Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

HF 2190

1st Engrossment - 88th Legislature (2013 - 2014) Posted on 03/31/2014 05:08pm

KEY: stricken = removed, old language.
underscored = added, new language.

Current Version - 1st Engrossment

Line numbers 1.1 1.2 1.3 1.4 1.5 1.6 1.7 1.8 1.9 1.10 1.11 1.12 1.13 1.14 1.15
1.16 1.17 1.18 1.19 1.20 1.21 1.22 1.23 1.24 1.25 1.26 2.1 2.2 2.3 2.4 2.5 2.6 2.7 2.8 2.9 2.10 2.11
2.12 2.13 2.14 2.15 2.16 2.17 2.18 2.19 2.20 2.21 2.22
2.23 2.24 2.25 2.26 2.27 2.28
2.29 2.30 2.31 2.32
3.1 3.2 3.3 3.4
3.5 3.6 3.7 3.8 3.9 3.10 3.11 3.12 3.13 3.14 3.15 3.16 3.17 3.18 3.19 3.20 3.21 3.22 3.23 3.24 3.25 3.26 3.27 3.28 3.29 3.30 3.31 3.32 3.33 3.34 3.35 4.1 4.2 4.3 4.4 4.5 4.6 4.7 4.8 4.9 4.10 4.11 4.12 4.13 4.14 4.15 4.16 4.17 4.18 4.19 4.20 4.21
4.22 4.23 4.24 4.25 4.26 4.27 4.28 4.29 4.30 4.31 4.32 4.33 4.34 5.1 5.2 5.3 5.4 5.5 5.6 5.7 5.8 5.9 5.10 5.11 5.12 5.13 5.14 5.15 5.16 5.17 5.18 5.19 5.20 5.21 5.22 5.23 5.24 5.25 5.26 5.27 5.28 5.29 5.30 5.31 5.32 5.33 5.34 5.35 6.1 6.2
6.3 6.4 6.5 6.6 6.7 6.8 6.9 6.10 6.11 6.12 6.13 6.14 6.15 6.16 6.17 6.18 6.19 6.20 6.21 6.22 6.23 6.24 6.25 6.26 6.27 6.28 6.29 6.30 6.31
6.32 6.33 7.1 7.2 7.3 7.4 7.5 7.6 7.7
7.8 7.9 7.10 7.11 7.12 7.13 7.14 7.15 7.16 7.17
7.18 7.19 7.20 7.21 7.22 7.23 7.24 7.25 7.26 7.27 7.28 7.29
7.30 7.31 7.32 7.33 8.1 8.2 8.3
8.4 8.5 8.6 8.7 8.8 8.9 8.10 8.11 8.12 8.13 8.14 8.15 8.16 8.17 8.18 8.19 8.20 8.21 8.22 8.23 8.24 8.25 8.26 8.27 8.28 8.29 8.30 8.31 8.32 8.33 8.34 8.35 9.1 9.2 9.3 9.4 9.5 9.6 9.7 9.8
9.9 9.10 9.11 9.12 9.13 9.14 9.15 9.16 9.17 9.18 9.19 9.20 9.21
9.22 9.23 9.24 9.25 9.26 9.27 9.28 9.29 9.30 9.31 9.32 9.33 9.34 10.1 10.2 10.3 10.4 10.5 10.6 10.7
10.8 10.9 10.10 10.11 10.12 10.13 10.14 10.15 10.16 10.17 10.18 10.19 10.20 10.21
10.22 10.23 10.24 10.25 10.26 10.27 10.28 10.29 10.30 10.31 10.32 10.33 10.34 11.1 11.2 11.3 11.4 11.5 11.6 11.7 11.8 11.9 11.10 11.11 11.12 11.13 11.14 11.15 11.16 11.17
11.18 11.19 11.20 11.21 11.22 11.23 11.24 11.25 11.26 11.27 11.28 11.29 11.30 11.31 11.32 11.33
11.34 12.1 12.2 12.3 12.4 12.5 12.6 12.7 12.8 12.9
12.10 12.11 12.12 12.13 12.14 12.15 12.16 12.17 12.18 12.19 12.20 12.21 12.22 12.23 12.24 12.25 12.26 12.27 12.28 12.29 12.30 12.31 12.32
12.33 12.34 13.1 13.2 13.3 13.4 13.5 13.6 13.7 13.8 13.9 13.10 13.11 13.12 13.13 13.14
13.15 13.16 13.17 13.18 13.19 13.20 13.21 13.22 13.23 13.24 13.25 13.26 13.27 13.28 13.29 13.30 13.31 13.32 13.33 13.34 14.1 14.2 14.3 14.4 14.5
14.6 14.7 14.8 14.9 14.10 14.11 14.12 14.13 14.14 14.15 14.16 14.17 14.18 14.19 14.20 14.21 14.22 14.23 14.24 14.25 14.26 14.27 14.28 14.29
14.30 14.31 14.32 14.33 15.1 15.2 15.3 15.4 15.5 15.6 15.7 15.8 15.9 15.10 15.11 15.12 15.13 15.14 15.15 15.16 15.17 15.18 15.19 15.20 15.21 15.22 15.23 15.24
15.25 15.26 15.27 15.28 15.29 15.30 15.31 15.32 15.33 15.34 15.35 16.1 16.2 16.3 16.4 16.5 16.6 16.7 16.8
16.9 16.10 16.11 16.12 16.13 16.14 16.15 16.16 16.17
16.18 16.19 16.20 16.21 16.22 16.23 16.24 16.25
16.26 16.27 16.28 16.29 16.30 16.31 16.32 17.1 17.2 17.3 17.4 17.5 17.6 17.7 17.8 17.9 17.10 17.11 17.12 17.13 17.14 17.15 17.16 17.17 17.18 17.19 17.20 17.21 17.22 17.23 17.24 17.25 17.26 17.27 17.28 17.29 17.30 17.31 17.32 17.33 17.34 17.35 17.36 18.1 18.2 18.3 18.4 18.5 18.6 18.7 18.8 18.9 18.10
18.11 18.12 18.13 18.14 18.15 18.16 18.17 18.18 18.19 18.20 18.21 18.22 18.23 18.24 18.25 18.26 18.27 18.28 18.29 18.30 18.31 18.32 18.33 18.34 19.1 19.2 19.3 19.4 19.5 19.6 19.7 19.8
19.9 19.10 19.11 19.12 19.13 19.14 19.15
19.16 19.17 19.18 19.19 19.20 19.21 19.22 19.23 19.24 19.25 19.26 19.27 19.28 19.29 19.30 19.31 19.32
20.1 20.2 20.3 20.4 20.5 20.6 20.7 20.8 20.9 20.10
20.11 20.12 20.13 20.14 20.15 20.16 20.17 20.18 20.19 20.20
20.21 20.22 20.23 20.24 20.25 20.26 20.27 20.28 20.29 20.30 20.31 20.32 20.33 20.34 21.1 21.2 21.3 21.4 21.5 21.6 21.7
21.8 21.9 21.10 21.11 21.12 21.13 21.14 21.15 21.16 21.17 21.18 21.19 21.20 21.21 21.22 21.23 21.24 21.25 21.26 21.27 21.28 21.29 21.30 21.31 21.32 21.33 21.34 21.35 22.1 22.2 22.3 22.4 22.5 22.6 22.7 22.8 22.9 22.10 22.11
22.12 22.13 22.14 22.15 22.16 22.17 22.18 22.19 22.20 22.21 22.22 22.23 22.24 22.25 22.26 22.27 22.28 22.29
22.30 22.31 22.32 22.33 22.34
23.1 23.2 23.3 23.4 23.5 23.6 23.7 23.8 23.9

