1.1 	A bill for an act
1.2 	relating to business organizations; regulating business corporations; clarifying 
1.3 	terms; updating terminology to include new forms of business activity; including 
1.4 	references to limited liability companies and their governance attributes where 
1.5 	appropriate; regulating limited liability companies; clarifying terms;amending 
1.6 	Minnesota Statutes 2004, sections 302A.011, subdivisions 7, 8, 12, 21, 25, 
1.7 	28, 31, 41, 45, 46, 58,  by adding subdivisions; 302A.111, subdivision 3, by 
1.8 	adding a subdivision; 302A.115, subdivisions 1, 5; 302A.135, by adding a 
1.9 	subdivision; 302A.241, by adding a subdivision; 302A.401, subdivision 3; 
1.10 	302A.417, subdivision 7; 302A.441, subdivision 1; 302A.447, subdivision 1; 
1.11 	302A.461, subdivision 2; 302A.471, subdivisions 1, 3, 4; 302A.553, subdivision 
1.12 	1; 302A.601, subdivisions 1, 2; 302A.611, subdivision 1; 302A.613, subdivisions 
1.13 	1, 2; 302A.621, subdivisions 1, 2, 3, 5, 6,  by adding a subdivision; 302A.626, 
1.14 	subdivision 1; 302A.661, subdivisions 1, 4; 322B.03, subdivisions 6, 12, 19a, 20, 
1.15 	23, 28, 36a, 45a; 322B.115, subdivision 3, by adding a subdivision; 322B.12, 
1.16 	subdivision 1; 322B.15, by adding a subdivision; 322B.23; 322B.31, subdivision 
1.17 	2; 322B.35, subdivision 1; 322B.63, subdivision 1; 322B.66, by adding a 
1.18 	subdivision; 322B.686, subdivision 2; 322B.70, subdivisions 1, 2; 322B.71, 
1.19 	subdivision 1; 322B.72; 322B.74; 322B.75, subdivisions 2, 3; 322B.755, 
1.20 	subdivision 3; 322B.76; 322B.77, subdivisions 1, 4; 322B.80, subdivision 
1.21 	1; Minnesota Statutes 2005 Supplement, sections 302A.011, subdivision 4; 
1.22 	322B.02; proposing coding for new law in Minnesota Statutes, chapters 302A; 
1.23 	322B; repealing Minnesota Statutes 2004, section 302A.011, subdivision 2.
1.24 	BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

1.25 	ARTICLE 1
1.26 	BUSINESS CORPORATIONS

1.27 	Section 1. Minnesota Statutes 2005 Supplement, section 302A.011, subdivision 4, 
1.28 	is amended to read:
1.29 		Subd. 4.Articles. "Articles" means, in the case of a corporation incorporated under 
1.30 	or governed by this chapter, articles of incorporation, articles of amendment, a resolution 
1.31 	of election to become governed by this chapter, a demand retaining the two-thirds majority 
2.1 	for shareholder approval of certain transactions, a statement of change of registered office, 
2.2 	registered agent, or name of registered agent, a statement establishing or fixing the rights 
2.3 	and preferences of a class or series of shares, a statement of cancellation of authorized 
2.4 	shares, articles of merger, articles of conversion, articles of abandonment, and articles of 
2.5 	dissolution. In the case of a foreign corporation, the term includes all documents serving a 
2.6 	similar function required to be filed with the secretary of state or other officer of the 
2.7 	foreign corporation's state of incorporation. In the case of a corporation formed under 
2.8 	chapter 300, the term means the certificate of incorporation.

2.9 	Sec. 2. Minnesota Statutes 2004, section 302A.011, subdivision 7, is amended to read:
2.10 		Subd. 7.Constituent corporation. "Constituent corporation" means a corporation 
2.11 	or a foreign corporation that:
2.12 	(1) in a merger is either the surviving corporation or a domestic or foreign 
2.13 	corporation that is merged into the surviving organization; or
2.14 	(2) in an exchange is either the acquiring corporation organization  or a corporation 
2.15 	whose shares are acquired by the acquiring organization.

2.16 	Sec. 3. Minnesota Statutes 2004, section 302A.011, subdivision 8, is amended to read:
2.17 		Subd. 8.Corporation; domestic corporation. "Corporation" or "domestic 
2.18 	corporation" means a corporation, other than a foreign corporation, organized for profit 
2.19 	and incorporated under or governed by this chapter.

2.20 	Sec. 4. Minnesota Statutes 2004, section 302A.011, subdivision 12, is amended to read:
2.21 		Subd. 12.Foreign corporation. "Foreign corporation" means a corporation an 
2.22 	organization  organized for profit that is incorporated under laws other than the laws of 
2.23 	this state for a purpose or purposes for which a corporation may be incorporated under 
2.24 	this chapter.

2.25 	Sec. 5. Minnesota Statutes 2004, section 302A.011, subdivision 21, is amended to read:
2.26 		Subd. 21.Parent. "Parent" of a specified corporation means a corporation 
2.27 	or a foreign corporation an organization  that directly, or indirectly through related 
2.28 	organizations, owns more than 50 percent of the voting power of the shares or other 
2.29 	ownership interests entitled to vote for directors  or other members of the governing body 
2.30 	of the specified corporation organization.

2.31 	Sec. 6. Minnesota Statutes 2004, section 302A.011, subdivision 25, is amended to read:
3.1 		Subd. 25.Related organization. "Related organization" of a specified corporation 
3.2 	means:
3.3 	(1) a parent or subsidiary of the specified corporation;
3.4 	(2) another subsidiary of a parent of the specified corporation;
3.5 	(3) a limited liability company owning, directly or indirectly, more than 50 percent 
3.6 	of the voting power of the shares entitled to vote for directors of the specified corporation;
3.7 	(4) a limited liability company having more than 50 percent of the voting power of 
3.8 	its membership interests entitled to vote for governors members of its governing body 
3.9 	 owned directly or indirectly by the specified corporation;
3.10 	(5) a limited liability company having more than 50 percent of the voting power of 
3.11 	its membership interests entitled to vote for governors members of its governing body 
3.12 	 owned directly or indirectly either (i) by a parent of the specified corporation or (ii) a 
3.13 	limited liability company owning, directly or indirectly, more than 50 percent of the voting 
3.14 	power of the shares entitled to vote for directors of the specified corporation; or
3.15 	(6) a corporation having more than 50 percent of the voting power of its shares 
3.16 	entitled to vote for director directors  owned directly or indirectly by a limited liability 
3.17 	company owning, directly or indirectly, more than 50 percent of the voting power of the 
3.18 	shares entitled to vote for directors of the specified corporation.

3.19 	Sec. 7. Minnesota Statutes 2004, section 302A.011, subdivision 28, is amended to read:
3.20 		Subd. 28.Share. "Share" means one of the units, however designated, into which 
3.21 	the shareholders' proprietary ownership  interests in a corporation are divided.

3.22 	Sec. 8. Minnesota Statutes 2004, section 302A.011, subdivision 31, is amended to read:
3.23 		Subd. 31.Subsidiary. "Subsidiary" of a specified corporation organization  means 
3.24 	a corporation or a foreign corporation an organization  having more than 50 percent of 
3.25 	the voting power of its shares or other ownership interests entitled to vote for directors 
3.26 	or other members of the governing body of the organization owned directly, or indirectly 
3.27 	through related organizations, by the specified corporation organization.

3.28 	Sec. 9. Minnesota Statutes 2004, section 302A.011, subdivision 41, is amended to read:
3.29 		Subd. 41.Beneficial owner; beneficial ownership. (a) "Beneficial owner," 
3.30 	when used with respect to shares or other securities, includes, but is not limited to, any 
3.31 	person who, directly or indirectly through any written or oral agreement, arrangement, 
3.32 	relationship, understanding, or otherwise, has or shares the power to vote, or direct the 
4.1 	voting of, the shares or securities or has or shares the power to dispose of, or direct the 
4.2 	disposition of, the shares or securities, except that:
4.3 	(1) a person shall not be deemed the beneficial owner of shares or securities tendered 
4.4 	pursuant to a tender or exchange offer made by the person or any of the person's affiliates 
4.5 	or associates until the tendered shares or securities are accepted for purchase or exchange; 
4.6 	and
4.7 	(2) a person shall not be deemed the beneficial owner of shares or securities with 
4.8 	respect to which the person has the power to vote or direct the voting arising solely from a 
4.9 	revocable proxy given in response to a proxy solicitation required to be made and made in 
4.10 	accordance with the applicable rules and regulations under the Securities Exchange Act of 
4.11 	1934 and is not then reportable under that act on a Schedule 13D or comparable report, or, 
4.12 	if the corporation is not subject to the rules and regulations under the Securities Exchange 
4.13 	Act of 1934, would have been required to be made and would not have been reportable if 
4.14 	the corporation had been subject to the rules and regulations.
4.15 	(b) "Beneficial ownership" includes, but is not limited to, the right to acquire shares 
4.16 	or securities through the exercise of options, warrants, or rights, or the conversion of 
4.17 	convertible securities, or otherwise. The shares or securities subject to the options, 
4.18 	warrants, rights, or conversion privileges held by a person shall be deemed to be 
4.19 	outstanding for the purpose of computing the percentage of outstanding shares or securities 
4.20 	of the class or series owned by the person, but shall not be deemed to be outstanding for 
4.21 	the purpose of computing the percentage of the class or series owned by any other person. 
4.22 	A person shall be deemed the beneficial owner of shares and securities beneficially owned 
4.23 	by any relative or spouse of the person or any relative of the spouse, residing in the home 
4.24 	of the person, any trust or estate in which the person owns ten percent or more of the 
4.25 	total beneficial interest or serves as trustee or executor or in a similar fiduciary capacity, 
4.26 	any corporation or entity organization  in which the person owns ten percent or more of 
4.27 	the equity, and any affiliate of the person.
4.28 	(c) When two or more persons act or agree to act as a partnership, limited 
4.29 	partnership, syndicate, or other group for the purposes of acquiring, owning, or voting 
4.30 	shares or other securities of a corporation, all members of the partnership, syndicate, or 
4.31 	other group are deemed to constitute a "person" and to have acquired beneficial ownership, 
4.32 	as of the date they first so act or agree to act together, of all shares or securities of the 
4.33 	corporation beneficially owned by the person.

4.34 	Sec. 10. Minnesota Statutes 2004, section 302A.011, subdivision 45, is amended to 
4.35 	read:
5.1 		Subd. 45.Associate. "Associate," when used to indicate a relationship with any 
5.2 	person, means any of the following:
5.3 	(1) any corporation or organization of which the person is an officer or partner or is, 
5.4 	directly or indirectly, the beneficial owner of ten percent or more of any class or series of 
5.5 	shares entitled to vote or other equity interest;
5.6 	(2) any trust or estate in which the person has a substantial beneficial interest or as to 
5.7 	which the person serves as trustee or executor or in a similar fiduciary capacity;
5.8 	(3) any relative or spouse of the person, or any relative of the spouse, residing in 
5.9 	the home of the person.

