§ 48-2c-1408. Approval of merger.

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

(a) In the case of a domestic company, by members holding the interest in profits required by Section 48-2c-803, or by a greater vote if required by its articles of organization or operating agreement.

(b) In the case of an entity other than a domestic company, as provided by the statutes governing that 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 a domestic company, in accordance with the procedure set forth in the plan of merger or, if none is set forth, by vote of members holding 2/3 of the profit interests in the domestic company.

(b) By a party to the merger that is not a domestic 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 entity.

Enacted by Chapter 260, 2001 General Session