A bill for an act
relating to business organizations; providing a prefiling document review;
regulating limited liability companies and business corporations; amending
Minnesota Statutes 2012, sections 80B.01, subdivision 6; 302A.011, subdivisions
18, 63, 64; 302A.111, subdivisions 2, 4; 302A.137; 302A.351; 302A.361;
302A.423, subdivision 2; 302A.441, subdivision 3; 302A.471, subdivision 1;
302A.473, subdivision 1; 302A.611, subdivision 1; 302A.621, subdivision 3;
302A.641, subdivision 2; 302A.651, subdivision 4; 302A.681, subdivision 1, by
adding a subdivision; 302A.683; 302A.685; 302A.687; 302A.689; 302A.691,
subdivisions 2, 3; 302A.734, subdivision 2; 322B.115, subdivision 2; 322B.155;
322B.35, subdivision 3; 322B.386, subdivision 1; 322B.689; 322B.69; 322B.71,
subdivision 1; 322B.75, subdivision 2; 322B.76, subdivision 4; 322B.78;
322B.826, subdivision 2; proposing coding for new law in Minnesota Statutes,
chapter 5.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

new text begin [5.39] PREFILING DOCUMENT REVIEW.
new text end

new text begin Subdivision 1. new text end

new text begin Authorization and initiation. new text end

new text begin (a) The secretary of state shall
conduct a prefiling review of a document proposed for filing on behalf of a business entity
if the filing party submits to the secretary of state:
new text end

new text begin (1) the document to be reviewed and a nonrefundable $250 fee; and
new text end

new text begin (2) a name reservation form, if the document proposes a name change or requires
the use of a name otherwise unregistered at the time the document is submitted under
this subdivision.
new text end

new text begin (b) If the secretary of state determines that the prefiled document meets all applicable
statutory requirements, the document shall be returned to the filing party with an approval
stamp affixed to the document that includes the approval date.
new text end

new text begin (c) The fee submitted pursuant to paragraph (a) shall be deposited by the secretary of
state in the state treasury and credited to the Uniform Commercial Code account for the
purposes in section 336.1-110.
new text end

new text begin Subd. 2. new text end

new text begin Subsequent filing. new text end

new text begin A document approved pursuant to subdivision 1 may
be filed with the secretary of state without further substantive review if:
new text end

new text begin (1) the document submitted for filing is the document submitted for prefiling review
and is submitted within six months of its approval date;
new text end

new text begin (2) the appropriate filing fee is submitted by the filing party with the document
being filed; and
new text end

new text begin (3) neither the applicable statutory requirements nor the status of the business entity
has changed since the approval date of the prefiling review.
new text end

Sec. 2.

Minnesota Statutes 2012, section 80B.01, subdivision 6, is amended to read:


Subd. 6.

Offeror.

"Offeror" means a person who makes or in any way participates in
making a takeover offer. Offeror does not include any bank or broker-dealer loaning funds
to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney,
accountant, consultant, employee, or other person furnishing information or advice to or
performing ministerial duties for an offeror, and not otherwise participating in the takeover
offer. When two or more persons act as a partnership, limited partnership, new text beginlimited liability
company,
new text endsyndicate, or other group pursuant to any agreement, arrangement, relationship,
understanding, or otherwise (whether or not in writing) for the purpose of acquiring,
owning, or voting securities of a target company, all members of the partnership, new text beginlimited
liability company,
new text endsyndicate, or other group constitute "a person."

Sec. 3.

Minnesota Statutes 2012, section 302A.011, subdivision 18, is amended to read:


Subd. 18.

Officer.

"Officer" means the chief executive officer, the chief financial
officer, a person elected, appointed, or otherwise designated as an officer pursuant to
section 302A.311, and any other person deemed elected as an officer pursuant to section
302A.321.new text begin The term does not include a person elected, appointed, or otherwise designated
chair of the board of the corporation, unless otherwise provided in the articles or bylaws.
new text end

Sec. 4.

Minnesota Statutes 2012, section 302A.011, subdivision 63, is amended to read:


Subd. 63.

Converted organization.

"Converted organization" means the new text begindomestic
or foreign
new text endcorporation or domestic new text beginor foreign new text endlimited liability company resulting from a
conversion under sections 302A.681 to 302A.691.

Sec. 5.

Minnesota Statutes 2012, section 302A.011, subdivision 64, is amended to read:


Subd. 64.

Converting organization.

"Converting organization" means the new text begindomestic
or foreign
new text endcorporation or domestic new text beginor foreign new text endlimited liability company that effects a
conversion under sections 302A.681 to 302A.691.

Sec. 6.

Minnesota Statutes 2012, section 302A.111, subdivision 2, is amended to read:


Subd. 2.

Statutory provisions that may be modified only in articles or in a
shareholder control agreement.

The following provisions govern a corporation unless
modified in the articles or in a shareholder control agreement under section 302A.457:

(a) a corporation has general business purposes (section 302A.101);

(b) a corporation has perpetual existence and certain powers (section 302A.161);

(c) the power to adopt, amend, or repeal the bylaws is vested in the board (section
302A.181);

(d) a corporation must allow cumulative voting for directors (section 302A.215,
subdivision 2
);

(e) the affirmative vote of a majority of directors present is required for an action
of the board (section 302A.237);

(f) a written action by the board taken without a meeting must be signed by all
directors (section 302A.239);

(g) the board may authorize the issuance of securities and rights to purchase
securities (section 302A.401, subdivision 1);

(h) all shares are common shares entitled to vote and are of one class and one series
(section 302A.401, subdivision 2, clauses (a) and (b));

(i) all shares have equal rights and preferences in all matters not otherwise provided
for by the board (section 302A.401, subdivision 2, clause (b));

(j) the par value of shares is fixed at one cent per share for certain purposes and may be
fixed by the board for certain other purposes (section 302A.401, subdivision 2, clause (c));

(k) the board or the shareholders may issue shares for any consideration or for no
consideration to effectuate share dividends, divisions, or combinations, and determine the
value of nonmonetary consideration (section 302A.405, subdivision 1);