5.10 	Sec. 11. Minnesota Statutes 2004, section 302A.011, subdivision 46, is amended to 
5.11 	read:
5.12 		Subd. 46.Business combination. "Business combination," when used in reference 
5.13 	to any issuing public corporation and any interested shareholder of the issuing public 
5.14 	corporation, means any of the following:
5.15 	(a) any merger of the issuing public corporation or any subsidiary of the issuing 
5.16 	public corporation with (1) the interested shareholder or (2) any other domestic or foreign 
5.17 	corporation organization  (whether or not itself an interested shareholder of the issuing 
5.18 	public corporation) that is, or after the merger would be, an affiliate or associate of the 
5.19 	interested shareholder, but excluding (1)(i) the merger of a wholly-owned subsidiary of 
5.20 	the issuing public corporation into the issuing public corporation, (2)(ii) the merger of 
5.21 	two or more wholly-owned subsidiaries of the issuing public corporation, or (3)(iii) the 
5.22 	merger of a corporation an organization, other than an interested shareholder or an affiliate 
5.23 	or associate of an interested shareholder, with a wholly-owned subsidiary of the issuing 
5.24 	public corporation pursuant to which the surviving corporation organization, immediately 
5.25 	after the merger, becomes a wholly-owned subsidiary of the issuing public corporation;
5.26 	(b) any exchange, pursuant to a plan of exchange under section  302A.601, 
5.27 	subdivision 2, or a comparable statute of any other state or jurisdiction, of shares or other 
5.28 	securities of the issuing public corporation or any subsidiary of the issuing corporation 
5.29 	or money, or other property for shares, other securities, money, or property of (1) the 
5.30 	interested shareholder or (2) any other domestic or foreign corporation organization 
5.31 	 (whether or not itself an interested shareholder of the issuing public corporation) that is, or 
5.32 	after the exchange would be, an affiliate or associate of the interested shareholder, but 
5.33 	excluding the exchange of shares of a domestic or foreign corporation, other than an 
5.34 	interested shareholder or an affiliate or associate of an interested shareholder, pursuant to 
6.1 	which the domestic or foreign corporation, immediately after the exchange, becomes a 
6.2 	wholly-owned subsidiary of the issuing public corporation; 
6.3 	(c) any sale, lease, exchange, mortgage, pledge, transfer, or other disposition (in a 
6.4 	single transaction or a series of transactions), other than sales of goods or services in the 
6.5 	ordinary course of business or redemptions pursuant to section  302A.671, subdivision 
6.6 	6, to or with the interested shareholder or any affiliate or associate of the interested 
6.7 	shareholder, other than to or with the issuing public corporation or a wholly-owned 
6.8 	subsidiary of the issuing public corporation, of assets of the issuing public corporation 
6.9 	or any subsidiary of the issuing public corporation (1) having an aggregate market value 
6.10 	equal to ten percent or more of the aggregate market value of all the assets, determined on 
6.11 	a consolidated basis, of the issuing public corporation, (2) having an aggregate market 
6.12 	value equal to ten percent or more of the aggregate market value of all the outstanding 
6.13 	shares of the issuing public corporation, or (3) representing ten percent or more of the 
6.14 	earning power or net income, determined on a consolidated basis, of the issuing public 
6.15 	corporation except a cash dividend or distribution paid or made pro rata to all shareholders 
6.16 	of the issuing public corporation; 
6.17 	(d) the issuance or transfer by the issuing public corporation or any subsidiary of 
6.18 	the issuing public corporation (in a single transaction or a series of transactions) of any 
6.19 	shares of, or other ownership interests in,  the issuing public corporation or any subsidiary 
6.20 	of the issuing public corporation that have an aggregate market value equal to five percent 
6.21 	or more of the aggregate market value of all the outstanding shares of the issuing public 
6.22 	corporation to the interested shareholder or any affiliate or associate of the interested 
6.23 	shareholder, except pursuant to the exercise of warrants or rights to purchase shares 
6.24 	offered, or a dividend or distribution paid or made, pro rata to all shareholders of the 
6.25 	issuing public corporation other than for the purpose, directly or indirectly, of facilitating 
6.26 	or effecting a subsequent transaction that would have been a business combination if the 
6.27 	dividend or distribution had not been made;
6.28 	(e) the adoption of any plan or proposal for the liquidation or dissolution of the 
6.29 	issuing public corporation, or any reincorporation of the issuing public corporation in 
6.30 	another state or jurisdiction, proposed by or on behalf of, or pursuant to any written or oral 
6.31 	agreement, arrangement, relationship, understanding, or otherwise with, the interested 
6.32 	shareholder or any affiliate or associate of the interested shareholder;
6.33 	(f) any reclassification of securities (including without limitation any share 
6.34 	dividend or split, reverse share split, or other distribution of shares in respect of shares), 
6.35 	recapitalization of the issuing public corporation, merger of the issuing public corporation 
6.36 	with any subsidiary of the issuing public corporation, exchange of shares of the issuing 
7.1 	public corporation with any subsidiary of the issuing public corporation, or other 
7.2 	transaction (whether or not with or into or otherwise involving the interested shareholder), 
7.3 	proposed by or on behalf of, or pursuant to any written or oral agreement, arrangement, 
7.4 	relationship, understanding, or otherwise with, the interested shareholder or any affiliate 
7.5 	or associate of the interested shareholder, that has the effect, directly or indirectly, of 
7.6 	increasing the proportionate share of the outstanding shares of any class or series of shares 
7.7 	entitled to vote, or securities that are exchangeable for, convertible into, or carry a right 
7.8 	to acquire shares entitled to vote, of the issuing public corporation or any subsidiary 
7.9 	of the issuing public corporation that is, directly or indirectly, owned by the interested 
7.10 	shareholder or any affiliate or associate of the interested shareholder, except as a result of 
7.11 	immaterial changes due to fractional share adjustments;
7.12 	(g) any receipt by the interested shareholder or any affiliate or associate of the 
7.13 	interested shareholder of the benefit, directly or indirectly (except proportionately as a 
7.14 	shareholder of the issuing public corporation), of any loans, advances, guarantees, pledges, 
7.15 	or other financial assistance, or any tax credits or other tax advantages provided by or 
7.16 	through the issuing public corporation or any subsidiary of the issuing public corporation.

7.17 	Sec. 12. Minnesota Statutes 2004, section 302A.011, subdivision 58, is amended to 
7.18 	read:
7.19 		Subd. 58.Ownership interests. "Ownership interests" means shares in the case of a 
7.20 	corporation or foreign corporation and,  membership interests in the case of a domestic or 
7.21 	foreign limited liability company, and governance or transferable interests in the case of 
7.22 	any other organization.

7.23 	Sec. 13. Minnesota Statutes 2004, section 302A.011, is amended by adding a 
7.24 	subdivision to read:
7.25 		Subd. 65.Governing body. "Governing body" means the body of an organization 
7.26 	selected by its owners that has the ultimate power to determine the organization's policies 
7.27 	and control its activities. The governing body of a domestic corporation is its board of 
7.28 	directors, and the governing body of a domestic limited liability company is its board 
7.29 	of governors.

7.30 	Sec. 14. Minnesota Statutes 2004, section 302A.011, is amended by adding a 
7.31 	subdivision to read:
7.32 		Subd. 66.Limited liability company. "Limited liability company" means either a 
7.33 	domestic or a foreign limited liability company, unless specified otherwise in this chapter.

8.1 	Sec. 15. Minnesota Statutes 2004, section 302A.111, subdivision 3, is amended to read:
8.2 		Subd. 3.Statutory provisions that may be modified either in articles or in 
8.3 	bylaws. The following provisions govern a corporation unless modified either in the 
8.4 	articles or in the bylaws:
8.5 	(a) directors serve for an indefinite term that expires at the next regular meeting of 
8.6 	shareholders (section 302A.207);
8.7 	(b) the compensation of directors is fixed by the board (section 302A.211);
8.8 	(c) a certain method must be used for removal of directors (section 302A.223);
8.9 	(d) a certain method must be used for filling board vacancies (section 302A.225);
8.10 	(e) if the board fails to select a place for a board meeting, it must be held at the 
8.11 	principal executive office (section  302A.231, subdivision 1); 
8.12 	(f) the notice of a board meeting need not state the purpose of the meeting (section  
8.13 	302A.231, subdivision 3); 
8.14 	(g) a majority of the board is a quorum for a board meeting (section 302A.235);
8.15 	(h) a committee shall consist of one or more persons, who need not be directors, 
8.16 	appointed by affirmative vote of a majority of the directors present (section  302A.241, 
8.17 	subdivision 2), and a committee may create one or more subcommittees, each consisting 
8.18 	of one or more members of the committee, and may delegate to a subcommittee any or all 
8.19 	of the authority of the committee (section 302A.241, subdivision 3); 
8.20 	(i) the board may establish a special litigation committee (section 302A.241);
8.21 	(j) the chief executive officer and chief financial officer have specified duties, until 
8.22 	the board determines otherwise (section 302A.305);
8.23 	(k) officers may delegate some or all of their duties and powers, if not prohibited by 
8.24 	the board from doing so (section 302A.351);
8.25 	(l) the board corporation  may establish uncertificated shares (section  302A.417, 
8.26 	subdivision 7); 
8.27 	(m) regular meetings of shareholders need not be held, unless demanded by a 
8.28 	shareholder under certain conditions (section 302A.431);
8.29 	(n) in all instances where a specific minimum notice period has not otherwise been 
8.30 	fixed by law, not less than ten-days notice is required for a meeting of shareholders 
8.31 	(section  302A.435, subdivision 2); 
8.32 	(o) the number of shares required for a quorum at a shareholders' meeting is 
8.33 	a majority of the voting power of the shares entitled to vote at the meeting (section 
8.34 	302A.443);
9.1 	(p) the board may fix a date up to 60 days before the date of a shareholders' meeting 
9.2 	as the date for the determination of the holders of shares entitled to notice of and entitled 
9.3 	to vote at the meeting (section  302A.445, subdivision 1); 
9.4 	(q) indemnification of certain persons is required (section 302A.521); and
9.5 	(r) the board may authorize, and the corporation may make, distributions not 
9.6 	prohibited, limited, or restricted by an agreement (section  302A.551, subdivision 1). 

9.7 	Sec. 16. Minnesota Statutes 2004, section 302A.111, is amended by adding a 
9.8 	subdivision to read:
9.9 		Subd. 7.Dependence on facts outside of the articles. Except for provisions 
9.10 	included pursuant to subdivision 1, any provision of the articles may:
9.11 	(a) be made dependent upon facts ascertainable outside the articles, but only if the 
9.12 	manner in which the facts operate upon the provision is clearly and expressly set forth 
9.13 	in the articles; and
9.14 	(b) incorporate by reference some or all of the terms of any agreements, contracts, or 
9.15 	other arrangements entered into by the corporation, but only if the corporation retains at 
9.16 	its principal executive office a copy of the agreements, contracts, or other arrangements 
9.17 	or the portions incorporated by reference.

