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HF 2764

1st Engrossment - 90th Legislature (2017 - 2018) Posted on 02/26/2018 03:46pm

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A bill for an act
relating to business organizations; regulating business corporations, nonprofit
corporations, limited partnerships, and limited liability companies; providing for
conversions and domestications; amending Minnesota Statutes 2016, sections
302A.011, subdivision 36, by adding a subdivision; 302A.015, subdivision 1;
302A.255, subdivision 3; 302A.401, subdivision 1; 302A.449, subdivision 3;
302A.471, subdivision 3; 302A.473, subdivisions 2, 3, 4; 302A.613, subdivision
1, by adding a subdivision; 302A.621, subdivisions 1, 2a; 302A.626, subdivision
3; 302A.682, by adding a subdivision; 321.1102; 321.1103; 321.1104; 321.1105;
322C.0706; 322C.1001, by adding subdivisions; 323A.0902; 323A.0903;
323A.0904; Minnesota Statutes 2017 Supplement, section 317A.621; proposing
coding for new law in Minnesota Statutes, chapters 5; 302A; 321; 322C; 323A;
repealing Minnesota Statutes 2016, section 323A.0908.

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

Section 1.

[5.40] DOMESTICATION AND CONVERSION FEES.

The filing fee for any conversion or domestication filed with the secretary of state
pursuant to chapters 302A, 308A, 308B, 317A, 321, 322C, and 323A is $60.

Sec. 2.

Minnesota Statutes 2016, section 302A.011, subdivision 36, is amended to read:


Subd. 36.

Written action.

"Written action" means a written document record signed,
or consented to by authenticated electronic communication,
by all of the persons required
to take the action described. The term also means the counterparts of a written document
record
signed, or consented to by authenticated electronic communication, by any of the
persons taking the action described. Each counterpart constitutes the action of the persons
signing or so consenting to it, and all the counterparts, taken together, constitute one written
action by all of the persons signing or so consenting to them.

Sec. 3.

Minnesota Statutes 2016, section 302A.011, is amended by adding a subdivision
to read:


Subd. 71.

Record.

"Record" means information that is inscribed on a tangible medium
or that is stored in an electronic or other medium and is retrievable in perceivable form.

Sec. 4.

Minnesota Statutes 2016, section 302A.015, subdivision 1, is amended to read:


Subdivision 1.

Definitions.

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

(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless,
optical, electromagnetic, or similar capabilities.

(c) "Electronic record" means a record created, generated, sent, communicated, received,
or stored by electronic means.

(d) "Electronic signature" means an electronic sound, symbol, or process attached to or
logically associated with a record and executed or adopted by a person with the intent to
sign the record.

(e) "Record" means information that is inscribed on a tangible medium or that is stored
in an electronic or other medium and is retrievable in perceivable form.

Sec. 5.

[302A.191] FORUM SELECTION PROVISIONS.

Subdivision 1.

Authorization.

The articles or bylaws may require, consistent with
applicable jurisdictional requirements, that any or all internal corporate claims must be
brought exclusively in any or all of the courts in this state. The articles or bylaws must not
prohibit bringing an internal corporate claim in the courts of this state.

Subd. 2.

Definition.

"Internal corporate claim" means any:

(a) claim that is based upon a violation of a duty under the laws of this state by a current
or former director, officer, or shareholder in such capacity;

(b) derivative action or proceeding brought on behalf of the corporation; or

(c) action asserting a claim arising under this chapter or the corporation's articles or
bylaws.

Sec. 6.

Minnesota Statutes 2016, section 302A.255, subdivision 3, is amended to read:


Subd. 3.

Compensation agreements.

During any tender offer or request or invitation
for tenders of any class or series of shares of a publicly held corporation, other than an offer,
request, or invitation by the publicly held corporation or by another person pursuant to a
plan of merger approved by the publicly held corporation's board in accordance with section
302A.613 or 302A.621
, the publicly held corporation shall not enter into or amend, directly
or indirectly, agreements containing provisions, whether or not dependent on the occurrence
of any event or contingency, that increase, directly or indirectly, the current or future
compensation of any officer or director of the publicly held corporation. This subdivision
does not prohibit routine increases in compensation, or other routine compensation
agreements, undertaken in the ordinary course of the publicly held corporation's business.

Sec. 7.

Minnesota Statutes 2016, section 302A.401, subdivision 1, is amended to read:


Subdivision 1.

Board may authorize.

(a) Subject to any restrictions in the articles, a
corporation may issue securities and rights to purchase securities only when authorized by
the board.

(b) A resolution of the board authorizing the issuance of shares may provide that any
shares to be issued pursuant to the resolution may be issued in one or more transactions in
such numbers, upon such terms, and at such times as are set forth in or determined by or in
the manner set forth in the resolution, which may include a determination or action by any
person, whether or not the person is a director, but only if the resolution fixes a maximum
number of shares that may be issued pursuant to the resolution, a time period during which
those shares may be issued, and a minimum amount of consideration for which those shares
may be issued, as that consideration is determined in accordance with section 302A.405,
subdivision 1.

Sec. 8.

Minnesota Statutes 2016, section 302A.449, subdivision 3, is amended to read:


Subd. 3.

Termination.

An appointment may be terminated at will, unless the appointment
is coupled with an interest, in which case it shall not be terminated except in accordance
with the terms of an agreement, if any, between the parties to the appointment. Termination
may be made: (1) by filing written notice of the termination of the appointment with an
officer of the corporation, or (2) by filing a new written appointment of a proxy, signed by
the shareholder, with an officer of the corporation, or (3) by telephonic transmission or
authenticated electronic communication, whether or not accompanied by written instructions
of the shareholder, of a new appointment of a proxy with the corporation or the corporation's
duly authorized agent, or (4) by the shareholder's attendance and voting at the meeting of
shareholders to which the appointment relates
. Termination in any such manner revokes all
prior proxy appointments and is effective when filed with an officer of the corporation or ,
when the telephonic transmission or authenticated electronic communication is received by
the corporation or the corporation's duly authorized agent, or when the shareholder votes
at the meeting
. The telephonic transmission or authenticated electronic communication must
set forth or be submitted with information from which it can be determined that the new
appointment was authorized by the shareholder.

Sec. 9.

Minnesota Statutes 2016, section 302A.471, subdivision 3, is amended to read:


Subd. 3.

Rights not to apply.

(a) Unless the articles, the bylaws, or a resolution approved
by the board otherwise provide, the right to obtain payment under this section does not
apply to a shareholder of (1) the surviving corporation in a merger with respect to shares
of the shareholder that are not entitled to be voted on the merger and are not canceled or
exchanged in the merger or (2) the corporation whose shares will be acquired by the acquiring
organization in a plan of exchange with respect to shares of the shareholder that are not
entitled to be voted on the plan of exchange and are not exchanged in the plan of exchange.

(b) If a date is fixed according to section 302A.445, subdivision 1, for the determination
of shareholders entitled to receive notice of and to vote on an action described in subdivision
1, only shareholders as of the date fixed, and beneficial owners as of the date fixed who
hold through shareholders, as provided in subdivision 2, may exercise dissenters' rights.