(l) shares of a class or series must not be issued to holders of shares of another class
or series to effectuate share dividends, divisions, or combinations, unless authorized by a
majority of the voting power of the shares of the same class or series as the shares to be
issued (section 302A.405, subdivision 1);

(m) a corporation may issue rights to purchase securities whose terms, provisions,
and conditions are fixed by the board (section 302A.409);

(n) a shareholder has certain preemptive rights, unless otherwise provided by the
board (section 302A.413);

(o) the affirmative vote of the holders of a majority of the voting power of the
shares present and entitled to vote at a duly held meeting is required for an action of the
shareholders, except where this chapter requires the affirmative vote of a plurality of the
votes cast (section 302A.215, subdivision 1) or a majority of the voting power of all
shares entitled to vote (section 302A.437, subdivision 1);

(p) shares of a corporation acquired by the corporation may be reissued (section
302A.553, subdivision 1);

(q) each share has one vote unless otherwise provided in the terms of the share
(section 302A.445, subdivision 3);

(r) a corporation may issue shares for a consideration less than the par value, if any,
of the shares (section 302A.405, subdivision 2);

(s) the board may effect share dividends, divisions, and combinations under certain
circumstances without shareholder approval (section 302A.402); deleted text beginand
deleted text end

(t) a written action of shareholders must be signed by all shareholders (section
302A.441)deleted text begin.deleted text endnew text begin;
new text end

new text begin (u) specified amendments of the articles create dissenters' rights (section 302A.471,
subdivision 1, clause (a)); and
new text end

new text begin (v) shareholders are entitled to vote as a class or series upon proposed amendments
to the articles in specified circumstances (section 302A.137).
new text end

Sec. 7.

Minnesota Statutes 2012, section 302A.111, subdivision 4, is amended to read:


Subd. 4.

Optional provisions; specific subjects.

The provisions in paragraphs (a),
(g), (q), (r), and (u) may be included in the articles.

The provisions in paragraphs (b) to (f), (h) to (p), (s), and (t) may be included either
in the articles or the bylaws:

(a) the members of the first board may be named in the articles (section 302A.201,
subdivision 1
);

(b) a manner for increasing or decreasing the number of directors may be provided
(section 302A.203);

(c) additional qualifications for directors may be imposed (section 302A.205);

(d) directors may be classified (section 302A.213);

(e) the day or date, time, and place of board meetings may be fixed (section
302A.231, subdivision 1);

(f) absent directors may be permitted to give written consent or opposition to
a proposal (section 302A.233);

(g) a larger than majority vote may be required for board action (section 302A.237);

(h) authority to sign and deliver certain documents may be delegated to an officer
or agent of the corporation other than the chief executive officer (section 302A.305,
subdivision 2
);

(i) additional officers may be designated (section 302A.311);

(j) additional powers, rights, duties, and responsibilities may be given to officers
(section 302A.311);

(k) a method for filling vacant offices may be specified (section 302A.341,
subdivision 3
);

(l) a certain officer or agent may be authorized to sign share certificates (section
302A.417, subdivision 2);

(m) the transfer or registration of transfer of securities may be restricted (section
302A.429);

(n) the day or date, time, and place of regular shareholder meetings may be fixed
(section 302A.431, subdivision 3);

(o) certain persons may be authorized to call special meetings of shareholders
(section 302A.433, subdivision 1);

(p) notices of shareholder meetings may be required to contain certain information
(section 302A.435, subdivision 3);

(q) a larger than majority vote may be required for shareholder action (section
302A.437);

(r) voting rights may be granted in or pursuant to the articles to persons who are not
shareholders (section 302A.445, subdivision 4);

(s) corporate actions giving rise to dissenter rights may be designated (section
302A.471, subdivision 1, clause deleted text begin(e)deleted text endnew text begin (g)new text end);

(t) the rights and priorities of persons to receive distributions may be established
(section 302A.551); and

(u) a director's personal liability to the corporation or its shareholders for monetary
damages for breach of fiduciary duty as a director may be eliminated or limited in the
articles (section 302A.251, subdivision 4).

Nothing in this subdivision limits the right of the board, by resolution, to take an
action that may be included in the bylaws under this subdivision without including it in
the bylaws, unless it is required to be included in the bylaws by another provision of this
chapter. Nothing in this subdivision limits the permissible scope of a shareholder control
agreement under section 302A.457.

Sec. 8.

Minnesota Statutes 2012, section 302A.137, is amended to read:


302A.137 CLASS OR SERIES VOTING ON AMENDMENTS.

new text begin Subdivision 1. new text end

new text begin Amendments creating rights. new text end

new text beginExcept as provided in subdivision
2,
new text endthe holders of the outstanding shares of a class or series are entitled to vote as a class
or series upon a proposed amendment, whether or not entitled to vote thereon by the
provisions of the articles, if the amendment would:

(a) effect an exchange, reclassification, or cancellation of all or part of the shares of
the class or series, or effect a combination of outstanding shares of a class or series into
a lesser number of shares of the class or series where each other class and series is not
subject to a similar combination;

(b) effect an exchange, or create a right of exchange, of all or any part of the shares
of another class or series for the shares of the class or series;

(c) change the rights or preferences of the shares of the class or series;

(d) create a new class or series of shares having rights and preferences prior and
superior to the shares of that class or series, or increase the rights and preferences or the
number of authorized shares, of a class or series having rights and preferences prior or
superior to the shares of that class or series;

(e) divide the shares of the class into series and determine the designation of each
series and the variations in the relative rights and preferences between the shares of each
series, or authorize the board to do so;

(f) limit or deny any existing preemptive rights of the shares of the class or series; or

(g) cancel or otherwise affect distributions on the shares of the class or series that
have accrued but have not been declared.

new text begin Subd. 2. new text end

new text begin Combined voting groups. new text end

new text begin The articles may provide that, if a proposed
amendment entitling the holders of the outstanding shares of two or more classes or series
to vote as separate classes or series under subdivision 1 would affect those classes or
series in the same or a substantially similar way, the holders of the outstanding shares
of all the classes or series so affected must vote together as a single voting group on
the proposed amendment.
new text end

Sec. 9.

Minnesota Statutes 2012, section 302A.351, is amended to read:


302A.351 DELEGATION.

Unless prohibited by the articles or bylaws or by a resolution approved by the
affirmative vote of a majority of the directors present, an officer deleted text beginelected or appointed by
the board
deleted text end may, without the approval of the board, delegate some or all of the duties and
powers of an office to other persons. An officer who delegates the duties or powers of
an office deleted text beginremainsdeleted text endnew text begin isnew text end subject to the standard of conduct for an officer new text beginstated in section
302A.361
new text endwith respect to deleted text beginthe discharge of alldeleted text endnew text begin: (1) the act of delegation; and (2) the
supervision of persons to whom those
new text end duties and powers new text beginare new text endso delegated.