9.18 	Sec. 17. Minnesota Statutes 2004, section 302A.115, subdivision 1, is amended to read:
9.19 		Subdivision 1.Requirements; prohibitions. The corporate name:
9.20 	(a) Shall be in the English language or in any other language expressed in English 
9.21 	letters or characters;
9.22 	(b) Shall contain the word "corporation," "incorporated," or "limited," or shall 
9.23 	contain an abbreviation of one or more of these words, or the word "company" or the 
9.24 	abbreviation "Co." if that word or abbreviation is not immediately preceded by the word 
9.25 	"and" or the character "&";
9.26 	(c) Shall not contain a word or phrase that indicates or implies that it is incorporated 
9.27 	for a purpose other than a legal business purpose;
9.28 	(d) Shall be distinguishable upon the records in the Office of the Secretary of 
9.29 	State from the name of each domestic corporation, limited partnership, limited liability 
9.30 	partnership, and limited liability company, whether profit or nonprofit, and each foreign 
9.31 	corporation, limited partnership, limited liability partnership, and limited liability 
9.32 	company authorized or registered to do business in this state, whether profit or nonprofit, 
9.33 	and each name the right to which is, at the time of incorporation, reserved as provided 
10.1 	for in sections  302A.117,  321.0109,  322B.125, or  333.001 to  333.54, unless there is 
10.2 	filed with the articles one of the following: 
10.3 	(1) The written consent of the domestic corporation, limited partnership, limited 
10.4 	liability partnership, or limited liability company, or the foreign corporation, limited 
10.5 	partnership, limited liability partnership, or limited liability company authorized or 
10.6 	registered to do business in this state or the holder of a reserved name or a name filed by 
10.7 	or registered with the secretary of state under sections  333.001 to  333.54 having a name 
10.8 	that is not distinguishable; 
10.9 	(2) A certified copy of a final decree of a court in this state establishing the prior 
10.10 	right of the applicant to the use of the name in this state; or
10.11 	(3) The applicant's affidavit that the domestic or foreign corporation, limited 
10.12 	partnership, or limited liability company with the name that is not distinguishable has 
10.13 	been incorporated or on file in this state for at least three years prior to the affidavit, if it 
10.14 	is a domestic corporation, limited partnership, or limited liability company, or has been 
10.15 	authorized or registered to do business in this state for at least three years prior to the 
10.16 	affidavit, if it is a foreign corporation, limited partnership, or limited liability company, 
10.17 	or that the holder of a name filed or registered with the secretary of state under sections  
10.18 	333.001 to  333.54 filed or registered that name at least three years prior to the affidavit; 
10.19 	that the domestic or foreign corporation, limited partnership, or limited liability company 
10.20 	or holder has not during the three-year period before the affidavit filed any document with 
10.21 	the secretary of state; that the applicant has mailed written notice to the domestic or 
10.22 	foreign corporation, limited partnership, or limited liability company or the holder of a 
10.23 	name filed or registered with the secretary of state under sections  333.001 to  333.54 by 
10.24 	certified mail, return receipt requested, properly addressed to the registered office of the 
10.25 	domestic or foreign corporation or limited liability company or in care of the agent of the 
10.26 	limited partnership, or the address of the holder of a name filed or registered with the 
10.27 	secretary of state under sections  333.001 to  333.54, shown in the records of the secretary 
10.28 	of state, stating that the applicant intends to use a name that is not distinguishable and the 
10.29 	notice has been returned to the applicant as undeliverable to the addressee domestic or 
10.30 	foreign corporation, limited partnership, limited liability company, or holder of a name 
10.31 	filed or registered with the secretary of state under sections  333.001 to  333.54; that the 
10.32 	applicant, after diligent inquiry, has been unable to find any telephone listing for the 
10.33 	domestic or foreign corporation, limited partnership, or limited liability company with 
10.34 	the name that is not distinguishable in the county in which is located the registered office 
10.35 	of the domestic or foreign corporation, limited partnership, or limited liability company 
10.36 	shown in the records of the secretary of state or has been unable to find any telephone 
11.1 	listing for the holder of a name filed or registered with the secretary of state under sections  
11.2 	333.001 to  333.54 in the county in which is located the address of the holder shown in 
11.3 	the records of the secretary of state; and that the applicant has no knowledge that the 
11.4 	domestic or foreign corporation, limited partnership, limited liability company, or holder 
11.5 	of a name filed or registered with the secretary of state under sections  333.001 to  333.54 is 
11.6 	currently engaged in business in this state. 

11.7 	Sec. 18. Minnesota Statutes 2004, section 302A.115, subdivision 5, is amended to read:
11.8 		Subd. 5.Use of name by successor corporation. A domestic or foreign corporation 
11.9 	that is the surviving organization in a merger with one or more other organizations, or that 
11.10 	is incorporated by the reorganization of one or more organizations, or that acquires by 
11.11 	sale, lease, or other disposition to or exchange with an organization all or substantially 
11.12 	all of the assets of another organization, including its name, may have the same name as 
11.13 	that used in this state by any of the other organizations, if the other organization whose 
11.14 	name is sought to be used was organized under the laws of, or is authorized to transact 
11.15 	business in, this state.

11.16 	Sec. 19. Minnesota Statutes 2004, section 302A.135, is amended by adding a 
11.17 	subdivision to read:
11.18 		Subd. 7.Change of corporate name. An amendment that only changes a 
11.19 	corporation's corporate name may be authorized by a resolution approved by the board 
11.20 	and may, but need not, be submitted to and approved by the shareholders as provided in 
11.21 	subdivisions 2, 3, and 4.

11.22 	Sec. 20. Minnesota Statutes 2004, section 302A.241, is amended by adding a 
11.23 	subdivision to read:
11.24 		Subd. 2a.Subcommittees. Unless otherwise provided in the articles, the bylaws, or 
11.25 	the resolution of the board establishing the committee, a committee may create one or 
11.26 	more subcommittees, each consisting of one or more members of the committee, and may 
11.27 	delegate to a subcommittee any or all of the authority of the committee. In this chapter, 
11.28 	unless the language or context clearly indicates that a different meaning is intended, any 
11.29 	reference to a committee is deemed to include a subcommittee, and any reference to a 
11.30 	committee member is deemed to include a subcommittee member.

11.31 	Sec. 21. Minnesota Statutes 2004, section 302A.401, subdivision 3, is amended to read:
12.1 		Subd. 3.Procedure for fixing terms. (a) Subject to any restrictions in the articles, 
12.2 	the power granted in subdivision 2 may be exercised by a resolution or resolutions 
12.3 	approved by the affirmative vote of the directors required by section  302A.237 establishing 
12.4 	a class or series, setting forth the designation of the class or series, and fixing the relative 
12.5 	rights and preferences of the class or series. Any of the rights and preferences of a class or 
12.6 	series established in the articles or by resolution of the directors:
12.7 	(1) may be made dependent upon facts ascertainable outside the articles, or outside 
12.8 	the resolution or resolutions establishing the class or series, provided that the manner in 
12.9 	which the facts operate upon the rights and preferences of the class or series is clearly 
12.10 	and expressly set forth in the articles or in the resolution or resolutions establishing the 
12.11 	class or series; and
12.12 	(2) may incorporate by reference some or all of the terms of any agreements, 
12.13 	contracts, or other arrangements entered into by the issuing corporation in connection 
12.14 	with the establishment of the class or series if the corporation retains at its principal 
12.15 	executive office a copy of the agreements, contracts, or other arrangements or the portions 
12.16 	incorporated by reference.
12.17 	(b) A statement setting forth the name of the corporation and the text of the resolution 
12.18 	and certifying the adoption of the resolution and the date of adoption shall be filed with the 
12.19 	secretary of state before the issuance of any shares for which the resolution creates rights 
12.20 	or preferences not set forth in the articles; provided, however, where the shareholders have 
12.21 	received notice of the creation of shares with rights or preferences not set forth in the 
12.22 	articles before the issuance of the shares, the statement may be filed any time within one 
12.23 	year after the issuance of the shares. The resolution is effective when the statement has 
12.24 	been filed with the secretary of state; or, if it is not required to be filed with the secretary of 
12.25 	state before the issuance of shares, on the date of its adoption by the directors.
12.26 	(c) Filing a statement with the secretary of state in accordance with paragraph 
12.27 	(b) is not considered an amendment of the articles for purposes of sections  302A.135,  
12.28 	302A.137, and  302A.471. Filing an amendment of such a statement with the secretary 
12.29 	of state is considered an amendment of the articles for purposes of sections  302A.135,  
12.30 	302A.137, and  302A.471. 

12.31 	Sec. 22. Minnesota Statutes 2004, section 302A.417, subdivision 7, is amended to read:
12.32 		Subd. 7.Uncertificated shares. Unless uncertificated shares are prohibited by the 
12.33 	articles or bylaws, a resolution approved by the affirmative vote of a majority of the 
12.34 	directors present corporation  may provide that some or all of any or all classes and series 
12.35 	of its shares will be uncertificated shares. The resolution Such an action  does not apply to 
13.1 	shares represented by a certificate until the certificate is surrendered to the corporation. 
13.2 	Within a reasonable time after the issuance or transfer of uncertificated shares, the 
13.3 	corporation shall send to the new shareholder the information required by this section to 
13.4 	be stated on certificates. This information is not required to be sent to the new shareholder 
13.5 	by a publicly held corporation that has adopted a system of issuance, recordation, and 
13.6 	transfer of its shares by electronic or other means not involving an issuance of certificates 
13.7 	if the system complies with section 17A of the Securities Exchange Act of 1934. Except 
13.8 	as otherwise expressly provided by statute, the rights and obligations of the holders of 
13.9 	certificated and uncertificated shares of the same class and series are identical.

13.10 	Sec. 23. [302A.439] CONTRACTUAL REQUIREMENT TO SUBMIT MATTER 
13.11 	TO SHAREHOLDERS.
13.12 	A corporation may agree to submit a matter to its shareholders whether or not the 
13.13 	board of directors determines, at any time after approving the matter, that the matter is no 
13.14 	longer advisable and recommends that shareholders reject it.

13.15 	Sec. 24. Minnesota Statutes 2004, section 302A.441, subdivision 1, is amended to read:
13.16 		Subdivision 1.Method. An action required or permitted to be taken at a meeting of 
13.17 	the shareholders may be taken without a meeting by written action signed, or consented 
13.18 	to by authenticated electronic communication, by all of the shareholders entitled to 
13.19 	vote on that action. The articles of a corporation that is not a publicly held corporation 
13.20 	may provide that any action may be taken by written action signed, or consented to by 
13.21 	authenticated electronic communication, by shareholders having voting power equal 
13.22 	to the voting power that would be required to take the same action at a meeting of the 
13.23 	shareholders at which all shareholders were present, but in no event may written action be 
13.24 	taken by holders of less than a majority of the voting power of all shares entitled to vote 
13.25 	on that action. After the adoption of the initial articles, an amendment to the articles to 
13.26 	permit written action to be taken by less than all shareholders requires the approval of 
13.27 	all of the shareholders entitled to vote on the amendment.

13.28 	Sec. 25. Minnesota Statutes 2004, section 302A.447, subdivision 1, is amended to read:
13.29 		Subdivision 1.Shares held by other corporation. Shares of a corporation 
13.30 	registered in the name of another domestic or foreign corporation may be voted by the chief 
13.31 	executive officer or another legal representative of that domestic or foreign corporation.

13.32 	Sec. 26. Minnesota Statutes 2004, section 302A.461, subdivision 2, is amended to read:
14.1 		Subd. 2.Other documents required. A corporation shall keep at its principal 
14.2 	executive office, or, if its principal executive office is outside of this state, shall make 
14.3 	available at its registered office within ten days after receipt by an officer of the 
14.4 	corporation of a written demand for them made by a person described in subdivision 
14.5 	4, originals or copies of:
14.6 	(a) records of all proceedings of shareholders for the last three years;
14.7 	(b) records of all proceedings of the board for the last three years;
14.8 	(c) its articles and all amendments currently in effect;
14.9 	(d) its bylaws and all amendments currently in effect;
14.10 	(e) financial statements required by section  302A.463 and the financial statement for 
14.11 	the most recent interim period prepared in the course of the operation of the corporation for 
14.12 	distribution to the shareholders or to a governmental agency as a matter of public record; 
14.13 	(f) reports made to shareholders generally within the last three years;
14.14 	(g) a statement of the names and usual business addresses of its directors and 
14.15 	principal officers;
14.16 	(h) voting trust agreements described in section  302A.453; 
14.17 	(i) shareholder control agreements described in section  302A.457; and 
14.18 	(j) a copy of agreements, contracts, or other arrangements or portions of them 
14.19 	incorporated by reference under section  302A.401, subdivision 3 302A.111, subdivision 7. 

