articles of organization or, if a new limited
liability company is created as a result of the consolidation, the articles of organization
of such new limited liability company; (6) that the plan of merger or consolidation is
on file at a place of business of the survivor and the address thereof; and (7) that a copy
of the plan of merger or consolidation will be furnished by the survivor, on request and
without cost, to any person holding an interest in any limited liability company or other
entity that is a party to the merger or consolidation.
(b) A merger or consolidation takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set forth in the plan of merger
or consolidation.
(c) The articles of merger or consolidation shall be executed by each limited liability
company or other entity that is a party to the merger or consolidation. The survivor shall
file the articles of merger or consolidation with the Secretary of the State in the manner
provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.
(d) Articles of merger or consolidation shall act as articles of dissolution for a limited
liability company which is not the survivor in the merger or consolidation.
(e) A plan of merger or consolidation authorized and approved in accordance with
section 34-194 may effect any amendment to the operating agreement or effect the
adoption of a new operating agreement for a limited liability company if it is the survivor
in the merger or consolidation. Such a plan of merger or consolidation may also provide
that the operating agreement of any limited liability company that is a party to the merger
or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor.
Any amendment to an operating agreement or adoption of a new operating agreement
made pursuant to this subsection shall be effective at the effective time or date of the
merger or consolidation. The provisions of this subsection shall not be construed to limit
the accomplishment of a merger or consolidation or of any of the matters referred to in
this subsection by any other means provided for in an operating agreement or other
agreement or as otherwise permitted by law.
(P.A. 93-267, S. 67; P.A. 03-18, S. 66.)
History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and
added provisions re other entity throughout, amended Subsec. (a) by adding provision re limited liability company and
other entity that is a party to the merger or consolidation, adding provision in Subdiv. (4) re applicable organizational
documents of each other entity, adding new Subdiv. (5) re amended or new articles of organization, and redesignating
existing Subdivs. (5) and (6) as Subdivs. (6) and (7), amended Subsec. (c) by adding provisions re filing by survivor of
articles of merger or consolidation as a condition of effectiveness of the merger or consolidation, deleting provision re
execution in the manner provided for in Sec. 34-109 and making a technical change, and amended Subsec. (e) by making
a technical change, effective July 1, 2003.
Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a
merger or consolidation:
(1) The survivor shall be a limited liability company or other entity which, in the
case of a merger, shall be the limited liability company or other entity designated in the
plan of merger as the survivor and, in the case of a consolidation, shall be the new limited
liability company or other entity provided for in the plan of consolidation.
(2) The separate existence of each limited liability company or other entity that is
a party to the plan of merger or consolidation, except the survivor, shall cease.
(3) The survivor shall thereupon and thereafter possess all the rights, privileges,
immunities and powers of each of the merging or consolidating limited liability companies or other entities and shall be subject to all the restrictions, disabilities and duties
of each of the merging or consolidating limited liability companies or other entities.
(4) Any property, real, personal and mixed, and all debts due on whatever account,
including promises to make capital contributions, and all other choses in action, and all
and every other interest of or belonging to or due to each party to the merger or the
consolidation shall be vested in the survivor without further act or deed.
(5) The title to all real estate, and any interest therein, vested in any party to the
merger or the consolidation shall not revert or be in any way impaired by reason of such
merger or consolidation.
(6) The survivor shall be responsible and liable for all liabilities and obligations of
each of the limited liability companies or other entities that were merged or consolidated,
and any claim existing or action or proceeding pending by or against any limited liability
company or other entity that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be
substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any limited liability
company or other entity that is a party to the merger or consolidation shall be impaired
by the merger or consolidation.
(8) The membership or other interests in a limited liability company or other entity
that are to be converted or exchanged into interests, cash, obligations or other property
under the terms of the plan of merger or consolidation are so converted, and the former
holders thereof are entitled only to the rights provided in the plan of merger or consolidation or the rights otherwise provided by law.
(P.A. 93-267, S. 68; P.A. 03-18, S. 67.)
History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and
added provisions re other entity throughout, amended Subdiv. (1) by replacing "limited liability companies party to the
plan of merger or consolidation" with "survivor", amended Subdiv. (3) by replacing "is subject to" with "shall be subject
to", amended Subdiv. (4) by replacing "All property" with "Any property" and replacing "each of the limited liability
companies" with "each party to the merger or the consolidation", and amended Subdiv. (5) by replacing "any such limited
liability company" with "any party to the merger or the consolidation", effective July 1, 2003.
Sec. 34-198. Survivor to be governed by laws of jurisdiction other than this
state. (a) Upon a merger involving one or more domestic limited liability companies
taking effect, if the survivor is to be governed by the laws of any state other than this
state or by the laws of the District of Columbia or of any foreign country, then the
survivor shall agree: (1) That it may be served with process in this state in any proceeding
for enforcement of any obligation of any limited liability company or other entity party
to the merger or consolidation that was formed under the laws of this state, as well as
for enforcement of any obligation of the survivor of the merger or consolidation; and
(2) to irrevocably appoint the Secretary of the State as its agent for service of process
in any such proceeding and the survivor shall specify the address to which a copy of
the process shall be mailed to it by the Secretary of the State.
(b) The effect of such merger or consolidation shall be as provided in section 34-197 if the survivor is to be governed by the laws of this state. If the survivor is to be
governed by the laws of any jurisdiction other than this state, the effect of such merger
or consolidation shall be the same as provided in section 34-197, except as the laws of
such other jurisdiction provide otherwise.
(P.A. 93-267, S. 69; P.A. 03-18, S. 68.)
History: P.A. 03-18 deleted former Subsec. (a) re merger or consolidation of domestic and foreign limited liability
companies, redesignated existing Subsecs. (b) and (c) as new Subsecs. (a) and (b), replaced references to surviving or new
limited liability company with references to survivor throughout and added provision re other entity in Subsec. (a)(1),
effective July 1, 2003.