Sec. 10.

Minnesota Statutes 2012, section 302A.361, is amended to read:


302A.361 STANDARD OF CONDUCT.

An officer shall discharge the duties of an office in good faith, in a manner the
officer reasonably believes to be in the best interests of the corporation, and with the care
an ordinarily prudent person in a like position would exercise under similar circumstances.
new text beginA person who so performs those duties is not liable by reason of being or having been
an officer of the corporation.
new text endA person exercising the principal functions of an office
or to whom some or all of the duties and powers of an office are delegated pursuant to
section 302A.351 is deemed an officer for purposes of this section and sections 302A.467
and 302A.521.

Sec. 11.

Minnesota Statutes 2012, section 302A.423, subdivision 2, is amended to read:


Subd. 2.

Restrictions; rights.

A corporation shall not pay money for fractional
shares if that action would result in the cancellation of more than 20 percent of the
outstanding shares of a class or series. new text beginSubject to the rights, if any, of dissenting
shareholders under section 302A.471,
new text enda determination by the board of the fair value of
fractions of a share is conclusive in the absence of fraud. A certificated or uncertificated
fractional share does, but scrip or warrants do not unless they provide otherwise, entitle the
shareholder to exercise voting rights or to receive distributions. The board may cause scrip
or warrants to be issued subject to the condition that they become void if not exchanged
for full shares before a specified date, or that the shares for which scrip or warrants are
exchangeable may be sold by the corporation and the proceeds distributed to the holder of
the scrip or warrants, or to any other condition or set of conditions the board may impose.

Sec. 12.

Minnesota Statutes 2012, section 302A.441, subdivision 3, is amended to read:


Subd. 3.

Notice and liability.

When written action is permitted to be taken by less
than all shareholders, all shareholdersnew text begin who did not sign or consent to the written action
new text end must be notified of its text and effective time no later than five days after the effective
time of the action. Failure to provide the notice does not invalidate the written action.
A shareholder who does not sign or consent to the written action has no liability for any
action authorized by the written action.

Sec. 13.

Minnesota Statutes 2012, section 302A.471, subdivision 1, is amended to read:


Subdivision 1.

Actions creating rights.

A shareholder of a corporation may dissent
from, and obtain payment for the fair value of the shareholder's shares in the event of, any
of the following corporate actions:

(a) unless otherwise provided in the articles, an amendment of the articles that
materially and adversely affects the rights or preferences of the shares of the dissenting
shareholder in that it:

(1) alters or abolishes a preferential right of the shares;

(2) creates, alters, or abolishes a right in respect of the redemption of the shares,
including a provision respecting a sinking fund for the redemption or repurchase of the
shares;

(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares,
securities other than shares, or rights to purchase shares or securities other than shares;

(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate
votes, except as the right may be excluded or limited through the authorization or issuance
of securities of an existing or new class or series with similar or different voting rights;
except that an amendment to the articles of an issuing public corporation that provides that
section 302A.671 does not apply to a control share acquisition does not give rise to the
right to obtain payment under this section; or

(5) eliminates the right to obtain payment under this subdivision;

(b) a sale, lease, transfer, or other disposition of property and assets of the
corporation that requires shareholder approval under section 302A.661, subdivision 2, but
not including a disposition in dissolution described in section 302A.725, subdivision 2, or a
disposition pursuant to an order of a court, or a disposition for cash on terms requiring that
all or substantially all of the net proceeds of disposition be distributed to the shareholders
in accordance with their respective interests within one year after the date of disposition;

(c) a plan of merger, whether under this chapter or under chapter 322B, to which the
corporation is a constituent organization, except as provided in subdivision 3, and except
for a plan of merger adopted under section 302A.626;

(d) a plan of exchange, whether under this chapter or under chapter 322B, to which
the corporation is a party as the corporation whose shares will be acquired by the acquiring
organization, except as provided in subdivision 3;

(e) a plan of conversion adopted by the corporation; deleted text beginor
deleted text end

(f) new text beginan amendment of the articles in connection with a combination of a class or series
under section 302A.402 that reduces the number of shares of the class or series owned by
the shareholder to a fraction of a share if the corporation exercises its right to repurchase
the fractional share so created under section 302A.423; or
new text end

new text begin (g) new text endany other corporate action taken pursuant to a shareholder vote with respect to
which the articles, the bylaws, or a resolution approved by the board directs that dissenting
shareholders may obtain payment for their shares.

Sec. 14.

Minnesota Statutes 2012, section 302A.473, subdivision 1, is amended to read:


Subdivision 1.

Definitions.

(a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.

(b) "Corporation" means the issuer of the shares held by a dissenter before the
corporate action referred to in section 302A.471, subdivision 1 or the successor by merger
of that issuer.

(c) "Fair value of the shares" means the value of the shares of a corporation
immediately before the effective date of the corporate action referred to in section
302A.471, subdivision 1.

(d) "Interest" means interest commencing five days after the effective date of the
corporate action referred to in section 302A.471, subdivision 1, up to and including the
date of payment, calculated at the rate provided in section 549.09 deleted text beginfor interest on verdicts
and judgments
deleted text endnew text begin, subdivision 1, paragraph (c), clause (1)new text end.

Sec. 15.

Minnesota Statutes 2012, section 302A.611, subdivision 1, is amended to read:


Subdivision 1.

Contents of plan.

A plan of merger or exchange shall contain:

(a) The names of the constituent organizations proposing to merge or participate in
an exchange, and:

(1) in the case of a merger, the name of the surviving organization;

(2) in the case of an exchange, the name of the acquiring organization;

(b) The terms and conditions of the proposed merger or exchange;

(c)(1) In the case of a merger, the manner and basis of converting the ownership
interests of the constituent organizations into securities of, or other ownership interests in,
the surviving organization or of any other organization, or, in whole or in part, into money
or other propertynew text begin, or of canceling some or all of the ownership interestsnew text end; or

(2) In the case of an exchange, the manner and basis of exchanging the shares to be
acquired for securities of, or other ownership interests in, the acquiring organization or
any other organization or, in whole or part, into money or other propertynew text begin, or of canceling
some of the shares
new text end;

(d) In the case of a merger, a statement of any amendments to the articles of
incorporation or organization of the surviving organization proposed as part of the merger;
and

(e) Any other provisions with respect to the proposed merger or exchange that are
deemed necessary or desirable.

Sec. 16.

Minnesota Statutes 2012, section 302A.621, subdivision 3, is amended to read:


Subd. 3.

Articles of merger; contents of articles.