14.20 	Sec. 27. Minnesota Statutes 2004, section 302A.471, subdivision 1, is amended to read:
14.21 		Subdivision 1.Actions creating rights. A shareholder of a corporation may dissent 
14.22 	from, and obtain payment for the fair value of the shareholder's shares in the event of, any 
14.23 	of the following corporate actions:
14.24 	(a) unless otherwise provided in the articles, an amendment of the articles that 
14.25 	materially and adversely affects the rights or preferences of the shares of the dissenting 
14.26 	shareholder in that it:
14.27 	(1) alters or abolishes a preferential right of the shares;
14.28 	(2) creates, alters, or abolishes a right in respect of the redemption of the shares, 
14.29 	including a provision respecting a sinking fund for the redemption or repurchase of the 
14.30 	shares;
14.31 	(3) alters or abolishes a preemptive right of the holder of the shares to acquire shares, 
14.32 	securities other than shares, or rights to purchase shares or securities other than shares;
14.33 	(4) excludes or limits the right of a shareholder to vote on a matter, or to cumulate 
14.34 	votes, except as the right may be excluded or limited through the authorization or issuance 
14.35 	of securities of an existing or new class or series with similar or different voting rights; 
15.1 	except that an amendment to the articles of an issuing public corporation that provides that 
15.2 	section  302A.671 does not apply to a control share acquisition does not give rise to the 
15.3 	right to obtain payment under this section; or 
15.4 	(5) eliminates the right to obtain payment under this subdivision;
15.5 	(b) a sale, lease, transfer, or other disposition of property and assets of the 
15.6 	corporation that requires shareholder approval under section  302A.661, subdivision 2, but 
15.7 	not including a disposition in dissolution described in section  302A.725, subdivision 2, or a 
15.8 	disposition pursuant to an order of a court, or a disposition for cash on terms requiring that 
15.9 	all or substantially all of the net proceeds of disposition be distributed to the shareholders 
15.10 	in accordance with their respective interests within one year after the date of disposition; 
15.11 	(c) a plan of merger, whether under this chapter or under chapter 322B, to which the 
15.12 	corporation is a constituent organization, except as provided in subdivision 3, and except 
15.13 	for a plan of merger adopted under section  302A.626; 
15.14 	(d) a plan of exchange, whether under this chapter or under chapter 322B, to which 
15.15 	the corporation is a party as the corporation whose shares will be acquired by the acquiring 
15.16 	corporation organization, except as provided in subdivision 3;
15.17 	(e) a plan of conversion adopted by the corporation; or
15.18 	(f) any other corporate action taken pursuant to a shareholder vote with respect to 
15.19 	which the articles, the bylaws, or a resolution approved by the board directs that dissenting 
15.20 	shareholders may obtain payment for their shares.

15.21 	Sec. 28. Minnesota Statutes 2004, section 302A.471, subdivision 3, is amended to read:
15.22 		Subd. 3.Rights not to apply. (a) Unless the articles, the bylaws, or a resolution 
15.23 	approved by the board otherwise provide, the right to obtain payment under this section 
15.24 	does not apply to a shareholder of (1) the surviving corporation in a merger with respect 
15.25 	to shares of the shareholder that are not entitled to be voted on the merger and are not 
15.26 	canceled or exchanged in the merger or (2) the corporation whose shares will be acquired 
15.27 	by the acquiring corporation organization  in a plan of exchange with respect to shares 
15.28 	of the shareholder that are not entitled to be voted on the plan of exchange and are not 
15.29 	exchanged in the plan of exchange.
15.30 	(b) If a date is fixed according to section  302A.445, subdivision 1, for the 
15.31 	determination of shareholders entitled to receive notice of and to vote on an action 
15.32 	described in subdivision 1, only shareholders as of the date fixed, and beneficial owners 
15.33 	as of the date fixed who hold through shareholders, as provided in subdivision 2, may 
15.34 	exercise dissenters' rights. 
16.1 	(c) Notwithstanding subdivision 1, the right to obtain payment under this section, 
16.2 	other than in connection with a plan of merger adopted under section  302A.621, is limited 
16.3 	in accordance with the following provisions: 
16.4 	(1) The right to obtain payment under this section is not available for the holders of 
16.5 	shares of any class or series of shares that is listed on the New York Stock Exchange or 
16.6 	the American Stock Exchange or designated as a national market system security on an 
16.7 	interdealer quotation system by the National Association of Securities Dealers, Inc.
16.8 	(2) The applicability of clause (1) is determined as of:
16.9 	(i) the record date fixed to determine the shareholders entitled to receive notice of, 
16.10 	and to vote at, the meeting of shareholders to act upon the corporate action described 
16.11 	in subdivision 1; or
16.12 	(ii) the day before the effective date of corporate action described in subdivision 
16.13 	1 if there is no meeting of shareholders.
16.14 	(3) Clause (1) is not applicable, and the right to obtain payment under this section is 
16.15 	available pursuant to subdivision 1, for the holders of any class or series of shares who 
16.16 	are required by the terms of the corporate action described in subdivision 1 to accept for 
16.17 	such shares anything other than shares, or cash in lieu of fractional shares, of any class 
16.18 	or any series of shares of the a domestic or foreign  corporation, or any other proprietary
16.19 	ownership  interest of any other entity organization, that satisfies the standards set forth in 
16.20 	clause (1) at the time the corporate action becomes effective.

16.21 	Sec. 29. Minnesota Statutes 2004, section 302A.471, subdivision 4, is amended to read:
16.22 		Subd. 4.Other rights. The shareholders of a corporation who have a right under 
16.23 	this section to obtain payment for their shares, or who would have the right to obtain 
16.24 	payment for their shares absent the exception set forth in paragraph (c) of subdivision 3, 
16.25 	 do not have a right at law or in equity to have a corporate action described in subdivision 1 
16.26 	set aside or rescinded, except when the corporate action is fraudulent with regard to the 
16.27 	complaining shareholder or the corporation.

16.28 	Sec. 30. Minnesota Statutes 2004, section 302A.553, subdivision 1, is amended to read:
16.29 		Subdivision 1.When permitted; status of shares. (a) A corporation may acquire 
16.30 	its own shares, subject to section  302A.551 and subdivision 3. 
16.31 	(b) If a corporation acquires its own shares, then any of the acquired shares that are 
16.32 	not pledged by the corporation as security for the future payment of some or all of the 
16.33 	purchase price for the shares constitute authorized but unissued shares of the corporation, 
17.1 	unless the articles provide that they shall not be reissued. If the articles prohibit reissue, 
17.2 	the number of authorized shares reduced by the number of shares acquired.
17.3 	(c) If a corporation pledges acquired shares as security for future payment of all or 
17.4 	part of the purchase price for the shares and reissues the pledged shares in its own name; 
17.5 	then
17.6 	(1) the shares must continue to be issued and outstanding except for voting and 
17.7 	determination of a quorum, and the shares are not considered to be present and entitled to 
17.8 	vote at any meeting of shareholders;
17.9 	(2) the corporation may not vote or exercise any other rights of a shareholder with 
17.10 	respect to the pledged shares, but the pledgee shall have any rights, other than the right to 
17.11 	vote, with respect to the shares to which the pledgee is entitled to by contract;
17.12 	(3) if the pledge is foreclosed, the corporation shall reissue and deliver the pledged 
17.13 	shares to or at the direction of the pledgee; and
17.14 	(4) shares which are released from a pledge have the status specified in paragraph (b).

17.15 	Sec. 31. Minnesota Statutes 2004, section 302A.601, subdivision 1, is amended to read:
17.16 		Subdivision 1.Merger. Any two A corporation may merge with one  or more 
17.17 	domestic or foreign corporations may merge, resulting in a single domestic or foreign 
17.18 	corporation, with or without a business purpose, pursuant to a plan of merger approved in 
17.19 	the manner provided in sections  302A.611 to  302A.651. 

17.20 	Sec. 32. Minnesota Statutes 2004, section 302A.601, subdivision 2, is amended to read:
17.21 		Subd. 2.Exchange. A corporation may acquire all of the outstanding shares of one 
17.22 	or more classes or series of another domestic or foreign corporation pursuant to a plan 
17.23 	of exchange approved in the manner provided in sections  302A.611 to  302A.615, and  
17.24 	302A.631 to  302A.651. 

17.25 	Sec. 33. Minnesota Statutes 2004, section 302A.611, subdivision 1, is amended to read:
17.26 		Subdivision 1.Contents of plan. A plan of merger or exchange shall contain:
17.27 	(a) The names of the constituent organizations proposing to merge or participate in 
17.28 	an exchange, and:
17.29 	(1) in the case of a merger, the name of the surviving organization;
17.30 	(2) in the case of an exchange, the name of the acquiring organization;
17.31 	(b) The terms and conditions of the proposed merger or exchange;
17.32 	(c)(1) In the case of a merger, the manner and basis of converting the ownership 
17.33 	interests of the constituent organizations into securities of, or other ownership interests 
18.1 	in,  the surviving organization or of any other organization, or, in whole or in part, into 
18.2 	money or other property; or
18.3 	(2) In the case of an exchange, the manner and basis of exchanging the shares to be 
18.4 	acquired for securities of, or other ownership interests in,  the acquiring organization or 
18.5 	any other organization or, in whole or part, into money or other property;
18.6 	(d) In the case of a merger, a statement of any amendments to the articles of 
18.7 	incorporation or organization of the surviving organization proposed as part of the merger; 
18.8 	and
18.9 	(e) Any other provisions with respect to the proposed merger or exchange that are 
18.10 	deemed necessary or desirable.

18.11 	Sec. 34. Minnesota Statutes 2004, section 302A.613, subdivision 1, is amended to read:
18.12 		Subdivision 1.Board approval; notice to shareholders. A resolution containing 
18.13 	the plan of merger or exchange shall be approved by the affirmative vote of a majority 
18.14 	of the directors present at a meeting of the board of each constituent corporation and 
18.15 	shall then be submitted at a regular or a special meeting to the shareholders of (i) each 
18.16 	constituent corporation, in the case of a plan of merger, and (ii) the corporation whose 
18.17 	shares will be acquired by the acquiring organization in the exchange, in the case of a plan 
18.18 	of exchange. The plan of merger or exchange may require that it be submitted to the 
18.19 	shareholders whether or not the board of directors determines at any time after the board of 
18.20 	directors' initial approval of the plan that the plan is no longer advisable and recommends 
18.21 	that the shareholders reject it. If shareholders holding any class or series of stock of the 
18.22 	corporation are entitled to vote on the plan of merger or exchange pursuant to this section, 
18.23 	written notice shall be given to every shareholder of a corporation, whether or not entitled 
18.24 	to vote at the meeting, not less than 14 days nor more than 60 days before the meeting, 
18.25 	in the manner provided in section  302A.435 for notice of meetings of shareholders. The 
18.26 	written notice shall state that a purpose of the meeting is to consider the proposed plan 
18.27 	of merger or exchange. A copy or short description of the plan of merger or exchange 
18.28 	shall be included in or enclosed with the notice. If the merger or exchange is with a 
18.29 	domestic or foreign limited liability company, the plan of merger or exchange must also 
18.30 	be approved in the manner required by the laws of the state under which the limited 
18.31 	liability company is organized. 