(c) Notwithstanding subdivision 1, the right to obtain payment under this section, other
than in connection with a plan of merger adopted under section 302A.613, subdivision 4,
or
302A.621
, is limited in accordance with the following provisions:

(1) The right to obtain payment under this section is not available for the holders of
shares of any class or series of shares that is listed on the New York Stock Exchange, the
American Stock Exchange
NYSE MKT LLC, the Nasdaq Global Market, or the NASDAQ
Global Select Market, the Nasdaq Capital Market, or any successor to any such market.

(2) The applicability of clause (1) is determined as of:

(i) the record date fixed to determine the shareholders entitled to receive notice of, and
to vote at, the meeting of shareholders to act upon the corporate action described in
subdivision 1; or

(ii) the day before the effective date of corporate action described in subdivision 1 if
there is no meeting of shareholders.

(3) Clause (1) is not applicable, and the right to obtain payment under this section is
available pursuant to subdivision 1, for the holders of any class or series of shares who are
required by the terms of the corporate action described in subdivision 1 to accept for such
shares anything other than shares, or cash in lieu of fractional shares, of any class or any
series of shares of a domestic or foreign corporation, or any other ownership interest of any
other organization, that satisfies the standards set forth in clause (1) at the time the corporate
action becomes effective.

Sec. 10.

Minnesota Statutes 2016, section 302A.473, subdivision 2, is amended to read:


Subd. 2.

Notice of action.

(a) If a corporation calls a shareholder meeting at which any
action described in section 302A.471, subdivision 1 is to be voted upon, the notice of the
meeting shall inform each shareholder of the right to dissent and shall include a copy of
section 302A.471 and this section and a brief description of the procedure to be followed
under these sections.

(b) In connection with a qualified offer as described in section 302A.613, subdivision
4, the constituent corporation subject to the offer may, but is not required to, send to all
shareholders a written notice informing each shareholder of the right to dissent and must
include a copy of this section and section 302A.471 and a brief description of the procedure
to be followed under these sections. To be effective, the notice must be sent as promptly as
practicable at or following the commencement of the offer, but in any event at least ten days
before the consummation of the offer.

Sec. 11.

Minnesota Statutes 2016, section 302A.473, subdivision 3, is amended to read:


Subd. 3.

Notice of dissent.

If the proposed action must be approved by the shareholders
and the corporation holds a shareholder meeting, a shareholder who is entitled to dissent
under section 302A.471 and who wishes to exercise dissenters' rights must file with the
corporation before the vote on the proposed action a written notice of intent to demand the
fair value of the shares owned by the shareholder and must not vote the shares in favor of
the proposed action. If the proposed action is to be effected pursuant to section 302A.613,
subdivision 4, and the corporation has elected to send a notice of action in accordance with
subdivision 2, paragraph (b), a shareholder who is entitled to dissent under section 302A.471
and who wishes to exercise dissenters' rights must not tender the shares owned by the
shareholder in response to the offer and must file with the corporation a written notice of
intent to demand the fair value of the shares owned by the shareholder. Written notice must
be filed with the corporation before the consummation of the offer.

Sec. 12.

Minnesota Statutes 2016, section 302A.473, subdivision 4, is amended to read:


Subd. 4.

Notice of procedure; deposit of shares.

(a) After the proposed action has been
approved by the board and, if necessary, the shareholders, the corporation shall send to (i)
in any case where subdivision 3 is applicable, to all shareholders who have complied with
subdivision 3, (ii) in any case where a written action of shareholders gave effect to the action
creating the right to obtain payment under section 302A.471, to
all shareholders who did
not sign or consent to a written action that gave effect to the action creating the right to
obtain payment under section 302A.471, and (iii) in any other case, to all shareholders
entitled to dissent if no shareholder vote was required, a notice that contains:

(1) the address to which a demand for payment and certificates of certificated shares
must be sent in order to obtain payment and the date by which they must be received;

(2) any restrictions on transfer of uncertificated shares that will apply after the demand
for payment is received;

(3) a form to be used to certify the date on which the shareholder, or the beneficial owner
on whose behalf the shareholder dissents, acquired the shares or an interest in them and to
demand payment; and

(4) a copy of section 302A.471 and this section and a brief description of the procedures
to be followed under these sections.

(b) In order to receive the fair value of the shares, a dissenting shareholder must demand
payment and deposit certificated shares or comply with any restrictions on transfer of
uncertificated shares within 30 days after the notice required by paragraph (a) was given,
but the dissenter retains all other rights of a shareholder until the proposed action takes
effect.

Sec. 13.

Minnesota Statutes 2016, section 302A.613, subdivision 1, is amended to read:


Subdivision 1.

Board approval; notice to shareholders.

A resolution containing The
plan of merger or exchange shall be approved by the affirmative vote of a majority of the
directors present at a meeting of the board of each constituent corporation and shall then
be submitted at a regular or a special meeting to the shareholders of (i) each constituent
corporation, in the case of a plan of merger, and (ii) the corporation whose shares will be
acquired by the acquiring organization in the exchange, in the case of a plan of exchange.
If shareholders holding any class or series of stock of the corporation are entitled to vote
on the plan of merger or exchange pursuant to this section, written notice shall be given to
every shareholder of a corporation, 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 meetings of shareholders. The written notice shall state that a purpose
of the meeting is to consider the proposed plan of merger or exchange. A copy or short
description of the plan of merger or exchange shall be included in or enclosed with the
notice. If the merger or exchange is with a domestic or foreign limited liability company,
the plan of merger or exchange must also be approved in the manner required by the laws
of the state under which the limited liability company is organized.

Sec. 14.

Minnesota Statutes 2016, section 302A.613, is amended by adding a subdivision
to read:


Subd. 4.

Approval by shareholders not required for merger following qualified
offer.

(a) Notwithstanding the provisions of subdivisions 1 and 2, unless otherwise expressly
provided in the articles, submission of a plan of merger to a vote at a meeting of shareholders
of a constituent corporation that is a publicly held corporation immediately before the
execution of the plan of merger is not required if each of the following requirements is met:

(1) The plan of merger expressly:

(i) permits or requires the merger to be effected in accordance with this subdivision; and

(ii) requires that the merger be effected as soon as practicable following the consummation
of an offer if the merger is effected under this subdivision.

(2) An organization consummates, on the terms provided in the plan of merger, an offer
for all of the outstanding shares of the constituent corporation that, absent this subdivision,
would be entitled to vote on the adoption of the plan of merger. Subject to the plan of merger,
(i) the offer may be conditioned on the tender of a minimum number or percentage of shares
of the constituent corporation, or of any class or series thereof, (ii) the offer may exclude
any excluded shares, and (iii) the organization may consummate separate offers for separate
classes or series of shares of the constituent corporation.

(3) Immediately following the consummation of the offer, the shares irrevocably accepted
for purchase or exchange pursuant to the offer and received by the depository before
expiration of the offer, together with any excluded shares, equal at least the percentage of
the shares of the constituent corporation, and of each class or series thereof, that, absent
this subdivision, would be required to adopt the plan of merger under the articles of the
constituent corporation and this section.

(4) The organization consummating the offer or one of its qualifying affiliates merges
with or into the constituent corporation pursuant to the plan of merger.

(5) Each outstanding share, other than excluded shares, of each class or series of the
constituent corporation that is the subject of, and is not irrevocably accepted for purchase
or exchange in, the offer must be converted in the merger into, or into the right to receive,
the same amount and kind of cash, property, rights, or securities, or some combination
thereof, to be paid for shares of the class or series of the constituent corporation irrevocably
accepted for purchase or exchange in the offer.