Articles of merger shall be
prepared that contain:

(1) the plan of merger;

(2) new text begina statement that the parent owns directly, or indirectly through related
organizations, at least 90 percent of
new text endthe deleted text beginnumber ofdeleted text end outstanding shares or other ownership
interests of each class and series of each subsidiary that is a constituent organization in the
merger, other than the classes or series that, absent this section, would otherwise not be
entitled to vote on the mergerdeleted text begin, and the number of shares of each class and series or other
ownership interests of the subsidiary or subsidiaries, other than classes or series that,
absent this section, would otherwise not be entitled to vote on the merger, owned by the
parent directly, or indirectly through related organizations
deleted text end; and

(3) a statement that the plan of merger has been approved by the parent under this
section.

Sec. 17.

Minnesota Statutes 2012, section 302A.641, subdivision 2, is amended to read:


Subd. 2.

Effect on organization.

When a merger becomes effective:

(a) the constituent organizations become a single entity, the surviving corporation or
surviving limited liability company, as the case may be;

(b) the separate existence of all constituent organizations except the surviving
organization ceases;

(c) if the surviving organization is a corporation, the surviving corporation has all the
rights, privileges, immunities, and powers, and is subject to all the duties and liabilities, of
a corporation incorporated under this chapter;

(d) the surviving organization, whether a corporation, foreign corporation, or
domestic or foreign limited liability company, possesses all the rights, privileges,
immunities, and franchises, of a public as well as of a private nature, of each of the
constituent organizations. All property, real, personal, and mixed, and all debts due on
any account, including subscriptions to shares, and all other choses in action, and every
other interest of or belonging to or due to each of the constituent organizations vests in the
surviving organization without any further act or deed. Confirmatory deeds, assignments,
or similar instruments to accomplish that vesting may be signed and delivered at any time
in the name of a constituent organization by its current officers or managers, as the case
may be, or, if the organization no longer exists, by its last officers or managers, as the case
may be. The title to any real deleted text beginestatedeleted text endnew text begin, personal, or mixed propertynew text end or any interest deleted text beginthereindeleted text endnew text begin in
real, personal, or mixed property
new text end vested in any of the constituent organizations does not
revert nor in any way become impaired by reason of the merger;

(e) the surviving organization is responsible and liable for all the liabilities and
obligations of each of the constituent organizations. A claim of or against or a pending
proceeding by or against a constituent organization may be prosecuted as if the merger
had not taken place, or the surviving organization may be substituted in the place of the
constituent organization. Neither the rights of creditors nor any liens upon the property of
a constituent organization are impaired by the merger; and

(f) the articles of the surviving organization are deemed to be amended to the extent
that changes in its articles, if any, are contained in the plan of merger.

Sec. 18.

Minnesota Statutes 2012, section 302A.651, subdivision 4, is amended to read:


Subd. 4.

Foreign surviving organization.

If the surviving organization in a merger
will be a foreign corporation or limited liability company and will transact business in
this state, it shall comply with the provisions of chapter 303 with respect to foreign
corporations or chapter 322B with respect to foreign limited liability companies. In every
case the surviving organization shall file with the secretary of state:

(a) an agreement that it may be served with process in this state in a proceeding for
the enforcement of an obligation of a constituent organization and in a proceeding for the
enforcement of the rights of a dissenting shareholder of a constituent corporation against
the surviving organization;

(b) an irrevocable appointment of the secretary of state as its agent to accept service
of process in any proceedingnew text begin as provided in section 5.25new text end, and an address to which process
may be forwarded; and

(c) an agreement that it will promptly pay to the dissenting shareholders of each
domestic constituent corporation the amount, if any, to which they are entitled under
section 302A.473.

Sec. 19.

Minnesota Statutes 2012, section 302A.681, subdivision 1, is amended to read:


Subdivision 1.

Conversions authorized.

new text begin In each case pursuant to a plan of
conversion:
new text end

new text begin (1) new text enda new text begindomestic new text endcorporation may become a domestic new text beginor foreign new text endlimited liability
companydeleted text begin, anddeleted text endnew text begin or a foreign corporation;
new text end

new text begin (2)new text end a domestic limited liability company may become a new text begindomestic or foreign
new text endcorporationdeleted text begin, in each case pursuant to a plan of conversiondeleted text endnew text begin or a foreign limited liability
company; and
new text end

new text begin (3) a foreign corporation or foreign limited liability company may become a
domestic corporation or a domestic limited liability company
new text end.

Sec. 20.

Minnesota Statutes 2012, section 302A.681, is amended by adding a
subdivision to read:


new text begin Subd. 3. new text end

new text begin Additional provisions applicable to conversions to or from foreign
organizations.
new text end

new text begin If either the converting organization or the converted organization is a
foreign organization, then:
new text end

new text begin (1) the conversion is authorized only if it is permitted by, and effected in compliance
with, the applicable laws of the jurisdiction under which the foreign organization is or
will be incorporated or organized;
new text end

new text begin (2) if the converted organization will be a foreign organization and will transact
business in this state, the converted organization shall comply with the provisions of
chapter 303 with respect to foreign corporations or chapter 322B with respect to foreign
limited liability companies, as applicable. In every such case, the converted organization
shall file with the secretary of state:
new text end

new text begin (i) an agreement that it may be served with process in this state in a proceeding for
the enforcement of an obligation of the converting organization and in a proceeding for
the enforcement of the rights of a dissenting shareholder of the converting organization
against the converted organization if the converting organization is a domestic corporation;
new text end

new text begin (ii) an irrevocable appointment of the secretary of state as its agent to accept service
of process in any proceeding as provided in section 5.25, and an address to which process
may be forwarded; and
new text end

new text begin (iii) if the converting organization is a domestic organization, an agreement that it
will promptly pay to the dissenting owners of the organization the amount, if any to which
they are entitled under section 302A.473 or 322B.383, as applicable.
new text end

Sec. 21.

Minnesota Statutes 2012, section 302A.683, is amended to read:


302A.683 PLAN OF CONVERSION.

A plan of conversion must contain:

(1) the name of the converting organization;

(2) the name of the converted organization;

(3) whether the converted organization is a new text begindomestic or foreign new text endcorporation or a
new text begindomestic or foreign new text endlimited liability companynew text begin and the name of the jurisdiction under which
the converted organization will be incorporated or organized
new text end;

(4) the terms and conditions of the proposed conversion;

(5) the manner and basis of converting each ownership interest in the converting
organization into ownership interests in the converted organization or, in whole or in
part, into money or other property;

(6) new text beginif the converted organization is a domestic organization, new text enda copy of the proposed
articles of incorporation or articles of organization of the converted organization; and

(7) any other provisions with respect to the proposed conversion that are deemed
necessary or desirable.

Sec. 22.

Minnesota Statutes 2012, section 302A.685, is amended to read:


302A.685 PLAN APPROVAL.

new text begin Subdivision 1. new text end

new text begin Application to domestic and foreign organizations. new text end

new text begin If the
converting organization is a domestic organization, the plan of conversion must be
approved under subdivisions 2 and 3. If the converting organization is a foreign
organization, the plan of conversion must be approved under subdivision 4.
new text end

deleted text begin Subdivision 1. deleted text end new text begin Subd. 2. new text end

Board approval; notice to owners.

