[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
"Business entity" in this Part 8 means a domestic business entity
and a foreign business entity.
(b)
"Domestic business entity" means a corporation, incorporated under
the laws of the Grand Traverse Band; a domestic LLC, organized under
this Code; a Tribally-chartered entity of the Tribe, an unincorporated
cooperative of the Tribe; a Section 17 corporation owned by the Tribe;
or other Tribally-formed entity, that is party to the merger.
(c)
"Foreign business entity" means a foreign limited liability company;
a foreign limited partnership, or a foreign corporation.
(d)
Unless the context requires otherwise, in this Part 8, "LLC" includes
a domestic LLC and a foreign LLC.
(e)
"Organizational documents" include Articles of Organization, operating
agreements, Articles of Incorporation, bylaws, partnership agreements,
agreements of trust and declarations of trust, and any other basic
records that create a business entity's organization and determine
its internal governance and relations among persons that own it, have
an interest in it, or are owners of it.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
Unless otherwise provided in its operating agreement, one or more
LLCs may merge with or into one or more other business entities if
the action of merger is a process permitted under the applicable laws
of the jurisdiction that governs each such other business entity and
each such business entity approves the plan of merger in accordance
with its organizational documents.
(b)
Interests or shares in an LLC that is a party to a merger may be
exchanged for or converted into cash, property, obligations, or interest
in the surviving business entity.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
Unless otherwise provided in the operating agreement, a domestic
LLC that is a party to a proposed merger shall approve the plan of
merger by an affirmative vote by all of the owners.
(b)
Unless otherwise provided in the operating agreement, the manager or managers of a domestic LLC may not approve a merger without also obtaining the approval of the LLC's owners under Subsection (a), above.
(c)
Each business entity, other than a domestic LLC, that is a party
to a proposed merger shall approve the merger in the manner and by
the vote required by the laws applicable to the business entity and
in accordance with their respective organizational documents.
(d)
Each business organization that is a party to the merger shall have
any rights to abandon the merger as provided for in the plan of merger
or in the laws applicable to the business entity or in accordance
with its organizational documents.
(e)
Upon approval of a merger, the LLC shall notify its owners of the
approval and of the effective date of the merger.
(f)
After a merger is authorized, and at any time before the Articles
of Merger are filed with the Tribal Secretary, the planned merger
may be abandoned, subject to any contractual rights, without further
action on the part of the shareholders or other owners, in accordance
with the procedures set forth in the plan of merger or, if none is
set forth, in the manner determined by the governing body of any business
entity that is a party to the merger.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
The plan of merger shall include all of the following:
(1)
The name, form of business entity, and identity of the jurisdiction
governing each business entity that is a party to the merger and the
name, form of business entity, and identity of the jurisdiction of
the surviving business entity with, or into, which each other business
entity proposes to merge.
(2)
The terms and conditions of the proposed merger.
(3)
The manner and basis of converting the interests in each business
entity that is a party to the merger into shares, interests, obligations,
or other securities of the surviving business entity or into cash
or other property in whole or in part.
(4)
Amendments to the Articles of Organization or other similar governing
document of the surviving business entity.
(5)
Other necessary or desirable provisions relating to the proposed
merger.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
The surviving business entity shall deliver to the Office of the
Tribal Council Secretary Articles of Merger, executed by each party
to the plan of merger, that include all of the following:
(1)
The plan of merger.
(2)
The name of the surviving or resulting LLC.
(3)
The effective date and time of the merger.
(4)
A statement as to whether the surviving business entity is Tribally-owned.
(5)
If Tribally-owned, a statement as to whether the surviving business
entity enjoys the Tribe's sovereign immunity.
(6)
A statement that the plan of merger was approved by each domestic
LLC that is a party to the merger in accordance with Section 856.
(b)
A merger takes effect upon the effective date of the Articles of
Merger.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
A merger has the following effects:
(1)
The business organization must become a single entity, which shall
be the entity designated in the plan of merger as the surviving LLC.
(2)
Each business organization, except the surviving LLC, ceases to exist.
(3)
The surviving LLC possesses all of the rights, privileges, immunities,
and powers of each merged business organization and is subject to
all of the restrictions, disabilities, and duties of each merged business
organization.
(4)
All property and all debts, including contributions, and each interest
belonging to or owed to each of the business organizations are vested
in the surviving LLC without further act.
(5)
Title to all real estate and any interest in real estate, vested
in any business organization, does not revert, and is not in any way
impaired because of the merger.
(6)
The surviving LLC has all the liabilities and obligations of each
of the business organizations and any claim existing or action or
proceedings pending by or against any merged business organization
may be prosecuted as if the merger had not taken place, or the surviving
LLC may be substituted in the action.