(b) For purposes of this subdivision, the following terms have the meanings given them.

(1) "Consummates" and, with correlative meaning, "consummation" or "consummating,"
means irrevocably accepts for purchase or exchange shares tendered pursuant to an offer.

(2) "Depository" means an agent, including a depository, appointed to facilitate
consummation of an offer.

(3) "Excluded shares" means, to the extent the plan of merger permits or requires them
to be excluded from the offer or the merger, (i) shares of the constituent corporation that
are owned at the commencement of an offer by the organization consummating the offer,
by any person that owns, directly or indirectly, all of the outstanding ownership interests
of the organization consummating the offer, or by any direct or indirect wholly owned
subsidiary of any of the foregoing, and (ii) rollover shares.

(4) "Offer" means a tender offer or an exchange offer that, in either case, meets the
requirements of paragraph (a), clause (2).

(5) "Qualifying affiliate" means, with respect to the organization consummating an offer,
a person that (i) owns, directly or indirectly, all of the outstanding ownership interests of
the organization or (ii) is a direct or indirect wholly owned subsidiary of the organization
or of a person referred to in item (i).

(6) "Received" means (i) with respect to certificated shares, physical receipt of a stock
certificate accompanied by an executed letter of transmittal, (ii) with respect to uncertificated
shares held of record by a clearing corporation as nominee, transfer into the depository's
account by means of an agent's message, and (iii) with respect to uncertificated shares held
of record by a person other than a clearing corporation as nominee, physical receipt of an
executed letter of transmittal by the depository. Shares will cease to be received (i) with
respect to certificated shares, if the certificate representing the shares was canceled before
consummation of the offer, or (ii) with respect to uncertificated shares, to the extent the
uncertificated shares have been reduced or eliminated due to any sale of those shares before
consummation of the offer.

(7) "Rollover shares" means any shares of the constituent corporation that are the subject
of a written agreement requiring those shares to be transferred, contributed, or delivered to
the organization consummating the offer or any of its qualifying affiliates in exchange for
shares or other equity interests in the organization consummating the offer or its qualifying
affiliate. Shares will cease to be rollover shares if, immediately before the time the merger
becomes effective, those shares have not been transferred, contributed, or delivered to the
organization consummating the offer or any of its qualifying affiliates pursuant to the written
agreement.

Sec. 15.

Minnesota Statutes 2016, section 302A.621, subdivision 1, is amended to read:


Subdivision 1.

When authorized; contents of plan.

If either the parent or the subsidiary
is a domestic corporation, a parent that is a domestic or foreign corporation or limited
liability company owning at least 90 percent of the outstanding shares of each class and
series of a subsidiary that is a domestic or foreign corporation or limited liability company
directly, or indirectly through related organizations, other than classes or series that, absent
this section, would otherwise not be entitled to vote on the merger, may merge the subsidiary
into itself or into any other subsidiary at least 90 percent of the outstanding shares of each
class and series of which is owned by the parent directly, or indirectly through related
organizations, other than classes or series that, absent this section, would otherwise not be
entitled to vote on the merger, without a vote of the shareholders or other owners of itself
or any subsidiary or may merge itself, or itself and one or more of the subsidiaries, into one
of the subsidiaries under this section. A resolution approved by the affirmative vote of a
majority of the directors or other members of the governing body of the parent present shall
set forth adopt a plan of merger that contains:

(1) the name of the subsidiary or subsidiaries, the name of the parent and the name of
the surviving organization;

(2) the manner and basis of converting the shares or other ownership interests of the
subsidiary or subsidiaries or parent into securities or other ownership interests of the parent,
subsidiary, or of another corporation or, in whole or in part, into money or other property;

(3) if the parent is a constituent organization but is not the surviving organization in the
merger, a provision for the pro rata issuance of shares or other ownership interests of the
surviving organization to the holders of shares or other ownership interests of the parent on
surrender of any certificates for shares or other ownership interests of the parent; and

(4) if the surviving organization is a subsidiary, a statement of any amendments to the
articles of the surviving organization that will be part of the merger.

Sec. 16.

Minnesota Statutes 2016, section 302A.621, subdivision 2a, is amended to read:


Subd. 2a.

Approval of parent's shareholders; when required.

(a) Notwithstanding
subdivision 1:

(1) if the parent is a domestic corporation and the conditions of section 302A.613,
subdivision 3, are not met with respect to the parent, then the resolution plan of merger is
not effective unless it is also approved by the affirmative vote of the holders of a majority
of the voting power of all shares of the parent entitled to vote at a regular or special meeting
held in accordance with section 302A.613; and

(2) if the parent is a limited liability company or a foreign corporation and not the
surviving organization in the merger, then the resolution plan of merger is not effective
unless it is also approved in accordance with the laws under which the parent is organized
or incorporated.

(b) Notwithstanding paragraph (a), if the parent is a constituent corporation and the
surviving corporation in the merger, it may change its corporate name, without shareholder
approval, by the inclusion of a provision to that effect in the resolution of merger setting
forth
the plan of merger that is approved by the affirmative vote of a majority of the directors
of the parent present. Upon the effective date of the merger, the parent's corporate name
shall be changed.

Sec. 17.

Minnesota Statutes 2016, section 302A.626, subdivision 3, is amended to read:


Subd. 3.

Requirements.

A merger may be accomplished under this section only if each
of the following requirements is met:

(1) the holding company and the constituent corporations to the merger are each organized
under this chapter;

(2) at all times following the issuance of shares until the consummation of a merger
under this section, the holding company was a direct wholly owned subsidiary of the parent
constituent corporation;

(3) immediately before the consummation of a merger under this section, the subsidiary
constituent corporation is an indirect wholly owned subsidiary of the parent constituent
corporation and a direct wholly owned subsidiary of the holding company;

(4) the parent constituent corporation and the subsidiary constituent corporation are the
only constituent corporations to the merger;

(5) immediately after the merger becomes effective, the surviving corporation becomes
or remains a direct wholly owned subsidiary of the holding company;

(6) each share or fraction of a share of the parent constituent corporation outstanding
immediately before the effective time of the merger is converted in the merger into a share
or equal fraction of a share of the holding company having the same designation and relative
rights and preferences, and the same restrictions thereon, as the share or fraction of a share
of the parent constituent corporation being converted in the merger;

(7) the articles and bylaws of the holding company immediately following the effective
time of the merger contain provisions identical to the articles and bylaws of the parent
constituent corporation immediately before the effective time of the merger, other than
provisions, if any, regarding the incorporator or incorporators, the corporate name, the
registered office and agent, the initial board of directors, and the initial subscribers for shares
and the provisions contained in any amendment to the articles of the parent constituent
corporation that were necessary to effect an exchange, reclassification, or cancellation of
shares, if the exchange, reclassification, or cancellation has become effective;

(8) the articles and bylaws of the surviving corporation immediately following the
effective time of the merger are identical to the articles and bylaws of the parent constituent
corporation immediately before the effective time of the merger, other than provisions, if
any, regarding the incorporator or incorporators, the corporate name, the registered office
and agent, the initial board of directors, and the initial subscribers for shares and the
provisions contained in any amendment to the articles of the parent constituent corporation
that were necessary to effect an exchange, reclassification, or cancellation of shares, if the
exchange, reclassification, or cancellation has become effective, except that:

(i) the articles of the surviving corporation shall be amended in the merger to contain a
provision requiring that any act or transaction by or involving the surviving corporation,
other than the election or removal of directors of the surviving corporation, that requires
for its adoption under this chapter or its articles the approval of the shareholders of the
surviving corporation shall, by specific reference to this section, require, in addition, the
approval of the shareholders of the holding company, or any successor by merger, by the
same vote as is required by this chapter and/or by the articles of the surviving corporation;
and

(ii) the articles of the surviving corporation may be amended in the merger to reduce
the number of classes, series, and shares that the surviving corporation is authorized to issue;

(9) the directors of the parent constituent corporation become or remain the directors of
the holding company immediately after the merger becomes effective;

(10) the board of directors of the parent constituent corporation determines that the
shareholders of the parent constituent corporation will not recognize gain or loss for United
States federal income tax purposes; and

(11) a resolution approved by the affirmative vote of a majority of the directors of the
parent constituent corporation present sets forth adopts a plan of merger that contains
provisions addressing the requirements of clauses (1) to (10).

Sec. 18.

Minnesota Statutes 2016, section 302A.682, is amended by adding a subdivision
to read:


Subd. 3.

Conversion includes transfer to new home state.

A conversion conducted
pursuant to this section and sections 302A.684 to 302A.692 may result in a change in the
jurisdiction in which the converted organization was domiciled before the conversion.

Sec. 19.

Minnesota Statutes 2017 Supplement, section 317A.621, is amended to read:


317A.621 MERGER OF SUBSIDIARY WHOLLY OWNED SUBSIDIARIES.

Subdivision 1.

Definitions.

(a) For the purposes of this section, the terms in paragraphs
(b) and (c) have the meanings given.

(b) "Parent" means a corporation that owns, directly, or indirectly through related one
or more wholly owned
organizations, owns all of the governance and financial interests all
of the rights to distributions and all of the management rights
in a wholly owned subsidiary.

(c) "Wholly owned subsidiary" means an organization having a limited liability company
in which
all of its governance the rights to distributions and financial interests all of the
management rights are
owned directly, or indirectly through related organizations, by a
corporation parent.

Subd. 2.

When authorized; contents of plan.

A corporation that is a parent of a
subsidiary
may merge the a wholly owned subsidiary into itself. The merger may be approved
by a resolution approved by the affirmative vote of a majority of the directors or other
members of the governing body of the parent. The resolution must set forth
or may merge
two or more wholly owned subsidiaries into one of the wholly owned subsidiaries by adoption
of
a plan of merger that contains: meets the requirements of subdivision 2a and is approved
in the manner described in subdivision 3.

Subd. 2a.

Plan of merger.

The plan of merger must contain:

(1) the names name of each wholly owned subsidiary that is a constituent organization
in the merger, the name
of the parent, and subsidiary proposing to merge; (2) the name of
the surviving corporation organization;

(3) (2) the terms and conditions of the proposed merger; and

(4) (3) the manner and basis of converting the governance and financial interests of the
wholly owned subsidiary into membership interest interests of the surviving corporation
organization
, if applicable.

Subd. 3.

Approval by board and members with voting rights parent.

(a) When a
parent has members with voting rights, the board of directors of the parent shall adopt a
resolution by the affirmative vote of a majority of all directors approving a proposed plan
of merger under this section 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 to each member
with voting rights, accompanied by a copy or summary of the proposed plan. Unless the
articles or bylaws require a greater vote, the plan of merger is adopted upon receiving the
affirmative vote of a majority of the members with voting rights voting on the action.

(b) When a parent does not have members with voting rights, and unless the articles or
bylaws require a greater vote, a plan of merger under this section is adopted at a meeting
of the board of directors of the parent upon receiving the affirmative votes of a majority of
the directors. Notice of the meeting must be given, accompanied by a copy of the proposed
plan of merger.

Subd. 4.

Articles of merger; contents of articles.

Articles of merger must be prepared
that contain:

(1) the plan of merger;

(2) a statement that the parent owns directly, or indirectly through related organizations,
all of the governance and financial interests of each wholly owned subsidiary that is a party
to
constituent organization in the merger;

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

(4) 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. 5.

Articles signed, filed.

The articles of merger must be signed on behalf of the
parent and filed with the secretary of state.

Subd. 6.

Certificate.

The secretary of state shall issue a certificate of merger to the
parent or the parent's legal representative or, if a wholly owned subsidiary is the surviving
organization in the merger, to the surviving organization or its legal representative
.

Sec. 20.

Minnesota Statutes 2016, section 321.1102, is amended to read:


321.1102 CONVERSION.

Subdivision 1.

Conversion requirements.

(a) An organization other than a limited
partnership may convert to a limited partnership, and a limited partnership may convert to
another organization pursuant to this section and sections 321.1103 through 321.1105 and
a plan of conversion, if:

(1) the other organization's governing statute authorizes the conversion;

(2) the conversion is not prohibited by the law of the jurisdiction that enacted the
governing statute; and

(3) the other organization complies with its governing statute in effecting the conversion.

(b) A plan of conversion must be in a record and must include:

(1) the name and form of the organization before conversion;

(2) the name and form of the organization after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for
converting interests in the converting organization into any combination of money, interests
in the converted organization, and other consideration; and

(4) the organizational documents of the converted organization.

Pursuant to this section, sections 321.1103 to 321.1105, and a plan of conversion, an
organization other than a limited partnership, a foreign limited partnership, a nonprofit
corporation, or an organization owning assets irrevocably dedicated to a charitable purpose
may convert to a limited partnership, and a limited partnership may convert to an organization
other than a foreign limited partnership, or a corporation governed by chapter 304A, if:

(1) the other organization's governing statute authorizes the conversion;

(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction
that enacted the other organization's governing statute; and

(3) the other organization complies with its governing statute in effecting the conversion.

Subd. 2.

Contents of plan of conversion.

A plan of conversion must be in a record and
must include:

(1) the name and form of the organization and the jurisdiction of the organization's
governing statute before conversion;

(2) the name and form of the organization and the jurisdiction of the organization's
governing statute after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for
converting interests in the converting organization into any combination of money, interests
in the converted organization, and other consideration; and

(4) the organizational documents of the converted organization that are, or are proposed
to be, in a record.

Sec. 21.

Minnesota Statutes 2016, section 321.1103, is amended to read:


321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED
PARTNERSHIP.

Subdivision 1.

Consent required.

(a) Subject to section 321.1110, a plan of conversion
must be consented to by all the partners of a converting limited partnership.

Subd. 2.

Amendment of plan or abandonment of conversion.

(b) Subject to section
321.1110 and any contractual rights, after a conversion is approved, and at any time before
a articles of conversion are delivered to the secretary of state for filing is made under section
321.1104, a converting limited partnership may amend the plan or abandon the planned
conversion:

(1) as provided in the plan; and or

(2) except as otherwise prohibited by in the plan, by the same consent as was required
to approve the plan.

Sec. 22.

Minnesota Statutes 2016, section 321.1104, is amended to read:


321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

Subdivision 1.

Articles of conversion.