18.32 	Sec. 35. Minnesota Statutes 2004, section 302A.613, subdivision 2, is amended to read:
18.33 		Subd. 2.Approval by owners. (a) At the meeting a vote of the owners shall be 
18.34 	taken on the proposed plan. The plan of merger or exchange is adopted when approved 
19.1 	by the affirmative vote of the holders of a majority of the voting power of all shares 
19.2 	entitled to vote and, if the merger or exchange is with a domestic or foreign limited 
19.3 	liability company, when approved in the manner required by the laws of the state under 
19.4 	which the limited liability company is organized. Except as provided in paragraph (b), 
19.5 	a class or series of shares of the corporation is entitled to vote as a class or series if any 
19.6 	provision of the plan would, if contained in a proposed amendment to the articles, entitle 
19.7 	the class or series of shares to vote as a class or series and, in the case of an exchange, if 
19.8 	the class or series is included in the exchange.
19.9 	(b) A class or series of shares of the corporation is not entitled to vote as a class or 
19.10 	series solely because the plan of merger or exchange effects a cancellation or exchange of 
19.11 	the shares of the class or series if the plan of merger or exchange effects a cancellation 
19.12 	or exchange of all shares of the corporation of all classes and series that are outstanding 
19.13 	immediately prior to the merger or exchange and shareholders of shares of that class 
19.14 	or series are entitled to obtain payment for the fair value of their shares under section  
19.15 	302A.471, or would have the right to obtain payment for their shares absent the exception 
19.16 	set forth in paragraph (c) of section 302A.471, subdivision 3,  in the event of the merger or 
19.17 	exchange. 

19.18 	Sec. 36. Minnesota Statutes 2004, section 302A.621, subdivision 1, is amended to read:
19.19 		Subdivision 1.When authorized; contents of plan. A parent owning If either the 
19.20 	parent or the subsidiary is a domestic corporation, a parent that is a domestic or foreign 
19.21 	corporation or limited liability company owning  at least 90 percent of the outstanding 
19.22 	shares of each class and series of a subsidiary that is a domestic or foreign corporation 
19.23 	or limited liability company directly, or indirectly through related organizations, other 
19.24 	than classes or series that, absent this section, would otherwise not be entitled to vote 
19.25 	on the merger, may merge the subsidiary into itself or into any other subsidiary at least 
19.26 	90 percent of the outstanding shares of each class and series of which is owned by the 
19.27 	parent directly, or indirectly through related organizations, other than classes or series that, 
19.28 	absent this section, would otherwise not be entitled to vote on the merger, without a vote 
19.29 	of the shareholders or other owners of itself or any subsidiary or may merge itself, or itself 
19.30 	and one or more of the subsidiaries, into one of the subsidiaries under this section. A 
19.31 	resolution approved by the affirmative vote of a majority of the directors or other members 
19.32 	of the governing body of the parent present shall set forth a plan of merger that contains:
19.33 	(1) the name of the subsidiary or subsidiaries, the name of the parent and the name 
19.34 	of the surviving corporation organization;
20.1 	(2) the manner and basis of converting the shares or other ownership interests of 
20.2 	the subsidiary or subsidiaries or parent into securities or other ownership interests of the 
20.3 	parent, subsidiary, or of another corporation or, in whole or in part, into money or other 
20.4 	property;
20.5 	(3) if the parent is a constituent corporation organization  but is not the surviving 
20.6 	corporation organization  in the merger, a provision for the pro rata issuance of shares or 
20.7 	other ownership interests of the surviving corporation organization  to the holders of shares 
20.8 	or other ownership interests of the parent on surrender of any certificates for shares  or 
20.9 	other ownership interests of the parent; and
20.10 	(4) if the surviving corporation organization  is a subsidiary, a statement of any 
20.11 	amendments to the articles of the surviving corporation organization  that will be part 
20.12 	of the merger.
20.13 	If the parent is a constituent corporation and the surviving corporation in the merger, 
20.14 	it may change its corporate name, without a vote of its shareholders, by the inclusion of a 
20.15 	provision to that effect in the resolution of merger setting forth the plan of merger that is 
20.16 	approved by the affirmative vote of a majority of the directors of the parent present. Upon 
20.17 	the effective date of the merger, the name of the parent shall be changed.
20.18 	If the parent is a constituent corporation but is not the surviving corporation in the 
20.19 	merger, the resolution is not effective unless it is also approved by the affirmative vote of 
20.20 	the holders of a majority of the voting power of all shares of the parent entitled to vote at 
20.21 	a regular or special meeting held in accordance with section  302A.613 if the parent is a 
20.22 	domestic corporation or in accordance with the laws under which it is incorporated if the 
20.23 	parent is a foreign corporation. 

20.24 	Sec. 37. Minnesota Statutes 2004, section 302A.621, subdivision 2, is amended to read:
20.25 		Subd. 2.Notice to shareholders of subsidiary. Notice If the subsidiary is a 
20.26 	domestic corporation, notice  of the action, including a copy of the plan of merger, shall 
20.27 	be given to each shareholder, other than the parent and any subsidiary, of each such 
20.28 	subsidiary that is a constituent corporation in the merger before, or within ten days after, 
20.29 	the effective date of the merger.

20.30 	Sec. 38. Minnesota Statutes 2004, section 302A.621, is amended by adding a 
20.31 	subdivision to read:
20.32 		Subd. 2a.Approval of parent's shareholders; when required. (a) 
20.33 	Notwithstanding subdivision 1:
21.1 	(1) if the parent is a domestic corporation and the conditions of section 302A.613, 
21.2 	subdivision 3, are not met with respect to a parent, then the resolution is not effective 
21.3 	unless it is also approved by the affirmative vote of the holders of a majority of the voting 
21.4 	power of all shares of the parent entitled to vote at a regular or special meeting held in 
21.5 	accordance with section 302A.613; and
21.6 	(2) if the parent is a limited liability company or a foreign corporation and not the 
21.7 	surviving organization in the merger, then the resolution is not effective unless it is also 
21.8 	approved in accordance with the laws under which the parent is organized or incorporated.
21.9 	(b) Notwithstanding paragraph (a), if the parent is a constituent corporation and the 
21.10 	surviving corporation in the merger, it may change its corporate name, without shareholder 
21.11 	approval, by the inclusion of a provision to that effect in the resolution of merger setting 
21.12 	forth the plan of merger that is approved by the affirmative vote of a majority of the 
21.13 	directors of the parent present. Upon the effective date of the merger, the parent's 
21.14 	corporate name shall be changed.

21.15 	Sec. 39. Minnesota Statutes 2004, section 302A.621, subdivision 3, is amended to read:
21.16 		Subd. 3.Articles of merger; contents of articles. Articles of merger shall be 
21.17 	prepared that contain:
21.18 	(1) the plan of merger;
21.19 	(2) the number of outstanding shares or other ownership interests of each class and 
21.20 	series of each subsidiary that is a constituent corporation organization  in the merger, other 
21.21 	than the classes or series that, absent this section, would otherwise not be entitled to vote 
21.22 	on the merger, and the number of shares of each class and series or other ownership 
21.23 	interests of the subsidiary or subsidiaries, other than classes or series that, absent this 
21.24 	section, would otherwise not be entitled to vote on the merger, owned by the parent 
21.25 	directly, or indirectly through related organizations; and
21.26 	(3) a statement that the plan of merger has been approved by the parent under this 
21.27 	section.

21.28 	Sec. 40. Minnesota Statutes 2004, section 302A.621, subdivision 5, is amended to read:
21.29 		Subd. 5.Certificate. The secretary of state shall issue a certificate of merger to the 
21.30 	parent or its legal representative or, if the parent is a constituent corporation organization 
21.31 	 but is not the surviving corporation organization  in the merger, to the surviving corporation
21.32 	organization  or its legal representative.

21.33 	Sec. 41. Minnesota Statutes 2004, section 302A.621, subdivision 6, is amended to read:
22.1 		Subd. 6.Rights of dissenting shareholders. In the event all of the stock of one or 
22.2 	more domestic subsidiaries that is a constituent party to corporation in  a merger under 
22.3 	this section is not owned by the parent directly, or indirectly through related corporations
22.4 	organizations, immediately prior to the merger, the shareholders of each domestic
22.5 	subsidiary that is a domestic corporation have dissenters' rights under sections  302A.471
22.6 	(without regard to section  302A.471, subdivision 3) and  302A.473. If the parent is a 
22.7 	constituent corporation but is not the surviving corporation in the merger, and the articles 
22.8 	of incorporation of the surviving corporation immediately after the merger differ from the 
22.9 	articles of incorporation of the parent immediately prior to the merger in a manner that 
22.10 	would entitle a shareholder of the parent to dissenters' rights under section  302A.471, 
22.11 	subdivision 1, paragraph (a), if the articles of incorporation of the surviving corporation 
22.12 	constituted an amendment to the articles of incorporation of the parent, that shareholder 
22.13 	of the parent has dissenters' rights as provided under sections  302A.471 and  302A.473. 
22.14 	Except as provided in this subdivision, sections  302A.471 and  302A.473 do not apply 
22.15 	to any merger effected under this section. 

22.16 	Sec. 42. Minnesota Statutes 2004, section 302A.626, subdivision 1, is amended to read:
22.17 		Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this 
22.18 	subdivision have the meanings given them.
22.19 	(b) "Holding company" means the corporation that is or becomes the direct parent of 
22.20 	the surviving corporation of a merger accomplished under this section.
22.21 	(c) "Parent constituent corporation" means the parent corporation that merges with 
22.22 	or into the subsidiary constituent corporation.
22.23 	(d) "Subsidiary constituent corporation" means the subsidiary corporation that the 
22.24 	parent constituent corporation merges with or into in the merger.

22.25 	Sec. 43. Minnesota Statutes 2004, section 302A.661, subdivision 1, is amended to read:
22.26 		Subdivision 1.Shareholder approval; when not required. A corporation may, by 
22.27 	affirmative vote of a majority of the directors present, upon those terms and conditions 
22.28 	and for those considerations, which may be money, securities, or other instruments for 
22.29 	the payment of money or other property, as the board deems expedient, and without 
22.30 	shareholder approval:
22.31 	(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property 
22.32 	and assets in the usual and regular course of its business;
22.33 	(2) grant a security interest in all or substantially all of its property and assets 
22.34 	whether or not in the usual and regular course of its business; or
23.1 	(3) transfer any or all of its property to a corporation an organization  all the shares 
23.2 	or other ownership interests of which are owned by the corporation.

23.3 	Sec. 44. Minnesota Statutes 2004, section 302A.661, subdivision 4, is amended to read:
23.4 		Subd. 4.Transferee liability. The transferee is liable for the debts, obligations, 
23.5 	and liabilities of the transferor only to the extent provided in the contract or agreement 
23.6 	between the transferee and the transferor or to the extent provided by this chapter or other 
23.7 	statutes of this state. A disposition of all or substantially all of a corporation's property 
23.8 	and assets under this section is not considered to be a merger or a de facto merger pursuant 
23.9 	to this chapter or otherwise. The transferee shall not be liable solely because it is deemed 
23.10 	to be a continuation of the transferor.

