304-C:206 Action on a Plan of Domestication. –
I. In the case of a domestication of a domestic limited liability company in a foreign jurisdiction:
(a) If the approval of the members is to be given at a meeting, the limited liability company must notify each member, whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan and must contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the limited liability company's certificate of formation and operating agreement as they will be in effect immediately after the domestication.
(b) Unless the operating agreement of the limited liability company requires a greater vote or a greater number of votes to be present, approval of the plan of domestication requires the approval of each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(c) Separate voting by voting groups is required by each class or series of membership rights that:
(1) Are to be reclassified under the plan of domestication into other securities, obligations, rights to acquire membership rights or other securities, cash, other property, or any combination of the foregoing;
(2) Would be entitled to vote as a separate group on a provision of the plan that, if contained in a proposed amendment to the certificate of formation or operating agreement, would require action by separate voting groups; or
(3) Is entitled under the certificate of formation or operating agreement to vote as a voting group to approve an amendment of the certificate of formation or operating agreement.
II. If any provision of the certificate of formation or operating agreement adopted or entered into applies to a merger of the limited liability company and that document does not refer to a domestication of the limited liability company, the provision shall be deemed to apply to a domestication of the limited liability company until such time as the provision is amended subsequent to that date.