(a) After a plan of conversion is approved:

(1) a converting limited partnership shall deliver to the secretary of state for filing articles
of conversion, which must include:
if the converting organization is a converting limited
partnership, the converting limited partnership shall file articles of conversion with the
secretary of state, together with a total fee of $60, which articles of conversion must be
signed as provided in section 321.0204, and must include:

(A) (i) a statement that the limited partnership has been converted is converting into
another organization;

(B) (ii) the name and form of the converted organization and the jurisdiction of its
governing statute;

(C) (iii) the date time the conversion is effective under the governing statute of the
converted organization;

(D) (iv) a statement that the conversion was approved as required by this chapter;

(E) (v) a statement that the conversion was approved as required by the governing statute
of the converted organization; and

(F) (vi) if the converted organization is a foreign organization not authorized to transact
business in this state, the street and mailing address of an office which that the secretary of
state may use for the purposes of section 321.1105(c) 321.1105, subdivision 3; and

(2) if the converting organization is not a converting limited partnership, the converting
organization shall deliver to the secretary of state for filing a certificate of limited partnership,
which must include, in addition to the information required by section 321.0201
if the
converting organization is not a converting partnership, the converting organization shall
file articles of conversion with the secretary of state, together with a total fee of $60, which
articles of conversion must be signed as provided in section 321.0204, and must include
:

(A) a statement that the limited partnership was converted from another organization;

(B) the name and form of the organization and the jurisdiction of its governing statute;
and

(C) a statement that the conversion was approved in a manner that complied with the
organization's governing statute.

(i) the certificate of limited partnership for the limited partnership into which the
converting organization is converting, which certificate of limited partnership must include
the information required by section 321.0201;

(ii) a statement that the converting organization is converting into a limited partnership
from another organization;

(iii) the name and form of the converting organization and the jurisdiction of its governing
statute; and

(iv) a statement that the conversion was approved in a manner that complied with the
converting organization's governing statute.

Subd. 2.

Effective date and time of conversion.

(b) A conversion becomes effective:

(1) if the converted organization is a limited partnership, when the certificate of limited
partnership takes effect; and
if the converted organization is a limited partnership, when
the articles of conversion are filed with the secretary of state or on a later date or later time
specified in the articles of conversion; and

(2) if the converted organization is not a limited partnership, as provided by the governing
statute of the converted organization.

Subd. 3.

Certificate.

The secretary of state shall issue to the converted organization or
its legal representative a certificate of conversion.

Sec. 23.

Minnesota Statutes 2016, section 321.1105, is amended to read:


321.1105 EFFECT OF CONVERSION.

Subdivision 1.

Same entity.

(a) An organization that has been converted pursuant to
this article sections 321.1102 to 321.1105 is for all purposes the same entity that existed
before the conversion.

Subd. 2.

Effect on converting organization.

(b) When a conversion takes effect: (1)
all property owned by the converting organization remains vested in the converted
organization;

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

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

(4) except as prohibited by other law other than this chapter, all of the rights, privileges,
immunities, powers, and purposes of the converting organization remain vested in the
converted organization;

(5) except as otherwise provided in the plan of conversion, the terms and conditions of
the plan of conversion take effect; and

(6) except as otherwise agreed, the conversion does not dissolve a converting limited
partnership for the purposes of article 8 sections 321.0801 to 321.0812.

Subd. 3.

Foreign organization.

(c) A converted organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any debt, obligation owed
by
, or other liability for which the converting limited partnership, liability company is liable
if, before the conversion, the converting limited partnership liability company was subject
to suit in this state on the debt, obligation, or other liability. A converted organization that
is a foreign organization and not authorized to transact business in this state appoints the
secretary of state as its agent for service of process for purposes of enforcing an a debt,
obligation under this subsection , or other liability under this subdivision. Service on the
secretary of state under this subsection is subdivision must be made in the same manner
and with has the same consequences as in section 321.0117(c) and (d).

Sec. 24.

[321.1115] DOMESTICATION.

Subdivision 1.

Foreign limited partnership.

A foreign limited partnership may become
a partnership pursuant to this section, sections 321.1102 to 321.1105, and a plan of
domestication if:

(1) the foreign limited partnership's governing statute authorizes the domestication,
whether described by the laws of the foreign jurisdiction as a domestication, a conversion,
or otherwise;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the
governing statute; and

(3) the foreign limited partnership complies with its governing statute in effecting the
domestication.

Subd. 2.

Domestic limited partnership.

A limited partnership may become a foreign
limited partnership pursuant to this section, sections 321.1102 to 321.1105, and a plan of
domestication if:

(1) the foreign limited partnership's governing statute authorizes the domestication,
whether described by the laws of the foreign jurisdiction as a domestication, a conversion,
or otherwise;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the
governing statute; and

(3) the foreign limited partnership complies with its governing statute in effecting the
domestication.

Subd. 3.

Plan of domestication.

A plan of domestication must be in a record and must
include:

(1) the name of the domesticating company before domestication and the jurisdiction
of its governing statute;

(2) the name of the domesticated company after domestication and the jurisdiction of
its governing statute;

(3) the terms and conditions of the domestication, including the manner and basis for
converting interests in the domesticating organization into any combination of money,
interests in the domesticated organization, and other considerations; and

(4) the organizational documents of the domesticated organization that are, or are
proposed to be, in a record.

Sec. 25.

[321.1116] ACTION ON PLAN OF DOMESTICATION BY
DOMESTICATING LIMITED PARTNERSHIP.

Subdivision 1.

Consent required.

A plan of domestication must be consented to:

(1) by all the partners, subject to section 321.1115 if the domesticating organization is
a limited partnership; and

(2) as provided in the domesticating organization's governing statute, if the organization
is a foreign limited partnership.

Subd. 2.

Amendment of plan or abandonment of domestication.

Subject to any
contractual rights, after a domestication is approved, and at any time before articles of
domestication are filed with the secretary of state under section 321.1117, a domesticating
limited liability company may amend the plan or abandon the domestication:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, by the same consent as was required to
approve the plan.

Sec. 26.

[321.1117] FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE
DATE.

Subdivision 1.

Articles of domestication.

After a plan of domestication is approved, a
domesticating organization shall file with the secretary of state articles of domestication,
together with a total fee of $60, which articles of domestication must include:

(1) a statement, as the case may be, that the organization has been domesticated from
or into another jurisdiction;

(2) the name of the domesticating organization and the jurisdiction of its governing
statute;

(3) the name of the domesticated organization and the jurisdiction of its governing statute;

(4) the date the domestication is effective under the governing statute of the domesticated
organization;

(5) if the domesticating organization was a limited partnership, a statement that the
domestication was approved as required by this chapter;

(6) if the domesticating organization was a foreign limited partnership, a statement that
the domestication was approved as required by the governing statute of the other jurisdiction;
and

(7) if the domesticated organization was a foreign limited partnership not authorized to
transact business in this state, the street address of an office that the secretary of state may
use for the purposes of section 321.1105, subdivision 3.

Subd. 2.

Effective date of domestication.

A domestication becomes effective:

(1) when the certificate of limited partnership takes effect, if the domesticated company
is a limited partnership; and

(2) according to the governing statute of the domesticated company, if the domesticated
organization is a foreign limited partnership.

Sec. 27.

[321.1118] EFFECT OF DOMESTICATION.

Subdivision 1.

Effect on domesticating company.

