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MINNESOTA SECRETARY OF STATE

NON-PROFIT CORPORATION MERGER 1997 MINNESOTA STATUTES CHAPTER 317A
317A.601 Merger, consolidation, or transfer. Subdivision 1. Merger or consolidation. Two or more corporations may merge or consolidate, resulting in a single corporation subject to this chapter. A merger or consolidation must be made as provided in sections 317A.611 to 317A.651. Subd. 2. Transfer. A corporation may sell, lease, transfer, or dispose of all or substantially all of its property and assets under section 317A.661. Subd. 3. Notice to attorney general. If applicable, a corporation shall comply with section 317A.811 before it may merge or consolidate or transfer all or substantially all of its assets. 317A.611 Plan of merger or consolidation. A plan of merger or consolidation must contain: (1) the names of the corporations proposing to merge or consolidate; (2) the name of the surviving or new corporation; (3) the terms and conditions of the proposed merger or consolidation; (4) in the case of a merger, the manner and basis of converting the memberships of the constituent corporations into memberships of the surviving corporation or of any other corporation; (5) in the case of a merger, a statement of amendments to the articles of the surviving corporation proposed as part of the merger; (6) in the case of a consolidation, the provisions required by section 317A.111 to be set out in the articles of the new corporation; and (7) other provisions with respect to the proposed merger or consolidation that are considered necessary or desirable. 317A.613 Plan approval. Subdivision 1. Approval required. A plan of merger or consolidation must be approved and adopted by each constituent corporation as provided in this section. Subd. 2. Approval by board and members with voting rights. When a constituent corporation has members with voting rights, the board of directors of the corporation shall adopt a resolution by a majority vote of all directors approving a proposed plan of merger or consolidation and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger or consolidation is adopted upon receiving the affirmative vote of a majority of the members who vote upon the proposed plan. Subd. 3. Approval by board. When a constituent corporation does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger or consolidation is adopted at a meeting of the board of directors of the corporation upon receiving the affirmative votes of a majority of all directors. Notice of the meeting must be given accompanied by a copy of the proposed plan of merger or consolidation. 317A.615 Articles of merger or consolidation; certificate. Subdivision 1. Contents of articles. Upon receiving the approval required by section 317A.613 and after compliance with section 317A.811, if applicable, articles of merger or consolidation must be prepared that contain: (1) the plan of merger or consolidation; (2) a statement that the plan has been approved by each corporation under this chapter; and (3) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable. Subd. 2. Articles signed, filed. The articles of merger or consolidation must be signed on behalf of each constituent corporation and filed with the secretary of state. Subd. 3. Certificate. The secretary of state shall issue a certificate of merger to the surviving corporation or a certificate of consolidation and incorporation to the new corporation.

317A.631 Abandonment. Subdivision 1. By members or board of each corporation; under terms of plan. After a plan of merger or consolidation has been approved by each constituent corporation under section 317A.613 and before the effective date of the plan, it may be abandoned: (1) if each constituent corporation has approved the abandonment at a meeting by a majority of the members with voting rights voting on the issue, or if the corporation does not have voting members, by a majority of all directors; or (2) if the plan itself provides for abandonment and the conditions for abandonment in the plan are met. Subd. 2. By board of one corporation. A plan of merger or consolidation may be abandoned after it has been approved by each constituent corporation and before the effective date of the plan, by a resolution approved by a majority of all directors of the constituent corporation abandoning the plan of merger or consolidation, subject to the contract rights of any other person under the plan. Subd. 3. Filing of articles. If articles of merger or consolidation have been filed with the secretary of state, but have not yet become effective, the constituent corporations, in the case of abandonment under subdivision 1, clause (1), the constituent corporations or any one of them, in the case of abandonment under subdivision 1, clause (2), or the abandoning corporation in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain: (1) the names of the constituent corporations; (2) the provision of this section under which the plan is abandoned; and (3) if the plan is abandoned under subdivision 2, the text of the resolution approved by the directors abandoning the plan. 317A.641 Effective date of merger or consolidation; effect. Subdivision 1. Effective date. A merger or consolidation is effective when the articles of merger or consolidation are filed with the secretary of state or on a later date named in the articles. Subd. 2. Effect on corporation; general. When a merger or consolidation becomes effective: (1) the constituent corporations become a single corporation, which in case of merger is a surviving corporation, or in case of consolidation is a new corporation; (2) subject to clause (3) and section 317A.643, the separate existence of the constituent corporations except the surviving corporation ends; (3) when the agreement of merger or consolidation expressly provides for the continuance of the corporate existence of a constituent corporation and expressly declares the purpose for the continuance, the corporate existence of the constituent corporation continues in the single corporation for the purpose declared in the agreement; (4) the single corporation has the rights, privileges, immunities, and powers, and is subject to the duties and liabilities, of a corporation formed under this chapter; (5) the single corporation has the rights, privileges, immunities, powers, and franchises, public and private, of each constituent corporation; (6) all real or personal property, debts, including debts arising from a subscription for membership, and interests belonging to each constituent corporation are transferred to the single corporation without further act or deed; (7) interest in real estate possessed by a constituent corporation does not revert to the grantor, or otherwise, nor is it in any way impaired by reason of the merger or consolidation; and the personal property of a constituent corporation does not revert by reason of the merger or consolidation; (8) except where the will or other instrument provides otherwise, and subject to section 317A.671, a devise, bequest, gift, or grant contained in a will or other instrument, in trust or otherwise, made before or after the merger or consolidation has become effective, to or for any of the constituent corporations, inures to the single corporation; (9) debts, liabilities, and obligations of each constituent corporation become the debts, liabilities, and obligations of the single corporation, just as if the debts, liabilities, and obligations had been incurred or contracted by the single corporation; (10) existing claims or a pending action or proceeding by or against a constituent corporation may be prosecuted to judgment as though the merger or consolidation had not been effected, or the single corporation may be substituted for the constituent corporation; (11) the liabilities of the members, officers, directors, or similar groups or persons, however denominated, of a constituent corporation are not affected by the merger or consolidation of a constituent corporation;

