CERTAIN AMENDMENTS AND MERGERS; VOTES REQUIRED.
A. Upon the approval of members or other holders who own at least two-thirds (2/3) of the then outstanding equity interests entitled to vote:
1. An existing domestic limited liability company including a professional limited liability company, may become a public benefit limited liability company by amending its articles of organization to conform to the public benefit provisions of subsection B of Section 20 of this act; or
2. A domestic entity that is not a public benefit limited liability company may become a public benefit limited liability company through a merger, consolidation, exchange or conversion in which the surviving or resulting entity is a public benefit limited liability company whose articles of organization conform to the public benefit provisions of subsection B of Section 23 of this act.
B. "Domestic entity" is a limited liability company, corporation, partnership whether general or limited, and including a limited liability partnership and a limited liability limited partnership, an entity subject to the Professional Entity Act, or any unincorporated nonprofit or for-profit association, trust or enterprise having members or having outstanding shares of stock or other evidences of financial, beneficial or membership interest therein, whether formed by agreement or under statutory authority or otherwise, formed under the laws of this jurisdiction.
C. A public benefit limited liability company may not, without the approval of members who own at least two-thirds (2/3) of the then outstanding membership interests of the limited liability company entitled to vote:
1. Amend its articles of organization to delete, add or amend a provision required by subsection B of Section 23 of this act;
2. Merge or consolidate with or exchange or convert into another entity if, as a result of such merger, consolidation, exchange or conversion, the membership interests in such limited liability company would become, or be converted into or exchanged for the right to receive, membership interests or other equity interests in a domestic or foreign limited liability company or other entity that is not a public benefit limited liability company or similar entity, the articles of organization or operating agreement, or similar governing document, of which does not contain provisions identifying a public benefit or public benefits comparable in all material respects to those set forth in the articles of organization of such limited liability company as contemplated by subsection B of Section 23 of this act; or
3. Cease to be a public benefit limited liability company under the provisions of this act.
Added by Laws 2021, c. 51, § 24, eff. Nov. 1, 2021.