(7)
The rights of creditors and any liens on the property of any business
organization survive the merger.
(8)
The interests in a business organization that are to be converted
or exchanged into interest, cash, obligations, or other property under
the terms of the plan of merger are converted and the former interest
holders are entitled only to the rights provided in the plan of merger
or the rights otherwise provided by law.
(9)
The Articles of Organization of the surviving LLC is amended to the
extent provided in the Articles of Merger.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
Unless otherwise provided in the operating agreement, upon receipt
of the notice required by Section 856(e), an owner who did not vote
in favor of the merger may, within 20 days after the date of the notice,
voluntarily dissociate from the LLC under Section 828(c) and receive
fair value for the owner's LLC interest under Section 835.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
Unless otherwise provided in its organizational documents, a domestic
LLC may convert to another form of business entity:
(b)
Unless otherwise provided in its organizational documents, a business
entity other than a domestic LLC may convert into a domestic LLC:
(c)
The filing requirements of Section 811 apply to conversions under
this chapter.
(d)
Notwithstanding its prior approval, a plan of conversion under this
chapter may be amended before the conversion takes effect if the amendment
is approved by the members of the converting domestic LLC or business
entity in the same manner as was required for the approval of the
original plan of conversion.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
A domestic LLC may convert into another business entity if all
of the requirements of Section 863 and Section 864 are satisfied.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
Unless Subsection (c) applies, the domestic LLC proposing to convert shall adopt a plan of conversion that includes all of the following:
(1)
The name of the domestic LLC, the name of the business entity into
which the domestic LLC is converting, the type of business entity
into which the domestic LLC is converting, identification of the statute
that will govern the internal affairs of the surviving business entity,
the street address of the surviving business entity, the street address
of the domestic LLC if different from the street address of the surviving
business entity, and the principal place of business of the surviving
business entity.
(2)
The terms and conditions of the proposed conversion, including the
manner and basis of converting the membership interest of the domestic
LLC into ownership interests or obligations of the surviving business
entity, into cash, into other consideration that may include ownership
interests or obligations of an entity that is not a party to the conversion,
or into a combination of cash and other consideration.
(3)
The terms and conditions of the organizational documents that are
to govern the surviving business entity.
(4)
Any other provisions with respect to the proposed conversion that
the domestic LLC considers as necessary or desirable.
(b)
A vote of the members of the domestic LLC is required to adopt a plan of conversion under Subsection (a). A unanimous vote of the members entitled to vote is required to approve a plan of conversion unless its organizational documents provide otherwise.
(c)
If the domestic LLC has not commenced business; has not issued any membership interests; has no debts or other liabilities; and has not received any payments, or has returned any payments it has received after deducting any amount disbursed for payment of expenses, for subscriptions for its membership interests, Subsections (a) and (b) do not apply and the owners of the domestic LLC, may approve of the conversion of the domestic LLC into another business entity by majority vote. To effect the conversion, a majority of the owners must execute and file a certificate of conversion under Section 864.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
If the plan of conversion is approved under Section 863(b), the domestic
LLC shall file any formation documents required to be filed under
the laws governing the internal affairs of the surviving business
entity, in the manner prescribed by those laws, and shall file a certificate
of conversion with the Office of the Secretary. The certificate of
conversion shall include all of the following:
(1)
Unless Section 863(c) applies, a copy of the plan of conversion.
(2)
The name of the domestic LLC that is converting into another business
entity.
(3)
The type of business entity the domestic LLC is converting into and
the jurisdiction under which the surviving business entity shall be
governed.
(4)
A statement that the members of the domestic LLC have adopted the
plan of conversion under Section 863(b), or that the owners of the
domestic LLC have approved of the conversion under Section 863(c),
as applicable.
(5)
A statement that the surviving business entity will furnish a copy
of the plan of conversion, on request and without cost, to any owner
of the domestic LLC.
(6)
The registered agent and registered office of the domestic LLC before
and after conversion.
(7)
A statement whether the domestic LLC is Tribally-owned.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
When a conversion under this section takes effect, all of the following
apply:
(1)
The domestic LLC converts into the surviving business entity, and
the organizational documents of the domestic LLC are canceled.
(2)
Except as otherwise provided in this Code, the surviving business
entity is organized under and subject to the organizational laws of
the jurisdiction of the surviving business entity as stated in the
Certificate of Conversion.
(3)
The surviving business entity has all of the liabilities of the domestic
LLC. The conversion of the domestic LLC into a business entity under
this section shall not be considered to affect any obligations or
liabilities of the domestic LLC incurred before the conversion or
the personal liability of any person incurred before the conversion,
and the conversion shall not be considered to affect the choice of
law applicable to the domestic LLC with respect to matters arising
before the conversion.