(12) the rights of creditors or liens upon the property of a constituent corporation are not impaired by the merger or consolidation, but the liens are limited to the property upon which they were liens immediately before the merger or consolidation; (13) the articles of the surviving corporation are considered to be amended to the extent that changes in its articles are contained in a plan of merger; and (14) in the case of a consolidation, the plan of consolidation constitutes the articles of incorporation of the new corporation. Subd. 3. Effect on fiduciary capacity. (a) For purposes of this subdivision, "fiduciary capacity" means the capacities of trustee, executor, administrator, personal representative, guardian, conservator, receiver, escrow agent, agent for the investment of money, attorney-in-fact, or a similar capacity. (b) Except where the will, declaration of trust, or other instrument provides otherwise, the single corporation is, without further act or deed, the successor of the constituent corporations in fiduciary capacities in which a constituent corporation was acting at the time of the merger or consolidation and is liable to the beneficiaries as fully as if the constituent corporation had continued its separate corporate existence. (c) If a constituent corporation is nominated and appointed, or has been nominated and appointed, in a fiduciary capacity in a will, declaration of trust, or other instrument, order, or judgment before or after the merger or consolidation, then even if the will or other instrument, order, or judgment does not become operative or effective until after the merger or consolidation becomes effective, every fiduciary capacity and the rights, powers, privileges, duties, discretions, and responsibilities provided for in the nomination or appointment fully vest in and are to be exercised by the single corporation, whether there are one or more successive mergers or consolidations. 317A.643 Continuance of corporate authority. When an act or instrument is considered necessary or appropriate to evidence the vesting of property or other rights in the single corporation, the persons with authority to do so under the articles or bylaws of each constituent corporation shall do the act or execute and deliver the instrument and for this purpose, the existence of the constituent corporations and the authority of those persons is continued. 317A.651 Merger or consolidation with foreign corporation. Subdivision 1. When permitted. A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated. Subd. 2. Laws applicable before transaction. Each corporation shall comply with sections 317A.601 to 317A.643 with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed. Subd. 3. Surviving corporation. If the single corporation will be incorporated under this chapter, it shall comply with this chapter. Subd. 4. Foreign surviving corporation. If the single corporation will be a foreign corporation and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every case the single corporation shall file with the secretary of state: (1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation; and (2) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding and an address to which process may be forwarded. 317A.661 Transfer of assets; when permitted. Subdivision 1. Member approval; when not required. Unless otherwise provided in its articles or bylaws, a corporation, by affirmative vote of the board of directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets in the usual and regular course of its activities and, subject to section 317A.501, subdivision 1, grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, in which case no member approval is required.

Subd. 2. Voting member approval; when required. A corporation, by affirmative vote of the board of directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its activities, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board considers expedient, when approved at a regular or special meeting of the members by the affirmative vote of the majority of the members with voting rights. If there are no members with voting rights, member approval is not required. Notice of the meeting must be given to the members with voting rights. The notice must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the corporation. Subd. 3. Notice to attorney general. If applicable, a corporation shall comply with section 317A.811 before transferring all or substantially all of its assets under this section. Subd. 4. Signing of documents. Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current officers or, if the corporation no longer exists, by its last officers. Subd. 5. Transferee liability. The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by this chapter or other statutes of this state. 317A.671 Certain assets not to be diverted. Except as provided in section 501B.31, when a corporation dissolves, merges, substantially changes the use or purposes for which it will use its assets, or consolidates, transfers its assets, or grants a mortgage or other security interest in its assets, assets of the corporation or a constituent corporation, and assets subsequently received by a single corporation after a merger or consolidation, may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.

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Rev. 3-03