23.11 	Sec. 45.  REPEALER.
 23.12 	Minnesota Statutes 2004, section 302A.011, subdivision 2, is repealed.

23.13 	Sec. 46. EFFECTIVE DATE.
 23.14 	Sections 1 to 45 are effective August 1, 2006.

23.15 	ARTICLE 2
23.16 	LIMITED LIABILITY COMPANIES

23.17 	Section 1. Minnesota Statutes 2005 Supplement, section 322B.02, is amended to read:
23.18 	322B.02 LAWS NOT TO APPLY.
23.19 	Sections 222.19, 222.23, and chapters 301, 316, and 556 do not apply to a limited 
23.20 	liability company organized under or governed by this chapter.

23.21 	Sec. 2. Minnesota Statutes 2004, section 322B.03, subdivision 6, is amended to read:
23.22 		Subd. 6.Articles or articles of organization. "Articles" or "articles of 
23.23 	organization" means, in the case of a limited liability company organized under or 
23.24 	governed by this chapter, articles of organization, articles of amendment, a statement of 
23.25 	change of registered office, registered agent, or name of registered agent, a statement 
23.26 	establishing or fixing the rights and preferences of a class or series of membership 
23.27 	interests, articles of merger, articles of conversion, articles of abandonment, and articles 
23.28 	of termination. In the case of a foreign limited liability company, the term includes all 
23.29 	documents serving a similar function required to be filed with the secretary of state or 
23.30 	other state office of the foreign limited liability company's state of organization.

24.1 	Sec. 3. Minnesota Statutes 2004, section 322B.03, subdivision 12, is amended to read:
24.2 		Subd. 12.Constituent organization. "Constituent organization" means a limited 
24.3 	liability company or a foreign limited liability company or a domestic corporation or a 
24.4 	foreign corporation that:
24.5 	(1) in a merger is either the surviving organization or an organization that is merged 
24.6 	into the surviving organization; or
24.7 	(2) in an exchange is either the acquiring organization or an organization whose 
24.8 	securities are acquired by the acquiring organization.

24.9 	Sec. 4. Minnesota Statutes 2004, section 322B.03, subdivision 19a, is amended to read:
24.10 		Subd. 19a.Foreign corporation. "Foreign corporation" means a corporation an 
24.11 	organization organized for profit that is incorporated under laws other than the laws of 
24.12 	this state for a purpose or purposes for which a corporation may be incorporated under 
24.13 	chapter 302A.

24.14 	Sec. 5. Minnesota Statutes 2004, section 322B.03, subdivision 20, is amended to read:
24.15 		Subd. 20.Foreign limited liability company. "Foreign limited liability company" 
24.16 	means a limited liability company organized for profit that is organized under or governed 
24.17 	by laws other than the laws of this state for a purpose or purposes for which a limited 
24.18 	liability company may be organized under this chapter.

24.19 	Sec. 6. Minnesota Statutes 2004, section 322B.03, subdivision 23, is amended to read:
24.20 		Subd. 23.Governing board body. "Governing board" means the board of 
24.21 	governors in the case of a "Governing body" means the body of an organization that has 
24.22 	been charged with managing or directing the management of the business and affairs of 
24.23 	the organization and which, if not the owners themselves, is responsible directly to the 
24.24 	owners of the organization. In the case of a domestic limited liability company and the 
24.25 	board of directors, the governing body is the board of governors, and  in the case of a 
24.26 	domestic corporation the governing body is the board of directors.

24.27 	Sec. 7. Minnesota Statutes 2004, section 322B.03, subdivision 28, is amended to read:
24.28 		Subd. 28.Limited liability company; domestic limited liability company.
 24.29 	"Limited liability company" or "domestic limited liability company" means a limited 
24.30 	liability company, other than a foreign limited liability company, organized under or 
24.31 	governed by this chapter.

25.1 	Sec. 8. Minnesota Statutes 2004, section 322B.03, subdivision 36a, is amended to read:
25.2 		Subd. 36a.Parent. "Parent" of a specified limited liability company means a 
25.3 	limited liability company or a foreign limited liability company organization means an 
25.4 	organization that directly or indirectly through related organizations owns more than 
25.5 	50 percent of the voting power of the membership interests, shares, or other ownership 
25.6 	interests entitled to vote for governors, directors, or other members of the governing body
25.7 	of the specified limited liability company organization.

25.8 	Sec. 9. Minnesota Statutes 2004, section 322B.03, subdivision 45a, is amended to read:
25.9 		Subd. 45a.Subsidiary. "Subsidiary" of a specified limited liability company means 
25.10 	a limited liability company or a foreign limited liability company having organization 
25.11 	means an organization of which more than 50 percent of the voting power of its 
25.12 	membership interests, shares, or other ownership interests entitled to vote for governors, 
25.13 	directors, or other members of the governing body of the organization is owned directly 
25.14 	or indirectly through related organizations by the specified limited liability company
25.15 	organization.

25.16 	Sec. 10. Minnesota Statutes 2004, section 322B.115, subdivision 3, is amended to read:
25.17 		Subd. 3.Statutory provisions that may be modified either in articles of 
25.18 	organization, a member control agreement, or in the bylaws. The following provisions 
25.19 	govern a limited liability company unless modified in the articles of organization, a 
25.20 	member control agreement under section  322B.37 or in the bylaws: 
25.21 	(1) governors serve for an indefinite term that expires at the next regular meeting 
25.22 	of members (section 322B.616);
25.23 	(2) the compensation of governors is fixed by the board of governors (section 
25.24 	322B.623);
25.25 	(3) a certain method must be used for removal of governors (section 322B.636);
25.26 	(4) a certain method must be used for filling board of governor vacancies (section 
25.27 	322B.64);
25.28 	(5) if the board of governors fails to select a place for a board meeting, it must be 
25.29 	held at the principal executive office (section  322B.643, subdivision 1); 
25.30 	(6) the notice of a board of governors meeting need not state the purpose of the 
25.31 	meeting (section  322B.643, subdivision 3); 
25.32 	(7) a majority of the board of governors is a quorum for a board meeting (section 
25.33 	322B.65);
26.1 	(8) a committee consists of one or more persons, who need not be governors, 
26.2 	appointed by affirmative vote of a majority of the governors present (section  322B.66, 
26.3 	subdivision 2), and a committee may create one or more subcommittees, each consisting 
26.4 	of one or more members of the committee, and may delegate to the subcommittee any or 
26.5 	all of the authority of the committee (section 322B.66, subdivision 3); 
26.6 	(9) the board may establish a special litigation committee (section 322B.66);
26.7 	(10) the chief manager and treasurer have specified duties, until the board of 
26.8 	governors determines otherwise (section 322B.673);
26.9 	(11) managers may delegate some or all of their duties and powers, if not prohibited 
26.10 	by the board of governors from doing so (section 322B.689);
26.11 	(12) regular meetings of members need not be held, unless demanded by a member 
26.12 	under certain conditions (section 322B.333);
26.13 	(13) in all instances where a specific minimum notice period has not otherwise been 
26.14 	fixed by law, not less than ten days' notice is required for a meeting of members (section  
26.15 	322B.34, subdivision 2); 
26.16 	(14) for a quorum at a members' meeting there is required a majority of the voting 
26.17 	power of the membership interests entitled to vote at the meeting (section 322B.353);
26.18 	(15) the board of governors may fix a date up to 60 days before the date of a 
26.19 	members' meeting as the date for the determination of the members entitled to notice of 
26.20 	and entitled to vote at the meeting (section  322B.356, subdivision 1); 
26.21 	(16) indemnification of certain persons is required (section 322B.699);
26.22 	(17) the board of governors may authorize, and the limited liability company 
26.23 	may make, distributions not prohibited, limited, or restricted by an agreement (section  
26.24 	322B.54, subdivision 1); and 
26.25 	(18) members have no right to interim distributions except as provided through the 
26.26 	bylaws or an act of the board of governors (section 322B.51).

26.27 	Sec. 11. Minnesota Statutes 2004, section 322B.115, is amended by adding a 
26.28 	subdivision to read:
26.29 		Subd. 7.Dependence on facts outside the articles. Except for provisions included 
26.30 	pursuant to subdivision 1, any provision of the articles of organization may:
26.31 	(1) be made dependent upon facts ascertainable outside the articles, but only if the 
26.32 	manner in which the facts operate upon the provision is clearly and expressly set forth 
26.33 	in the articles; and
26.34 	(2) incorporate by reference some or all of the terms of any agreements, contracts, or 
26.35 	other arrangements entered into by the corporation, but only if the corporation retains at 
27.1 	its principal executive office a copy of the agreements, contracts, or other arrangements 
27.2 	or the portions incorporated by reference.

27.3 	Sec. 12. Minnesota Statutes 2004, section 322B.12, subdivision 1, is amended to read:
27.4 		Subdivision 1.Requirements and prohibitions. The limited liability company 
27.5 	name must:
27.6 	(1) be in the English language or in any other language expressed in English letters 
27.7 	or characters;
27.8 	(2) contain the words "limited liability company," or must contain the abbreviation 
27.9 	"LLC" or, in the case of an organization formed pursuant to chapter 319B, must meet the 
27.10 	requirements of section  319B.05 applicable to a limited liability company; 
27.11 	(3) not contain the word corporation or incorporated and must not contain the 
27.12 	abbreviation of either or both of these words;
27.13 	(4) not contain a word or phrase that indicates or implies that it is organized for a 
27.14 	purpose other than a legal business purpose; and
27.15 	(5) be distinguishable upon the records in the Office of the Secretary of State 
27.16 	from the name of each domestic limited liability company, limited liability partnership, 
27.17 	corporation, and limited partnership, whether profit or nonprofit, and each foreign limited 
27.18 	liability company, limited liability partnership, corporation, and limited partnership 
27.19 	authorized or registered to do business in this state, whether profit or nonprofit, and each 
27.20 	name the right to which is, at the time of organization, reserved as provided for in sections  
27.21 	302A.117,  317A.117,  321.0109,  322B.125, or  333.001 to  333.54, unless there is filed with 
27.22 	the articles of organization one of the following: 
27.23 	(i) the written consent of the domestic limited liability company, limited liability 
27.24 	partnership, corporation, or limited partnership or the foreign limited liability company, 
27.25 	limited liability partnership, corporation, or limited partnership authorized or registered to 
27.26 	do business in this state or the holder of a reserved name or a name filed by or registered 
27.27 	with the secretary of state under sections  333.001 to  333.54 having a name that is not 
27.28 	distinguishable; 
27.29 	(ii) a certified copy of a final decree of a court in this state establishing the prior right 
27.30 	of the applicant to the use of the name in this state; or
27.31 	(iii) the applicant's affidavit that the domestic or foreign limited liability company, 
27.32 	domestic or foreign corporation, or domestic or foreign limited partnership with the 
27.33 	name that is not distinguishable has been organized, incorporated, or on file in this 
27.34 	state for at least three years prior to the affidavit, if it is a domestic limited liability 
27.35 	company, corporation, or limited partnership, or has been authorized or registered to 
28.1 	do business in this state for at least three years prior to the affidavit, if it is a foreign 
28.2 	limited liability company, corporation, or limited partnership, or that the holder of a name 
28.3 	filed or registered with the secretary of state under sections  333.001 to  333.54 filed or 
28.4 	registered that name at least three years prior to the affidavit, that the domestic or foreign 
28.5 	limited liability company, domestic or foreign corporation, or domestic or foreign limited 
28.6 	partnership or holder has not during the three-year period before the affidavit filed any 
28.7 	document with the secretary of state; that the applicant has mailed written notice to 
28.8 	the domestic or foreign limited liability company, domestic or foreign corporation, or 
28.9 	domestic or foreign limited partnership or the holder of a name filed or registered with 
28.10 	the secretary of state under sections  333.001 to  333.54 by certified mail, return receipt 
28.11 	requested, properly addressed to the registered office of the domestic or foreign limited 
28.12 	liability company or domestic or foreign corporation or in care of the agent of the 
28.13 	domestic or foreign limited partnership, or the address of the holder of a name filed or 
28.14 	registered with the secretary of state under sections  333.001 to  333.54, shown in the 
28.15 	records of the secretary of state, stating that the applicant intends to use a name that is 
28.16 	not distinguishable and the notice has been returned to the applicant as undeliverable to 
28.17 	the addressee of the domestic or foreign limited liability company, domestic or foreign 
28.18 	corporation, or domestic or foreign limited partnership or holder of a name filed or 
28.19 	registered with the secretary of state under sections  333.001 to  333.54; that the applicant, 
28.20 	after diligent inquiry, has been unable to find any telephone listing for the domestic or 
28.21 	foreign limited liability company, domestic or foreign corporation, or domestic or foreign 
28.22 	limited partnership with the name that is not distinguishable in the county in which is 
28.23 	located the registered office of the domestic or foreign limited liability company, domestic 
28.24 	or foreign corporation, or domestic or foreign limited partnership shown in the records of 
28.25 	the secretary of state or has been unable to find any telephone listing for the holder of a 
28.26 	name filed or registered with the secretary of state under sections  333.001 to  333.54
28.27 	in the county in which is located the address of the holder shown in the records of the 
28.28 	secretary of state; and that the applicant has no knowledge that the domestic or foreign 
28.29 	limited liability company, domestic or foreign corporation, or domestic or foreign limited 
28.30 	partnership or holder of a name filed or registered with the secretary of state under sections  
28.31 	333.001 to  333.54 is currently engaged in business in this state. 