A resolution
containing the plan of conversion must be approved by the affirmative vote of a majority
of the directors or governors present at a meeting of the board of directors or the board
of governors of the converting organization and must then be submitted at a regular or
a special meeting to the owners of the converting organization. Written notice must be
given to every owner of the converting organization, whether or not entitled to vote at the
meeting, not less than 14 days nor more than 60 days before the meeting, in the manner
provided in section 302A.435 for notice of a meeting of shareholders or in the manner
provided in section 322B.34 for notice of a meeting of members. The written notice must
state that a purpose of the meeting is to consider the proposed plan of conversion. A copy or
short description of the plan of conversion must be included in or enclosed with the notice.

Subd. deleted text begin2deleted text endnew text begin 3new text end.

Approval by owners.

At the meeting, a vote of the owners must be taken
on the proposed plan. The plan of conversion is adopted when approved by the affirmative
vote of the holders of a majority of the voting power of all shares or membership interests
entitled to vote. A class or series of shares or membership interests is entitled to vote as a
class or series on the approval of the plan.

new text begin Subd. 4. new text end

new text begin Foreign organizations. new text end

new text begin The conversion must be approved in accordance
with the applicable laws of the jurisdiction under which the foreign organization is
incorporated or organized.
new text end

Sec. 23.

Minnesota Statutes 2012, section 302A.687, is amended to read:


302A.687 ARTICLES OF CONVERSION.

Subdivision 1.

Contents of articles.

Upon receiving the approval required by
section 302A.685, articles of conversion must be prepared that contain:

(1) the plan of conversion;

(2) the name of the converting organization immediately before the filing of the
articles of conversion and the name to which the name of the converting organization is
to be changed, which shall be a name that satisfies the laws applicable to the converted
organization;

(3) the type of organization that the converted organization will benew text begin and the name of
the jurisdiction under which the converted organization will be incorporated or organized
new text end;

(4) a statement that the plan of conversion has been approved by the converting
organization under section 302A.685; and

(5) new text beginif the converted organization is a domestic organization, new text enda copy of the articles of
incorporation or the articles of organization of the converted organization.

Subd. 2.

Articles signed, filed.

The articles of conversion must be signed on behalf
of the converting organization and filed with the secretary of state. new text beginIf the converted
organization is a domestic organization,
new text endfiling of the articles of conversion is also deemed
to be a filing with the secretary of state of the articles of incorporation or the articles of
organization of the converted organization.

Subd. 3.

Certificate.

The secretary of state shall issue new text beginto the converted organization
or its legal representative
new text enda certificate of conversion andnew text begin, if the converted organization
is a domestic organization,
new text end a certificate of incorporation or a certificate of organization
deleted text beginto the converted organization or its legal representativedeleted text end.

Sec. 24.

Minnesota Statutes 2012, section 302A.689, is amended to read:


302A.689 ABANDONMENT OF CONVERSION.

Subdivision 1.

By shareholders or plan.

After a plan of conversion new text beginof a domestic
converting organization
new text endhas been approved by the owners entitled to vote on the approval
of the plan as provided in section 302A.685, and before the effective date of the plan, it
may be abandoned:

(1) if the owners of the converting organization entitled to vote on the approval of
the plan as provided in section 302A.685 have approved the abandonment at a meeting
by the affirmative vote of the holders of a majority of the voting power of the shares
or membership interests entitled to vote;

(2) if the plan itself provides for abandonment and all conditions for abandonment
set forth in the plan are met; or

(3) pursuant to subdivision 2.

Subd. 2.

By board.

A plan of conversion new text beginof a domestic converting organization new text endmay
be abandoned, before the effective date of the plan, by a resolution of the board of directors
or the board of governors of the converting organization abandoning the plan of conversion
approved by the affirmative vote of a majority of the directors or governors present.

Subd. 3.

Filing of articles.

If articles of conversion new text beginof a domestic converting
organization
new text endhave been filed with the secretary of state, but have not yet become effective,
the converting organization shall file with the secretary of state articles of abandonment
that contain:

(1) the name of the converting organization;

(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
abandoning the plan.

new text begin Subd. 4. new text end

new text begin Foreign organizations. new text end

new text begin A plan of conversion adopted by a foreign
organization may be abandoned in accordance with the applicable laws of the jurisdiction
under which the foreign organization is incorporated or organized.
new text end

Sec. 25.

Minnesota Statutes 2012, section 302A.691, subdivision 2, is amended to read:


Subd. 2.

Effect on organization.

(a) A converted organization is for all purposes the
same organization as the converting organization, having been incorporated or organized
on the date that the converting organization was originally incorporated or organized.

(b) When a conversion becomes effective:

(1) if the converted organization is a new text begindomestic new text endcorporation, the converted
organization has all the rights, privileges, immunities, and powers, and is subject to all the
duties and liabilities, of a corporation incorporated under this chapter;

(2) if the converted organization is a new text begindomestic new text endlimited liability company, the
converted organization has all the rights, privileges, immunities, and powers, and is subject
to all the duties and liabilities, of a limited liability company organized under chapter 322B;

(3) all property owned by the converting organization remains vested in the
converted organization;

(4) all debts, liabilities, and other obligations of the converting organization continue
as obligations of the converted organization;

(5) an action or proceeding pending by or against the converting organization may
be continued as if the conversion had not occurred; and

(6) all rights, privileges, immunities, and powers of the converting organization
remain vested in the converted organization.

Sec. 26.

Minnesota Statutes 2012, section 302A.691, subdivision 3, is amended to read:


Subd. 3.

Effect on shareholders or members.

When a conversion becomes
effective, each share or membership interest in the converting organization is deemed
to be converted into shares or membership interests in the converted organization or,
in whole or in part, into money or other property to be received under the plan by the
shareholders or the members, subject to any dissenters' rights under section 302A.471, in
the case of shareholders of deleted text beginthedeleted text endnew text begin anew text end converting organizationnew text begin that is a domestic corporationnew text end,
or section 322B.383, in the case of members of deleted text beginthedeleted text endnew text begin anew text end converting organizationnew text begin that is a
domestic limited liability company
new text end.

Sec. 27.

Minnesota Statutes 2012, section 302A.734, subdivision 2, is amended to read:


Subd. 2.

Certificate.

The secretary of state shall issue to the corporation or its legal
representative a certificate of dissolution that contains:

(1) the name of the corporation;

(2) the date the new text beginarticles of new text enddissolution deleted text beginwasdeleted text endnew text begin werenew text end filed with the secretary of state
new text begin or any later effective date or later effective time stated in the articles of dissolution in
accordance with subdivision 1
new text end; and

(3) a statement that the corporation is dissolved.

