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SF 2520 Senate Long Description

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)