When a domestication takes effect:

(1) the domesticated limited partnership is for all purposes the limited partnership that
existed before the domestication;

(2) all property owned by the domesticating organization remains vested in the
domesticated organization;

(3) all debts, obligations, or other liabilities of the domesticating organization continue
as debts, obligations, or other liabilities of the domesticated organization;

(4) an action or proceeding pending by or against a domesticating organization may be
continued as if the domestication had not occurred;

(5) except as prohibited by other law, all of the rights, privileges, immunities, powers,
and purposes of the domesticating organization remain vested in the domesticated
organization;

(6) except as otherwise provided in the plan of domestication, the terms and conditions
of the plan of domestication take effect; and

(7) except as otherwise agreed, the domestication does not dissolve a domesticating
limited partnership for the purposes of sections 321.0801 to 321.0812.

Subd. 2.

Foreign company.

A domesticated organization that is a foreign limited
partnership consents to the jurisdiction of the courts of this state to enforce any debt,
obligation, or other liability owed by the domesticating organization if, before the
domestication, the domesticating organization was subject to suit in this state on the debt,
obligation, or other liability. A domesticated organization that is a foreign limited partnership
and not authorized to transact business in this state appoints the secretary of state as its agent
for service of process for purposes of enforcing a debt, obligation, or other liability under
this subdivision. Service on the secretary of state under this subdivision must be made in
the same manner and has the same consequences as in section 321.0117.

Subd. 3.

Foreign jurisdiction.

If a limited partnership has adopted and approved a plan
of domestication under section 321.1115 providing for the organization to be domesticated
in a foreign jurisdiction, a statement surrendering the limited partnership's certificate of
limited partnership must be filed with the secretary of state setting forth:

(1) the name of the limited partnership;

(2) a statement that the certificate of limited partnership is being surrendered in connection
with the domestication of the limited partnership in a foreign jurisdiction;

(3) a statement that the domestication was approved as required by this chapter; and

(4) the jurisdiction of formation of the domesticated foreign limited partnership.

Sec. 28.

[321.1119] RESTRICTIONS ON APPROVAL OF MERGERS,
EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

Subdivision 1.

Personal liability of partner.

If a partner of a constituent, converting,
or domesticating limited partnership will have personal liability with respect to a surviving,
constituent, converted, or domesticated organization, approval or amendment of a plan of
merger, exchange, conversion, or domestication is ineffective without the consent of the
partner, unless:

(1) the organization's certificate of limited partnership or partnership agreement provides
for approval of a merger, exchange, conversion, or domestication with the consent of fewer
than all the partners; and

(2) the partner has consented to the provision of the certificate of limited partnership or
the partnership agreement.

Subd. 2.

Consent.

A partner does not give the consent required by subdivision 1 merely
by consenting to a provision of the partnership agreement that permits the partnership
agreement to be amended with the consent of fewer than all the partners.

Sec. 29.

Minnesota Statutes 2016, section 322C.0706, is amended to read:


322C.0706 REINSTATEMENT FOLLOWING ADMINISTRATIVE
DISSOLUTION
.

(a) If a limited liability company is administratively terminated or has its authority to
do business in Minnesota revoked, or if a company governed by chapter 322B was
administratively terminated pursuant to section 322B.960 prior to January 1, 2018,
it may
retroactively reinstate its existence or authority to do business by filing a single annual
renewal and paying a $25 fee.

(b) For a domestic limited liability company, or a company that was administratively
terminated pursuant to section 322B.960 prior to January 1, 2018,
filing the annual renewal
with the secretary of state:

(1) returns the limited liability company to active status as of the date of the administrative
termination;

(2) validates contracts or other acts within the authority of the articles, and the limited
liability company is liable for those contracts or acts; and

(3) restores to the limited liability company all assets and rights of the limited liability
company and its members to the extent they were held by the limited liability company and
its members before the administrative termination occurred, except to the extent that assets
or rights were affected by acts occurring after the termination, sold, or otherwise distributed
after that time.

(c) For a non-Minnesota limited liability company, filing the annual renewal restores
the limited liability company's ability to do business in Minnesota and the rights and
privileges that accompany that authority.

EFFECTIVE DATE.

This section is effective retroactively from January 1, 2018.

Sec. 30.

[322C.0810] AMENDMENT OF FOREIGN REGISTRATION STATEMENT.

A registered foreign limited liability company shall deliver to the secretary of state for
filing an amendment to its foreign registration statement if there is a change in:

(1) the name of the company;

(2) the company's jurisdiction of formation;

(3) an address required by section 322C.0802, clause (4); or

(4) the information required by section 322C.0802, clause (5).

Sec. 31.

Minnesota Statutes 2016, section 322C.1001, is amended by adding a subdivision
to read:


Subd. 14.

Parent organization.

"Parent organization" of a limited liability company
means an organization that owns, directly or indirectly through one or more other wholly
owned organizations, all of the rights to distributions and all of the management rights of
a limited liability company.

Sec. 32.

Minnesota Statutes 2016, section 322C.1001, is amended by adding a subdivision
to read:


Subd. 15.

Wholly owned subsidiary.

"Wholly owned subsidiary" means a limited
liability company in which all of the rights to distributions and all of the management rights
are owned directly or indirectly by a parent organization.

Sec. 33.

[322C.1016] MERGER OF WHOLLY OWNED SUBSIDIARIES.

Subdivision 1.

When authorized.

If the parent organization is a domestic limited liability
company, the parent organization may merge a wholly owned subsidiary into itself, or may
merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries
under this section by a resolution approved in the manner required to decide a matter in the
ordinary course of the activities of the parent organization that adopts and sets forth a plan
of merger that meets the requirements of subdivision 2. If the parent organization is not a
domestic limited liability company and if authorized by its governing statute, the parent
organization may merge a wholly owned subsidiary into itself, or may merge two or more
wholly owned subsidiaries into one of the wholly owned subsidiaries by the adoption of a
plan of merger that meets the requirements of subdivision 2.

Subd. 2.

Plan of merger.

The plan of merger must contain:

(1) the name of each wholly owned subsidiary that is a constituent organization in the
merger, the name of the parent organization, and the name of the surviving organization;

(2) the manner and basis of converting the ownership interests and securities of the
wholly owned subsidiary or subsidiaries into ownership interests or securities of the surviving
organization or, in whole or in part, into money or other property; and

(3) if the surviving organization is a wholly owned subsidiary, a statement of any
amendments to the articles of organization of the surviving organization that will be part
of the merger.

Subd. 3.

Articles of merger; contents of articles.

Articles of merger must be prepared
that contain:

(1) the plan of merger;

(2) a statement that the parent organization owns directly all of the rights to distributions
and all of the management rights of each wholly owned subsidiary that is a constituent
organization in the merger; and

(3) a statement that the plan of merger has been approved by the parent organization in
accordance with this section.

Subd. 4.

Articles signed, filed.

The articles of merger must be signed on behalf of the
parent organization and filed with the secretary of state.

Subd. 5.

Certificate.

The secretary of state shall issue a certificate of merger to the
parent organization or its legal representative or, if the parent organization is a constituent
organization but is not the surviving organization in the merger, to the surviving organization
or its legal representative.

Subd. 6.

Nonexclusivity.

A merger among a parent organization and one or more wholly
owned subsidiaries or among two or more wholly owned subsidiaries of a parent organization
may be accomplished under sections 322C.1002, 322C.1003, and 322C.1004, instead of
this section, in which case this section does not apply.