28.32 	Sec. 13. Minnesota Statutes 2004, section 322B.15, is amended by adding a 
28.33 	subdivision to read:
28.34 		Subd. 6.Change of limited liability company name. An amendment that only 
28.35 	changes a limited liability company's limited liability company name may be authorized 
29.1 	by a resolution approved by the board and may, but need not, be submitted to and approved 
29.2 	by the members as provided in subdivisions 2, 3, and 4.

29.3 	Sec. 14. Minnesota Statutes 2004, section 322B.23, is amended to read:
29.4 	322B.23 TRANSACTION OF BUSINESS OUTSIDE MINNESOTA.
29.5 	By enacting this chapter the Minnesota legislature recognizes the limited liability 
29.6 	company as an important and constructive form of business organization. The legislature 
29.7 	understands that:
29.8 	(1) businesses organized under or governed by this chapter will often transact 
29.9 	business in other states;
29.10 	(2) for businesses organized under or governed by this chapter to function effectively 
29.11 	and for this chapter to be a useful enactment, this chapter must be accorded the same 
29.12 	comity and full faith and credit that states typically accord to each other's corporate 
29.13 	laws; and
29.14 	(3) specifically, it is essential that other states recognize both the legal existence of 
29.15 	limited liability companies formed organized under or governed by this chapter and the 
29.16 	legal status of all members of these limited liability companies.
29.17 	The legislature therefore specifically seeks that, subject to any reasonable 
29.18 	registration requirements, other states extend to this chapter the same full faith and credit 
29.19 	under section 1 of Article IV of the Constitution of the United States, and the same comity, 
29.20 	that Minnesota extends to statutes that other states enact to provide for the establishment 
29.21 	and operation of business organizations.

29.22 	Sec. 15. Minnesota Statutes 2004, section 322B.31, subdivision 2, is amended to read:
29.23 		Subd. 2.Effect of assignment of financial rights. An assignment of a member's 
29.24 	financial rights entitles the assignee to receive, to the extent assigned, only the share of 
29.25 	profits and losses and the distributions to which the assignor would otherwise be entitled. 
29.26 	An assignment of a member's financial rights does not dissolve the limited liability 
29.27 	company and does not entitle or empower the assignee to become a member, to exercise 
29.28 	any governance rights, to receive any notices from the limited liability company, or to 
29.29 	cause dissolution. The assignment may not allow the assignee to control the member's 
29.30 	exercise of governance rights.

29.31 	Sec. 16. [322B.348] CONTRACTUAL REQUIREMENT TO SUBMIT MATTER 
29.32 	TO MEMBERS.
30.1 	A limited liability company may agree to submit a matter to its members whether 
30.2 	or not the board determines, at any time after approving the matter, that the matter is no 
30.3 	longer advisable and recommends that members reject it.

30.4 	Sec. 17. Minnesota Statutes 2004, section 322B.35, subdivision 1, is amended to read:
30.5 		Subdivision 1.Method. An action required or permitted to be taken at a meeting 
30.6 	of the members may be taken by written action signed, or consented to by authenticated 
30.7 	electronic communication, by all of the members. If the articles or a member control 
30.8 	agreement so provide, any action may be taken by written action signed, or consented 
30.9 	to by authenticated electronic communication, by the members who own voting power 
30.10 	equal to the voting power that would be required to take the same action at a meeting of 
30.11 	the members at which all members were present, but in no event may written action be 
30.12 	taken by members holding less than a majority of the voting power of all membership 
30.13 	interests entitled to vote on the action. After the adoption of the initial articles or the first 
30.14 	making of a member control agreement, an amendment to the articles or to a member 
30.15 	control agreement to permit written action to be taken by less than all members requires 
30.16 	the approval of all the members entitled to vote on the amendment.

30.17 	Sec. 18. Minnesota Statutes 2004, section 322B.63, subdivision 1, is amended to read:
30.18 		Subdivision 1.Required vote. Unless otherwise provided in the articles or a 
30.19 	member control agreement, governors are elected by a plurality of the voting power of 
30.20 	the membership interests present and entitled to vote on the election of governors at 
30.21 	a meeting at which a quorum is present.

30.22 	Sec. 19. Minnesota Statutes 2004, section 322B.66, is amended by adding a 
30.23 	subdivision to read:
30.24 		Subd. 7.Subcommittees. Unless otherwise provided in the articles, the bylaws, 
30.25 	a member control agreement, or the resolution of the board establishing the committee, 
30.26 	a committee may create one or more subcommittees, each consisting of one or more 
30.27 	members of the committee, and may delegate to a subcommittee any or all of the authority 
30.28 	of the committee. In this chapter, unless the language or context clearly indicates that 
30.29 	a different meaning is intended, any reference to a committee is deemed to include 
30.30 	a subcommittee, and any reference to a committee member is deemed to include a 
30.31 	subcommittee member.

30.32 	Sec. 20. Minnesota Statutes 2004, section 322B.686, subdivision 2, is amended to read:
31.1 		Subd. 2.Removal. Unless otherwise provided in the articles of organization, the 
31.2 	bylaws, or a member control agreement, a manager may be removed at any time, with 
31.3 	or without cause, by a resolution approved by the affirmative vote of a majority of the 
31.4 	governors present, subject to the provisions of a. The articles of organization, the bylaws, 
31.5 	or the member control agreement. The may provide other manners of removing a manager.
31.6 	Removal is without prejudice to any contractual rights of the manager.

31.7 	Sec. 21. Minnesota Statutes 2004, section 322B.70, subdivision 1, is amended to read:
31.8 		Subdivision 1.Merger. With or without a business purpose, a limited liability 
31.9 	company may merge with:
31.10 	(1) with another one or more limited liability company companies pursuant to a plan 
31.11 	of merger approved in the manner provided in sections  322B.71 to  322B.75; 
31.12 	(2) with a one or more domestic corporation corporations under a plan of merger 
31.13 	approved in the manner provided in sections  322B.71 to  322B.75, and in chapter 302A; 
31.14 	(3) with any one or more foreign corporation corporations or foreign limited liability 
31.15 	company companies pursuant to a plan of merger approved in the manner provided in 
31.16 	sectionsections 322B.71 to 322B.75 and 322B.76; and 
31.17 	(4) with one or more cooperatives organized under chapter 308A or 308B, in the 
31.18 	manner provided by and subject to the limitations in sectionsections 322B.71 to 322B.75 
31.19 	and 322B.755. 

31.20 	Sec. 22. Minnesota Statutes 2004, section 322B.70, subdivision 2, is amended to read:
31.21 		Subd. 2.Exchange. (a) A limited liability company may acquire all of the 
31.22 	ownership interests of one or more classes or series of another domestic or foreign limited 
31.23 	liability company pursuant to a plan of exchange approved in the manner provided in 
31.24 	sections  322B.71 to  322B.75. 
31.25 	(b) A limited liability company may acquire all of the ownership interests of one or 
31.26 	more classes or series of a domestic or foreign corporation pursuant to a plan of exchange 
31.27 	approved in the manner provided in sections  322B.71 to  322B.75, and in chapter 302A. 
31.28 	(c) A domestic corporation may acquire all of the ownership interests of one or more 
31.29 	classes or series of a limited liability company pursuant to a plan of exchange approved in 
31.30 	the manner provided in sections  322B.71 to  322B.75, and in chapter 302A. 
31.31 	(d) A foreign corporation or foreign limited liability company may acquire all of 
31.32 	the ownership interests of one or more classes or series of a limited liability company 
31.33 	pursuant to a plan of exchange approved in the manner provided in section sections 
31.34 	322B.71 to 322B.75 and322B.76. 

32.1 	Sec. 23. Minnesota Statutes 2004, section 322B.71, subdivision 1, is amended to read:
32.2 		Subdivision 1.Contents of plan. A plan of merger or exchange must contain:
32.3 	(1) the name of the limited liability company and each other constituent organization 
32.4 	proposing to merge or participate in an exchange, and:
32.5 	(i) in the case of a merger, the name of the surviving organization, which may be the 
32.6 	limited liability company or the other another constituent organization; or
32.7 	(ii) in the case of an exchange, the name of the acquiring organization;
32.8 	(2) the terms and conditions of the proposed merger or exchange;
32.9 	(3)(i) in the case of a merger, the manner and basis of converting the ownership 
32.10 	interests of the constituent organizations into securities of, or other ownership interests 
32.11 	in,  the surviving organization or of any other organization, or, in whole or in part, into 
32.12 	money or other property; or
32.13 	(ii) in the case of an exchange, the manner and basis of exchanging the ownership 
32.14 	interests to be acquired for securities of, or other ownership interests in,  the acquiring 
32.15 	organization or any other organization or, in whole or part, for money or other property;
32.16 	(4) in the case of a merger, a statement of any amendments to the articles of 
32.17 	organization or articles of incorporation, as the case may be, of the surviving organization 
32.18 	proposed as part of the merger; and
32.19 	(5) any other provisions with respect to the proposed merger or exchange that are 
32.20 	considered necessary or desirable.