(4)
The title to all real estate and other property and rights owned
by the domestic LLC remain vested in the surviving business entity
without reversion or impairment.
(5)
The surviving business entity is considered to be the same entity
that existed before the conversion and is considered to be organized
on the date that the domestic LLC was originally organized.
(6)
The membership interests of the domestic LLC that were to be converted
into ownership interest or obligations of the surviving business entity
or into cash or other property are converted.
(7)
Unless otherwise provided in the plan of conversion, the domestic
LLC is not required to wind up its affairs or pay its liabilities
and distribute its assets on account of the conversion, and the conversion
does not constitute dissolution of the domestic LLC.
(8)
The organizational documents of the surviving business entity are
as provided in the plan of conversion.
(9)
All other provisions of the plan of conversion apply.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
A business entity may convert into a domestic LLC if all of
the requirements of Section 867 and 868 are satisfied.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
The business entity proposing to convert into a domestic LLC adopts
a plan of conversion that includes all of the following:
(1)
The name of the business entity, the type of business entity that
is converting, identification of the statute that governs the internal
affairs of the business entity, the name of the surviving domestic
LLC into which the business entity is converting, the street address
of the surviving domestic LLC company, the street address of the business
entity if different from the street address of the surviving domestic
LLC, and the principal place of business of the surviving domestic
LLC.
(2)
The terms and conditions of the proposed conversion, including the
manner and basis of converting the ownership interests of the business
entity into membership interests of the surviving domestic LLC, into
cash, into other consideration that may include ownership interests
or obligations of an entity that is not a party to the conversion,
or into a combination of cash and other consideration.
(3)
The terms and conditions of the organizational documents that are
to govern the surviving domestic LLC.
(4)
Any other provisions with respect to the proposed conversion that
the business entity considers necessary or desirable.
(b)
If a plan of conversion is adopted by the business entity under Subsection (a), the plan of conversion is submitted for approval in the manner required by the law governing the internal affairs of that business entity.
(c)
If the plan of conversion is approved under Subsections (a) and (b), the business entity shall file a Certificate of Conversion with the Office of the Tribal Secretary. The Certificate of Conversion shall include all of the following:
(1)
A copy of the plan of conversion.
(2)
A statement that the business entity has obtained approval of the
plan of conversion under Subsection (b).
(3)
A statement that the surviving domestic LLC will furnish a copy of
the plan of conversion, on request and without cost, to any owner
of the business entity.
(4)
The registered agent and registered office, record agent and record
office, or other similar agent and office of the surviving domestic
LLC before and after conversion.
(5)
The type of business entity and the date and location of jurisdiction
where the business entity was formed prior to converting into a domestic
LLC.
(6)
A statement whether the surviving domestic LLC is Tribally-owned.
(7)
Submission of Articles of Organization for the surviving domestic
LLC that meet all of the requirements of this Code.
[History: Tribal Act #11-29.2313, enacted by Tribal Council
February 15, 2012.]
(a)
When a conversion under this Part 8 takes effect, all of the following
apply:
(1)
The business entity converts into the surviving domestic LLC. Except
as otherwise provided in this section, the surviving domestic LLC
is organized under and subject to this Code.
(2)
The surviving domestic LLC has all of the liabilities of the business
entity. The conversion of the business entity into a domestic LLC
under this section shall not be considered to affect any obligations
or liabilities of the business entity incurred before the conversion
or the personal liability of any person incurred before the conversion,
and the conversion shall not be considered to affect the choice of
law applicable to the business entity with respect to matters arising
before conversion.
(3)
The title to all real estate and other property and rights owned
by the business entity remains vested in the surviving domestic LLC
without reversion or impairment.
(4)
A proceeding pending against the business entity may be continued
as if the conversion had not occurred, or the surviving domestic LLC
may be substituted in the pending proceeding for the business entity.
(5)
The surviving domestic LLC is considered to be the same entity that
existed before the conversion and is considered to be organized on
the date that the business entity was originally organized.
(6)
The ownership interests of the business entity that were to be converted
into membership interests or obligations of the surviving domestic
LLC or into cash or other property are converted.
(7)
Unless otherwise provided in a plan of conversion, the business entity
is not required to wind up its affairs or pay its liabilities and
distribute its assets on account of the conversion, and the conversion
does not constitute a dissolution of the business entity.
(8)
The organizational documents of the domestic LLC are as provided
in the plan of conversion.
(9)
All other provisions of the plan of conversion apply.
