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SF 2542 Senate Long Description

E Regulating business and nonprofit corporations and limited liability companies ARTICLE 1 BUSINESS CORPORATIONSClarifying, modifying or expanding certain definitions under the Minnesota business corporation act; providing for the legal recognition of electronic records and signatures; clarifying a certain provision regulating use of corporate names by successor corporations; authorizing boards of directors of corporations registered as open end management investment companies to increase or decrease the aggregate number of shares without shareholder approval, exceptions; providing for meetings of boards of directors or shareholders by remote communication; modifying a certain provision providing for merger of subsidiaries; authorizing and regulating mergers of parent constituent corporations with or into subsidiary constituent corporations without a vote of the shareholders, requiring the subsidiary constituent corporation to be an indirect wholly owned subsidiary of the parent constituent corporation and a direct wholly owned subsidiary of the holding company, specifying certain requirements of the articles and bylaws of the holding company and the surviving corporation and requiring preparation and filing with the secretary of state of articles of merger, requiring issuance of a certificate of merger to the surviving corporation by the secretary of state; providing for an effective date of dissolution ARTICLE 2 LIMITED LIABILITY COMPANIESDefining certain additional terms relating to electronic communications and providing for the legal recognition of electronic records and signatures; clarifying a certain provision regulating the use of names by surviving organizations in mergers; providing for meetings of boards of governors or members by remote communication and for a later effective date of termination ARTICLE 3 NONPROFIT CORPORATIONSDefining certain additional terms relating to electronic communications and providing for the legal recognition of electronic records and signatures; providing for meetings of boards of directors or members by remote communication and for a later effective date of terminationARTICLE 4 MISCELLANEOUS CHANGESMaking technical changes in certain statutory provisions relating to foreign corporations filing of name changes and limited partnership name reservations; expanding the qualification statement content requirements of foreign limited liability partnerships to the name of the jurisdiction of original registration; eliminating certain duties of the secretary of state relating to duplicate assumed names (mk, ja)