Sec. 28.

Minnesota Statutes 2012, section 322B.115, subdivision 2, is amended to read:


Subd. 2.

Statutory provisions that may be modified only in articles of
organization or a member control agreement.

The following provisions govern a
limited liability company unless modified in the articles of organization or a member
control agreement under section 322B.37:

(1) a limited liability company has general business purposes (section 322B.10);

(2) a limited liability company has certain powers (section 322B.20);

(3) the power to adopt, amend, or repeal the bylaws is vested in the board of
governors (section 322B.603);

(4) a limited liability company must allow cumulative voting for governors (section
322B.63, subdivision 2);

(5) the affirmative vote of a majority of governors present is required for an action of
the board of governors (section 322B.653);

(6) a written action by the board of governors taken without a meeting must be
signed by all governors (section 322B.656);

(7) the board may accept contributions, make contribution agreements, and make
contribution allowance agreements (sections 322B.40, subdivision 1; 322B.42; and
322B.43);

(8) all membership interests are ordinary membership interests entitled to vote and
are of one class with no series (section 322B.40, subdivision 5, clauses (1) and (2));

(9) all membership interests have equal rights and preferences in all matters not
otherwise provided for by the board of governors (section 322B.40, subdivision 5, clause
(2));

(10) the value of previous contributions is to be restated when a new contribution is
accepted (section 322B.41);

(11) a member has certain preemptive rights, unless otherwise provided by the board
of governors (section 322B.33);

(12) the affirmative vote of the owners of a majority of the voting power of the
membership interests present and entitled to vote at a duly held meeting is required for
an action of the members, except where this chapter requires the affirmative vote of a
plurality of the votes cast (section 322B.63, subdivision 1) or a majority of the voting
power of all membership interests entitled to vote (section 322B.35, subdivision 1);

(13) the voting power of each membership interest is in proportion to the value
reflected in the required records of the contributions of the members (section 322B.356);

(14) members share in distributions in proportion to the value reflected in the
required records of the contributions of members (section 322B.50);

(15) members share profits and losses in proportion to the value reflected in the
required records of the contributions of members (section 322B.326);

(16) a written action by the members taken without a meeting must be signed by
all members (section 322B.35);

(17) members have no right to receive distributions in kind and the limited liability
company has only limited rights to make distributions in kind (section 322B.52);

(18) a member is not subject to expulsion (section 322B.306, subdivision 2);

(19) unanimous consent is required for the transfer of governance rights to a person
not already a member (section 322B.313, subdivision 2);

(20) for limited liability companies whose existence begins before August 1, 1999,
unanimous consent is required to avoid dissolution (section 322B.80, subdivision 1,
clause (5)(i));

(21) the termination of a person's membership interest has specified consequences
(section 322B.306); deleted text beginand
deleted text end

(22) restrictions apply to the assignment of governance rights (section 322B.313)new text begin; and
new text end

new text begin (23) members are entitled to vote as a class or series upon proposed amendments to
the articles in specified circumstances (section 322B.155)
new text end.

Sec. 29.

Minnesota Statutes 2012, section 322B.155, is amended to read:


322B.155 CLASS OR SERIES VOTING ON AMENDMENTS.

new text begin Subdivision 1. new text end

new text begin Amendments creating rights. new text end

new text beginExcept as provided in subdivision 2,
new text endthe owners of the outstanding membership interests of a class or series are entitled to vote
as a class or series upon a proposed amendment to the articles of organization, whether or
not entitled to vote on the amendment by the provisions of the articles of organization,
if the amendment would:

(1) effect an exchange, reclassification, or cancellation of all or part of the
membership interests of the class or series, or effect a combination of outstanding
membership interests of a class or series into a lesser number of membership interests of
the class or series where each other class or series is not subject to a similar combination;

(2) effect an exchange, or create a right of exchange, of all or any part of the
membership interests of another class or series for the membership interests of the class
or series;

(3) change the rights or preferences of the membership interests of the class or series;

(4) create a new class or series of membership interests having rights and preferences
prior and superior to the membership interests of that class or series, or increase the rights
and preferences or the number of membership interests, of a class or series having rights
and preferences prior or superior to the membership interests of that class or series;

(5) divide the membership interests of the class into series and determine the
designation of each series and the variations in the relative rights and preferences between
the membership interests of each series or authorize the board of governors to do so;

(6) limit or deny any existing preemptive rights of the membership interests of
the class or series; or

(7) cancel or otherwise affect distributions on the membership interests of the class
or series.

new text begin Subd. 2. new text end

new text begin Combined voting groups. new text end

new text begin The articles of organization may provide that,
if a proposed amendment entitling the holders of the outstanding membership interests
of two or more classes or series to vote as separate classes or series under subdivision 1
would affect those classes or series in the same or a substantially similar way, the holders
of the outstanding membership interests of all the classes or series so affected must vote
together as a single voting group on the proposed amendment.
new text end

Sec. 30.

Minnesota Statutes 2012, section 322B.35, subdivision 3, is amended to read:


Subd. 3.

Notice and liability.

When written action is permitted to be taken by less
than all members, all members new text beginwho did not sign or consent to the written action new text endmust be
notified of its text and effective date no later than five days after the effective time of the
action. Failure to provide the notice does not invalidate the written action. A member
who does not sign or consent to the written action has no liability for the action or actions
taken by the written action.

Sec. 31.

Minnesota Statutes 2012, section 322B.386, subdivision 1, is amended to read:


Subdivision 1.

Definitions.

(a) For purposes of this section, the terms defined in this
subdivision have the meanings given them.

(b) "Limited liability company" means a limited liability company whose members
have obtained rights to dissent under section 322B.383, subdivision 1, and includes any
successor by merger.

(c) "Fair value of the membership interests" means the value of the membership
interests of a limited liability company immediately before the effective date of the limited
liability company action referred to in section 322B.383, subdivision 1.

(d) "Interest" means interest beginning five days after the effective date of the
limited liability company action referred to in section 322B.383, subdivision 1, up to and
including the date of payment, calculated at the rate provided in section 549.09 deleted text beginfor interest
on verdicts and judgments
deleted text endnew text begin, subdivision 1, paragraph (c), clause (1)new text end.

(e) "Member" includes a former member when dissenters' rights exist because:

(1) the membership of that former member has terminated causing dissolution; and

(2) the dissolved limited liability company has then entered into a winding up
merger under section 322B.81, subdivision 3.

Sec. 32.

Minnesota Statutes 2012, section 322B.689, is amended to read:


322B.689 DELEGATION.

