Limited Liability Companies

ORS 63.487
Action on plan of merger


(1)

A plan of merger shall be approved by each business entity that is a party to the merger, as follows:

(a)

In the case of a limited liability company, by a majority vote of its members, or by a greater vote if required by its articles of organization or any operating agreement.

(b)

In the case of a business entity other than a limited liability company, as provided by the statutes governing that business entity.

(2)

After a merger is authorized, and at any time before articles of merger are filed, the planned merger may be abandoned, subject to any contractual rights:

(a)

By the limited liability company, without further action by the members, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the managers.

(b)

By a party to the merger that is not a limited liability company, in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner permitted by the statutes governing that business entity. [1993 c.173 §91; 1999 c.362 §37]
Chapter 63

Law Review Citations

30 WLR 291 (1994); 73 OLR 5, 25, 43, 133, 151 (1994)


Source

Last accessed
Jun. 26, 2021