Section 44Part 8 — Foreign Limited Liability Companies
Power to acquire LLC interests of dissentient members
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Where a scheme or contract involving the transfer of LLC interests or any class of LLC interests in a limited liability company (in this section referred to as the “transferor company” ) to any company, whether a limited liability company within the meanin g of this Act or not (in this section referred to as the “transferee company”) has, within four months after the making of the offer in that behalf by the transferee company, been approved by the holders of not less than ninety per cent in value of the LLC interests affected (or such other threshold as may be specified in the LLC agreement), the transferee company may, at any time within two months after the expiration of the said four months, give notice in the prescribed manner to any dissenting members that it desires to acquire the member’s LLC interest, and where such notice is given the transferee company shall, unless on an application made by the dissenting member within one month from the date on which the notice was given, the Court thinks fit to o rder otherwise, be entitled and bound to acquire that LLC interest on the terms on which under the scheme or contract the LLC interests of the approving members are to be transferred to the transferee company.
Where a notice has been given by the trans feree company under this section and the Court has not, on an application made by the dissenting members ordered to the contrary, the transferee company shall, on the expiration of one month from the date on which the notice has been given or, if an applic ation to the Court by the dissenting members is then pending, after that application has been disposed of, transmit a copy of the notice to the transferor company and pay or transfer to the transferor company the amount or other consideration representing the price payable by the transferee company for the LLC interests which by virtue of this section that company is entitled to acquire, and the transferor company shall thereupon register the transferee company as the member in respect of those LLC interest s.
Any sums received by the transferor company under this section shall be paid into a separate bank account and any such sums and any other consideration so received shall be held by the transferor company on trust for the several persons entitled to the LLC interests in respect of which the said sum or other consideration were respectively received.
In this section “ dissenting member ” includes a member who has not assented to the scheme or contract and any member who has failed or refused to trans fer that member’s LLC interest to the transferee company, in accordance with the scheme or contract.
The provisions of subsections (1), (2), (3) and (4) may be disapplied in respect of a limited liability company if expressed to be disapplied in the li mited liability company’s LLC agreement.