Unless prohibited by the articles, a member control agreement, or bylaws or by a
resolution approved by the affirmative vote of a majority of the governors present, a
manager deleted text beginelected or appointed by the board of governorsdeleted text end may, without the approval of the
board, delegate some or all of the duties and powers of an office to other persons. A
manager who delegates the duties or powers of an office deleted text beginremainsdeleted text endnew text begin isnew text end subject to the standard
of conduct for a manager new text beginin section 322B.69 new text endwith respect to deleted text beginthe discharge of alldeleted text endnew text begin: (1) the
act of delegation; and (2) the supervision of persons to whom those
new text end duties and powers new text beginare
new text endso delegated.

Sec. 33.

Minnesota Statutes 2012, section 322B.69, is amended to read:


322B.69 STANDARD OF CONDUCT.

A manager shall discharge the duties of an office in good faith, in a manner the
manager reasonably believes to be in the best interests of the limited liability company,
and with the care an ordinarily prudent person in a like position would exercise under
similar circumstances. new text beginA person who so performs those duties is not liable by reason of
being or having been a manager of the limited liability company.
new text endA person exercising the
principal functions of an office or to whom some or all of the duties and powers of an
office are delegated pursuant to section 322B.689 is considered a manager for purposes of
this section and sections 322B.38 and 322B.699.

Sec. 34.

Minnesota Statutes 2012, section 322B.71, subdivision 1, is amended to read:


Subdivision 1.

Contents of plan.

A plan of merger or exchange must contain:

(1) the name of the limited liability company and each other constituent organization
proposing to merge or participate in an exchange, and:

(i) in the case of a merger, the name of the surviving organization, which may be the
limited liability company or another constituent organization; or

(ii) in the case of an exchange, the name of the acquiring organization;

(2) the terms and conditions of the proposed merger or exchange;

(3)(i) in the case of a merger, the manner and basis of converting the ownership
interests of the constituent organizations into securities of, or other ownership interests in,
the surviving organization or of any other organization, or, in whole or in part, into money
or other propertynew text begin, or of canceling some or all of such ownership interestsnew text end; or

(ii) in the case of an exchange, the manner and basis of exchanging the ownership
interests to be acquired for securities of, or other ownership interests in, the acquiring
organization or any other organization or, in whole or part, for money or other propertynew text begin, or
of canceling some or all of such ownership interests; or
new text end;

(4) in the case of a merger, a statement of any amendments to the articles of
organization or articles of incorporation, as the case may be, of the surviving organization
proposed as part of the merger; and

(5) any other provisions with respect to the proposed merger or exchange that are
considered necessary or desirable.

Sec. 35.

Minnesota Statutes 2012, section 322B.75, subdivision 2, is amended to read:


Subd. 2.

Effect on constituent organizations.

When a merger becomes effective:

(1) the constituent organizations become a single entity, the surviving limited
liability company or corporation, as the case may be;

(2) the separate existence of all constituent organizations except the surviving
organization ceases;

(3) as to any limited liability company that was a constituent organization and is not
the surviving organization, the articles of merger serve as the articles of termination, and,
unless previously filed, the notice of dissolution;

(4)(i) if the surviving organization is a limited liability company, the surviving
limited liability company has all the rights, privileges, immunities, and powers, and is
subject to all the duties and liabilities of a limited liability company under this chapter; and

(ii) if the surviving organization is not a limited liability company, the surviving
organization has all the rights, privileges, immunities, and powers, and is subject to all the
duties and liabilities of the organization under its governing law;

(5) the surviving organization, whether a limited liability company, a foreign
limited liability company, a domestic corporation, a foreign corporation, or a cooperative
organized under chapter 308A or 308B, possesses all the rights, privileges, immunities,
and franchises, of a public as well as of a private nature, of each of the constituent
organizations. All property, real, personal, and mixed, and all debts due on any account,
including subscriptions to shares and contribution agreements, as the case may be, and all
other choses in action, and every other interest of or belonging to or due to each of the
constituent organizations vests in the surviving organization without any further act or
deed. Confirmatory deeds, assignments, or similar instruments to accomplish that vesting
may be signed and delivered at any time in the name of a constituent organization by its
current officers or managers, as the case may be, or, if the organization no longer exists,
by its last officers or managers, as the case may be. The title to any real deleted text beginestatedeleted text endnew text begin, personal,
or mixed property,
new text end or any interest in real deleted text beginestatedeleted text endnew text begin, personal, or mixed propertynew text end vested in
any of the constituent organizations does not revert nor in any way become impaired
by reason of the merger;

(6) the surviving organization is responsible and liable for all the liabilities and
obligations of each of the constituent organizations. A claim of or against or a pending
proceeding by or against a constituent organization may be prosecuted as if the merger
had not taken place, or the surviving organization may be substituted in the place of the
constituent organization. Neither the rights of creditors nor any liens upon the property of
a constituent organization are impaired by the merger; and

(7) the articles of organization or articles of incorporation, as the case may be, of
the surviving organization are considered to be amended to the extent that changes in its
articles, if any, are contained in the plan of merger.

Sec. 36.

Minnesota Statutes 2012, section 322B.76, subdivision 4, is amended to read:


Subd. 4.

deleted text beginSurviving foreign corporation or foreign limited liability company
deleted text endnew text begin Foreign surviving organizationnew text end.

If the surviving organization in a merger will be a
foreign corporation or foreign limited liability company and will transact business in this
state, it shall comply, as the case may be, with the provisions of chapter 303 with respect
to foreign corporations or with the provisions of this chapter with respect to foreign
limited liability companies. In every case the surviving foreign corporation or foreign
limited liability company 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 organization and in a proceeding for the
enforcement of the rights of a dissenting owner of an ownership interest of a constituent
organization against the surviving foreign corporation or foreign limited liability company;

(2) an irrevocable appointment of the secretary of state as its agent to accept service
of process in any proceedingdeleted text begin,deleted text endnew text begin as provided in section 5.25,new text end and an address to which process
may be forwarded; and

(3) an agreement that it will promptly pay to any dissenting members of each
constituent domestic limited liability company the amount, if any, to which they are
entitled under section 322B.386.

Sec. 37.

Minnesota Statutes 2012, section 322B.78, is amended to read:


322B.78 CONVERSION.

A domestic limited liability company that is not a nonprofit limited liability company
may convert to a domestic new text beginor foreign new text endcorporation new text beginor a foreign limited liability company
new text endpursuant to sections 302A.681 to 302A.691.

Sec. 38.

Minnesota Statutes 2012, section 322B.826, subdivision 2, is amended to read:


Subd. 2.

Certificate.

The secretary of state shall issue to the limited liability
company or its legal representative a certificate of termination that contains:

(1) the name of the limited liability company;

(2) the date the new text beginarticles of new text endtermination deleted text beginwasdeleted text endnew text begin werenew text end filed with the secretary of state
new text begin or any later effective date or later effective time stated in the articles of termination in
accordance with subdivision 1
new text end; and

(3) a statement that the limited liability company is terminated at the effective date
of the termination.