Legislative Session number- 84

Bill Name: SF2520

Relating to business organizations

ARTICLE 1 - BUSINESS
CORPORATIONS

Modifying and clarifying certain provisions regulating the
organization, structure and governance of business corporations; defining or
redefining certain terms; updating terminology to include new forms of business
activity; clarifying certain statutory provisions regulating the content of
articles of incorporation and corporate name, authorizing amendments changing
the name by resolution of the board; authorizing committees to create
subcommittees; modifying certain provisions regulating shares and the authority
and rights of shareholders, authorizing a contractual requirement for submitting
matters to shareholders; clarifying certain provisions regulating mergers,
requiring approval of parent shareholders in subsidiary mergers under certain
conditions; clarifying transferee liability

ARTICLE 2 - LIMITIED LIABILITY
COMPANIES

Modifying and clarifying certain provisions regulating limited
liability companies (LLC); updating certain terms; modifying and clarifying
certain provisions governing articles of organization and name, authorizing name
change by amendment; eliminating the prohibition on assignments of financial
rights relating to control of member exercise of governance rights; authorizing
a contractual requirement to submit matters to members; authorizing committees
to create subcommittees; modifying certain provisions regulating the removal of
managers, mergers or exchanges and the transfer of assets
(je)