Sec. 34.

Minnesota Statutes 2016, section 323A.0902, is amended to read:


323A.0902 CONVERSION OF PARTNERSHIP TO LIMITED PARTNERSHIP.

Subdivision 1.

Conversion requirements.

(a) A partnership may be converted to a
limited partnership pursuant to this section.

(b) The terms and conditions of a conversion of a partnership to a limited partnership
must be approved by all of the partners or by a number or percentage specified for conversion
in the partnership agreement.

(c) After the conversion is approved by the partners, the partnership shall file a certificate
of limited partnership in the jurisdiction in which the limited partnership is to be formed.
The certificate must include:

(1) a statement that the partnership was converted to a limited partnership from a
partnership;

(2) its former name; and

(3) a statement of the number of votes cast by the partners for and against the conversion
and, if the vote is less than unanimous, the number or percentage required to approve the
conversion under the partnership agreement.

(d) The conversion takes effect when the certificate of limited partnership is filed or at
any later date specified in the certificate.

(e) A general partner who becomes a limited partner as a result of the conversion remains
liable as a general partner for an obligation incurred by the partnership before the conversion
takes effect. If the other party to a transaction with the limited partnership reasonably believes
when entering the transaction that the limited partner is a general partner, the limited partner
is liable for an obligation incurred by the limited partnership within 90 days after the
conversion takes effect. The limited partner's liability for all other obligations of the limited
partnership incurred after the conversion takes effect is that of a limited partner as provided
in chapter 321.

Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion,
an organization other than a partnership, a foreign partnership, a nonprofit corporation, or
an organization owning assets irrevocably dedicated to a charitable purpose may convert
to a partnership, and a partnership may convert to an organization other than a foreign
partnership, or a corporation governed by chapter 304A, if:

(1) the other organization's governing statute authorizes the conversion;

(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction
that enacted the other organization's governing statute; and

(3) the other organization complies with its governing statute in effecting the conversion.

Subd. 2.

Contents of plan of conversion.

A plan of conversion must be in a record and
must include:

(1) the name and form of the organization and the jurisdiction of the organization's
governing statute before conversion;

(2) the name and form of the organization and the jurisdiction of the organization's
governing statute after conversion;

(3) the terms and conditions of the conversion, including the manner and basis for
converting interests in the converting organization into any combination of money, interests
in the converted organization, and other consideration; and

(4) the organizational documents of the converted organization that are, or are proposed
to be, in a record.

Subd. 3.

Member consent required.

A plan of conversion must be consented to by all
the partners of a converting partnership or by a number or percentage specified for conversion
in the partnership agreement.

Subd. 4.

Amendment of plan or abandonment of conversion.

Subject to any contractual
rights, after a conversion is approved, and at any time before articles of conversion are
delivered to the secretary of state for filing under section 323A.0904, a converting partnership
may amend the plan or abandon the conversion:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, by the same consent as was required to
approve the plan.

Sec. 35.

Minnesota Statutes 2016, section 323A.0903, is amended to read:


323A.0903 CONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIP
FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME
.

Subdivision 1.

Articles of conversion.

(a) A limited partnership may be converted to a
partnership pursuant to this section.

(b) Notwithstanding a provision to the contrary in a limited partnership agreement, the
terms and conditions of a conversion of a limited partnership to a partnership must be
approved by all of the partners.

(c) After the conversion is approved by the partners, the limited partnership shall file a
statement of termination pursuant to section 321.0203 including a description of the
conversion.

(d) The conversion takes effect when the statement of termination is effective.

(e) A limited partner who becomes a general partner as a result of the conversion remains
liable only as a limited partner for an obligation incurred by the limited partnership before
the conversion takes effect. Except as otherwise provided in section 323A.0306, the partner
is liable as a general partner for an obligation of the partnership incurred after the conversion
takes effect.

After a plan of conversion is approved:

(1) if the converting organization is a converting partnership, the converting partnership
shall file articles of conversion with the secretary of state, together with a total fee of $60,
which articles of conversion must be signed as provided in section 323A.105, and must
include:

(i) a statement that the partnership is converting into another organization;

(ii) the name and form of the converted organization and the jurisdiction of its governing
statute;

(iii) the time the conversion is effective under the governing statute of the converted
organization;

(iv) a statement that the conversion was approved as required by this chapter;

(v) a statement that the conversion was approved as required by the governing statute
of the converted organization; and

(vi) if the converted organization is a foreign organization not authorized to transact
business in this state, the street address of an office that the secretary of state may use for
the purposes of section 323A.0904, subdivision 3; and

(2) if the converting organization is not a converting partnership, the converting
organization shall file articles of conversion with the secretary of state, together with a total
fee of $60, which articles of conversion must be signed as provided in section 323A.0105,
and must include:

(i) a statement that the converting organization is converting into a partnership from
another organization;

(ii) the name and form of the converting organization and the jurisdiction of its governing
statute; and

(iii) a statement that the conversion was approved in a manner that complied with the
converting organization's governing statute.

Subd. 2.

Effective date and time of conversion.

A conversion becomes effective:

(1) if the converted organization is a partnership, when the articles of conversion are
filed with the secretary of state or on a later date or later time specified in the articles of
conversion; and

(2) if the converted organization is not a partnership, as provided by the governing statute
of the converted organization.

Subd. 3.

Certificate.

The secretary of state shall issue to the converted organization or
its legal representative a certificate of conversion.

Sec. 36.

Minnesota Statutes 2016, section 323A.0904, is amended to read:


323A.0904 EFFECT OF CONVERSION; ENTITY UNCHANGED.

Subdivision 1.

Same entity.

(a) A partnership or limited partnership that has been
converted pursuant to this article is for all purposes the same entity that existed before the
conversion.

(b) When a conversion takes effect:

(1) all property owned by the converting partnership or limited partnership remains
vested in the converted entity;

(2) all obligations of the converting partnership or limited partnership continue as
obligations of the converted entity; and

(3) an action or proceeding pending against the converting partnership or limited
partnership may be continued as if the conversion had not occurred.

An organization that has been converted pursuant to this section and sections 323A.0902
and 323A.0903 is for all purposes the same entity that existed before the conversion.

Subd. 2.

Effect on converting organization.

When a conversion takes effect:

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

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

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

(4) except as prohibited by law other than this chapter, all of the rights, privileges,
immunities, powers, and purposes of the converting organization remain vested in the
converted organization;

(5) except as otherwise provided in the plan of conversion, the terms and conditions of
the plan of conversion take effect; and

(6) except as otherwise agreed, the conversion does not dissolve a converting limited
liability company for the purposes of sections 323A.0801 to 323A.0807.

Subd. 3.

Foreign organization.

A converted organization that is a foreign organization
consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other
liability for which the converting limited liability company is liable if, before the conversion,
the converting limited liability company was subject to suit in this state on the debt,
obligation, or other liability. A converted organization that is a foreign organization and
not authorized to transact business in this state appoints the secretary of state as its agent
for service of process for purposes of enforcing a debt, obligation, or other liability under
this subdivision. Service on the secretary of state under this subdivision must be made in
the same manner and has the same consequences as in section 5.26.

Sec. 37.

[323A.0910] DOMESTICATION.

Subdivision 1.

Foreign partnership.

