8963 - Division without member approval. - Pennsylvania Statutes

§ 8963. Division without member approval. Unless otherwise required by a written provision of the operating agreement, a plan of division that does not alter the state of organization of a limited liability company that is managed by one or more managers nor amend in any respect the provisions of its certificate of organization or operating agreement (except amendments which may be made without action by the members) shall not require the approval of the members of the company if: (1) the dividing company has only one class of membership interests outstanding and the membership interests and other securities, if any, of each company resulting from the plan are distributed pro rata to the members of the dividing company; (2) the dividing company survives the division and all the membership interests and other securities and obligations, if any, of all new companies resulting from the plan are owned solely by the surviving company; or (3) the transfers of assets effected by the division, if effected by means of a sale, lease, exchange or other disposition, would not require the approval of the members. Cross References. Section 8963 is referred to in section 8962 of this title.