48-209-106. Amendment to articles pursuant to reorganization. —

(a)  An LLC's articles may be amended without action by the board of governors or members to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the articles after amendment contain only provisions required or permitted by § 48-205-101.

(b)  The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:

     (1)  The name of the LLC;

     (2)  The text of each amendment approved by the court;

     (3)  The date of the court's order or decree approving the articles of amendment;

     (4)  The title of the reorganization proceeding in which the order or decree was entered; and

     (5)  A statement that the court had jurisdiction of the proceeding under federal statute.

(c)  Members of an LLC undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.

(d)  This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

[Acts 1994, ch. 868, § 1.]