A foreign partnership may become a domestic
partnership pursuant to this section, sections 322C.0902 to 323A.0904, and a plan of
domestication if:

(1) the foreign partnership's governing statute authorizes the domestication, whether
described by the laws of the foreign jurisdiction as a domestication, a conversion, or
otherwise;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the
governing statute; and

(3) the foreign partnership complies with its governing statute in effecting the
domestication.

Subd. 2.

Domestic partnership.

A partnership may become a foreign partnership
pursuant to this section, sections 323A.0902 to 323A.0904, and a plan of domestication if:

(1) the foreign partnership's governing statute authorizes the domestication, whether
described by the laws of the foreign jurisdiction as a domestication, a conversion, or
otherwise;

(2) the domestication is not prohibited by the law of the jurisdiction that enacted the
governing statute; and

(3) the foreign partnership complies with its governing statute in effecting the
domestication.

Subd. 3.

Plan of domestication.

A plan of domestication must be in a record and must
include:

(1) the name of the domesticating partnership before domestication and the jurisdiction
of its governing statute;

(2) the name of the domesticated partnership after domestication and the jurisdiction of
its governing statute;

(3) the terms and conditions of the domestication, including the manner and basis for
converting interests in the domesticating partnership into any combination of money, interests
in the domesticated partnership, and other consideration; and

(4) the organizational documents of the domesticated partnership that are, or are proposed
to be, in a record.

Sec. 38.

[323A.0911] ACTION ON PLAN OF DOMESTICATION BY
DOMESTICATING PARTNERSHIP.

Subdivision 1.

Consent required.

A plan of domestication must be consented to:

(1) by all the partners, subject to section 323A.0910, if the domesticating partnership is
a domestic partnership; and

(2) as provided in the domesticating partnership's governing statute, if the company is
a foreign limited liability company.

Subd. 2.

Amendment of plan or abandonment of domestication.

Subject to any
contractual rights, after a domestication is approved, and at any time before articles of
domestication are filed with the secretary of state under section 323A.0912, a domesticating
partnership may amend the plan or abandon the domestication:

(1) as provided in the plan; or

(2) except as otherwise prohibited in the plan, by the same consent as was required to
approve the plan.

Sec. 39.

[323A.0912] FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE
DATE.

Subdivision 1.

Articles of domestication.

After a plan of domestication is approved, a
domesticating partnership shall file with the secretary of state articles of domestication,
together with a total fee of $60, which articles of domestication must include:

(1) a statement, as the case may be, that the partnership has been domesticated from or
into another jurisdiction;

(2) the name of the domesticating partnership and the jurisdiction of its governing statute;

(3) the name of the domesticated partnership and the jurisdiction of its governing statute;

(4) the date the domestication is effective under the governing statute of the domesticated
company;

(5) if the domesticating partnership was a domestic partnership, a statement that the
domestication was approved as required by this chapter;

(6) if the domesticating company was a foreign partnership, a statement that the
domestication was approved as required by the governing statute of the other jurisdiction;
and

(7) if the domesticated partnership was a foreign partnership, the street address of an
office that the secretary of state may use for the purposes of section 5.25.

Subd. 2.

Effective date of domestication.

A domestication becomes effective:

(1) upon the filing of the articles of domestication, or a later date specified in the articles
of domestication, if the domesticated partnership is a domestic partnership; and

(2) according to the governing statute of the domesticated company, if the domesticated
organization is a foreign partnership.

Sec. 40.

[323A.0913] EFFECT OF DOMESTICATION.

Subdivision 1.

Effect on domesticating partnership.

When a domestication takes
effect:

(1) the domesticated partnership is for all purposes the partnership that existed before
the domestication;

(2) all property owned by the domesticating partnership remains vested in the
domesticated partnership;

(3) all debts, obligations, or other liabilities of the domesticating partnership continue
as debts, obligations, or other liabilities of the domesticated partnership;

(4) an action or proceeding pending by or against a domesticating partnership may be
continued as if the domestication had not occurred;

(5) except as prohibited by other law, all of the rights, privileges, immunities, powers,
and purposes of the domesticating partnership remain vested in the domesticated partnership;

(6) except as otherwise provided in the plan of domestication, the terms and conditions
of the plan of domestication take effect; and

(7) except as otherwise agreed, the domestication does not dissolve a domesticating
partnership for the purposes of sections 323A.0801 to 323A.0807.

Subd. 2.

Foreign partnership.

A domesticated partnership that is a foreign limited
liability partnership consents to the jurisdiction of the courts of this state to enforce any
debt, obligation, or other liability owed by the domesticating partnership if, before the
domestication, the domesticating partnership was subject to suit in this state on the debt,
obligation, or other liability. A domesticated partnership that is a foreign partnership appoints
the secretary of state as its agent for service of process for purposes of enforcing a debt,
obligation, or other liability under this subdivision. Service on the secretary of state under
this subdivision must be made in the same manner and has the same consequences as in
section 5.25.

Sec. 41.

[323A.0914] RESTRICTIONS ON APPROVAL OF MERGERS,
EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

Subdivision 1.

Personal liability of member.

If a partner of a constituent, converting,
or domesticating partnership has personal liability with respect to a surviving constituent,
converted, or domesticated organization, approval or amendment of a plan of merger,
exchange, conversion, or domestication is ineffective without the consent of the member,
unless:

(1) the partnership agreement provides for approval of a merger, exchange, conversion,
or domestication with the consent of fewer than all the partners; and

(2) the partner has consented to the provision of the partnership agreement.

Subd. 2.

Consent.

A member does not give the consent required by subdivision 1 merely
by consenting to a provision of the partnership agreement that permits the partnership
agreement to be amended with the consent of fewer than all the partners.

Sec. 42. REPEALER.

Minnesota Statutes 2016, section 323A.0908, is repealed.

Sec. 43. EFFECTIVE DATE.

Sections 20 to 28 and sections 34 to 41 are effective on January 1, 2019.

APPENDIX

Repealed Minnesota Statutes: HF2764-1

323A.0908 NONEXCLUSIVE.

This article is not exclusive. Partnerships or limited partnerships may be converted or merged in any other manner provided by law.

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
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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 5.1 5.2 5.3 5.4
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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 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 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
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25.3 25.4 25.5 25.6 25.7 25.8 25.9 25.10 25.11 25.12 25.13 25.14 25.15 25.16 25.17 25.18 25.19 25.20 25.21 25.22 25.23 25.24 25.25 25.26 25.27 25.28 25.29 25.30 25.31 26.1 26.2 26.3 26.4 26.5 26.6 26.7 26.8 26.9 26.10 26.11 26.12 26.13 26.14 26.15 26.16 26.17 26.18 26.19 26.20 26.21 26.22 26.23 26.24 26.25 26.26 26.27
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29.24 29.25 29.26 29.27 29.28 29.29 29.30 29.31 29.32 30.1 30.2 30.3 30.4 30.5 30.6 30.7 30.8 30.9 30.10 30.11 30.12 30.13 30.14 30.15 30.16 30.17 30.18 30.19 30.20 30.21 30.22
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700 State Office Building, 100 Rev. Dr. Martin Luther King Jr. Blvd., St. Paul, MN 55155 ♦ Phone: (651) 296-2868 ♦ TTY: 1-800-627-3529 ♦ Fax: (651) 296-0569