32.21 	Sec. 24. Minnesota Statutes 2004, section 322B.72, is amended to read:
32.22 	322B.72 PLAN APPROVAL BY LIMITED LIABILITY COMPANY.
32.23 		Subdivision 1.Governing Board of governors approval and notice to owners
32.24 	members. A resolution containing the plan of merger or exchange must be approved 
32.25 	by the affirmative vote of a majority of the board members present at a meeting of the 
32.26 	governing board of governors of each constituent organization that is a limited liability 
32.27 	company and must then be submitted at a regular or a special meeting to the owners of:
32.28 	(1) each constituent organization, in the case of a plan of merger; and
32.29 	(2) the organization whose ownership interests will be acquired by the acquiring 
32.30 	organization in the exchange, in the case of a plan of exchange.
32.31 	The plan of merger or exchange may require that it be submitted to the owners whether 
32.32 	or not the governing board determines at any time after the governing board's initial 
32.33 	approval of the plan that the plan is no longer advisable and recommends that the owners 
32.34 	reject it. If owners members of the limited liability company. If members owning any 
32.35 	class or series of ownership membership interest of an organization in the limited liability 
33.1 	company are entitled to vote on the plan of merger or exchange pursuant to this section, 
33.2 	written notice must be given to every owner of that organization member of the limited 
33.3 	liability company, whether or not entitled to vote at the meeting, not less than 14 days 
33.4 	nor more than 60 days before the meeting, in the manner provided in section  302A.435
33.5 	for notice of meetings of shareholders in the case of a domestic corporation and in the 
33.6 	manner provided in section322B.34for notice of meetings of members in the case of a 
33.7 	limited liability company. The written notice must state that a purpose of the meeting is to 
33.8 	consider the proposed plan of merger or exchange. A copy or short description of the plan 
33.9 	of merger or exchange must be included in or enclosed with the notice. 
33.10 		Subd. 2.Approval by owners members. (a) At the meeting a vote of the owners
33.11 	members must be taken on the proposed plan. The plan of merger or exchange is adopted 
33.12 	when approved by the affirmative vote of the owners of a majority of the voting power 
33.13 	of all ownership membership interests entitled to vote. Except as provided in paragraph 
33.14 	(b) or a member control agreement, a class or series of ownership membership interests 
33.15 	of the organization limited liability company is entitled to vote as a class or series if any 
33.16 	provision of the plan would, if contained in a proposed amendment to the articles of 
33.17 	organization, entitle the class or series of ownership membership interests to vote as a class 
33.18 	or series and, in the case of an exchange, if the class or series is included in the exchange.
33.19 	(b) A class or series of ownership membership interests of the organization limited 
33.20 	liability company is not entitled to vote as a class or series solely because the plan of 
33.21 	merger or exchange effects a cancellation or exchange of the ownership interests of the 
33.22 	class or series if the plan of merger or exchange effects a cancellation or exchange of 
33.23 	all ownership membership interests of the organization limited liability company of all 
33.24 	classes and series that are existing immediately before the merger or exchange and owners 
33.25 	of ownership membership interests of that class or series are entitled to obtain payment 
33.26 	for the fair value of their ownership membership interests under section  322B.383 in the 
33.27 	event of the merger or exchange. 
33.28 		Subd. 3.Approval by other constituent domestic corporation organizations. If 
33.29 	a constituent organization in the merger or exchange is with a domestic corporation an 
33.30 	organization other than a limited liability company, the plan of merger or exchange must 
33.31 	also be approved in the manner provided in chapter 302A for in the statute that governs 
33.32 	that constituent organization.

33.33 	Sec. 25. Minnesota Statutes 2004, section 322B.74, is amended to read:
33.34 	322B.74 ABANDONMENT BY LIMITED LIABILITY COMPANY.
34.1 		Subdivision 1.By owners members or plan. After a plan of merger or exchange 
34.2 	has been approved by the owners members entitled to vote on the approval of the plan 
34.3 	as provided in section  322B.72, and before the effective date of the plan, it may be 
34.4 	abandoned: 
34.5 	(1) if the owners of ownership interests members of each of the limited liability 
34.6 	company that is a constituent organizations organization who hold membership interests
34.7 	entitled to vote on the approval of the plan as provided in section  322B.72have approved
34.8 	approve the abandonment at a meeting by the affirmative vote of the owners of a majority 
34.9 	of the voting power of the ownership membership interests entitled to vote and, if the 
34.10 	owners of members of a limited liability company that is a constituent organization are 
34.11 	not entitled to vote on the approval of the plan under section  322B.72, the governing
34.12 	board of governors of that limited liability company has approved the abandonment by 
34.13 	the affirmative vote of a majority of the board members present, and the abandonment 
34.14 	has been approved in the manner provided in chapter 302A by any for in the statute that 
34.15 	governs each constituent organization that is a domestic corporation not a limited liability 
34.16 	company; 
34.17 	(2) if the plan itself provides for abandonment and all conditions for abandonment 
34.18 	set forth in the plan are met; or
34.19 	(3) pursuant to subdivision 2.
34.20 		Subd. 2.By the governing board of governors. A plan of merger or exchange 
34.21 	may be abandoned, before the effective date of the plan, by a resolution of the governing 
34.22 	board of any constituent organization that is a limited liability company abandoning
34.23 	that abandons the plan of merger or exchange and is approved by the affirmative vote 
34.24 	of a majority of the board members present board of governors of any limited liability 
34.25 	company that is a constituent, subject to the contract rights of any other person under 
34.26 	the plan. Abandonment by the board of a constituent organization that is a domestic 
34.27 	corporation may be accomplished as provided in chapter 302A.
34.28 		Subd. 3.Filing of articles. If articles of merger or exchange have been filed with 
34.29 	the secretary of state, but have not yet become effective, the constituent organizations, in 
34.30 	the case of abandonment under subdivision 1, clause (1), the constituent organizations 
34.31 	or any one of them, in the case of abandonment under subdivision 1, clause (2), or the 
34.32 	abandoning organization in the case of abandonment under subdivision 2, shall file with 
34.33 	the secretary of state articles of abandonment that contain:
34.34 	(1) the names of the constituent organizations;
34.35 	(2) the provision of this section under which the plan is abandoned; and
35.1 	(3) if the plan is abandoned under subdivision 2, the text of the resolution that was 
35.2 	approved by the affirmative vote of a majority of the board members present board of 
35.3 	governors abandoning the plan.

35.4 	Sec. 26. Minnesota Statutes 2004, section 322B.75, subdivision 2, is amended to read:
35.5 		Subd. 2.Effect on constituent organizations. When a merger becomes effective:
35.6 	(1) the constituent organizations become a single entity, the surviving limited 
35.7 	liability company or corporation, as the case may be;
35.8 	(2) the separate existence of all constituent organizations except the surviving 
35.9 	organization ceases;
35.10 	(3) as to any limited liability company that was a constituent organization and is not 
35.11 	the surviving organization, the articles of merger serve as the articles of termination, and, 
35.12 	unless previously filed, the notice of dissolution;
35.13 	(4)(i) if the surviving organization is a limited liability company, the surviving 
35.14 	limited liability company has all the rights, privileges, immunities, and powers, and is 
35.15 	subject to all the duties and liabilities of a limited liability company organized under 
35.16 	this chapter; and
35.17 	(ii) if the surviving organization is a domestic corporation not a limited liability 
35.18 	company, the surviving domestic corporationorganization has all the rights, privileges, 
35.19 	immunities, and powers, and is subject to all the duties and liabilities of a domestic 
35.20 	corporation organized under chapter 302A the organization under its governing law;
35.21 	(5) the surviving organization, whether a limited liability company or, a foreign 
35.22 	limited liability company, a domestic or corporation, a foreign corporation, or a 
35.23 	cooperative organized under chapter 308A or 308B, possesses all the rights, privileges, 
35.24 	immunities, and franchises, of a public as well as of a private nature, of each of the 
35.25 	constituent organizations. All property, real, personal, and mixed, and all debts due on any 
35.26 	account, including subscriptions to shares and contribution agreements, as the case may 
35.27 	be, and all other choses in action, and every other interest of or belonging to or due to each 
35.28 	of the constituent organizations vests in the surviving organization without any further 
35.29 	act or deed. Confirmatory deeds, assignments, or similar instruments to accomplish that 
35.30 	vesting may be signed and delivered at any time in the name of a constituent organization 
35.31 	by its current officers or managers, as the case may be, or, if the organization no longer 
35.32 	exists, by its last officers or managers, as the case may be. The title to any real estate or 
35.33 	any interest in real estate vested in any of the constituent organizations does not revert 
35.34 	nor in any way become impaired by reason of the merger;
36.1 	(6) the surviving organization is responsible and liable for all the liabilities and 
36.2 	obligations of each of the constituent organizations. A claim of or against or a pending 
36.3 	proceeding by or against a constituent organization may be prosecuted as if the merger 
36.4 	had not taken place, or the surviving organization may be substituted in the place of the 
36.5 	constituent organization. Neither the rights of creditors nor any liens upon the property of 
36.6 	a constituent organization are impaired by the merger; and
36.7 	(7) the articles of organization or articles of incorporation, as the case may be, of 
36.8 	the surviving organization are considered to be amended to the extent that changes in its 
36.9 	articles, if any, are contained in the plan of merger.

36.10 	Sec. 27. Minnesota Statutes 2004, section 322B.75, subdivision 3, is amended to read:
36.11 		Subd. 3.Effect on owners members. When a merger or exchange becomes 
36.12 	effective, the ownership membership interests in a limited liability company to be 
36.13 	converted or exchanged under the terms of the plan cease to exist in the case of a merger, 
36.14 	or are considered to be exchanged in the case of an exchange. The owners of members 
36.15 	owning those ownership membership interests are entitled only to the ownership interests, 
36.16 	securities, money, or other property into which those ownership membership interests 
36.17 	have been converted or for which those ownership membership interests have been 
36.18 	exchanged in accordance with the plan, subject to any dissenters' rights under section  
36.19 	302A.471 or322B.383, as the case may be. 

36.20 	Sec. 28. Minnesota Statutes 2004, section 322B.755, subdivision 3, is amended to read:
36.21 		Subd. 3.Abandonment. Section  308B.835 governs the abandonment by a 
36.22 	domestic cooperative of a merger authorized by this section. Section  322B.74 governs the 
36.23 	abandonment by a limited liability company of a merger authorized by this section, except 
36.24 	that for the purposes of a merger authorized by this section: 
36.25 	(1) the term "constituent organization" as used in section  322B.74, subdivision 1, 
36.26 	clause (1), does not include a domestic cooperative; 
36.27 	(2) the requirement stated in section  322B.74, subdivision 1, clause (1), as to a 
36.28 	domestic corporation does not apply and instead the abandonment must have been 
36.29 	approved by the domestic cooperative in the manner provided in chapter 308B; 
36.30 	(3) the reference in section  322B.74, subdivision 2, to a domestic corporation does 
36.31 	not apply and instead the abandonment by the domestic cooperative may be accomplished 
36.32 	as provided in chapter 308B; and 
36.33 	(4) the term "constituent organization" as used in section  322B.74, subdivision 3, 
36.34 	includes a domestic cooperative. 

37.1 	Sec. 29. Minnesota Statutes 2004, section 322B.76, is amended to read:
37.2 	322B.76 MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR 
37.3 	A FOREIGN LIMITED LIABILITY COMPANY.
37.4 		Subdivision 1.When permitted. A limited liability company may merge with 
37.5 	or participate in an exchange with a foreign corporation or a foreign limited liability 
37.6 	company by following the procedures set forth in this section, if:
37.7 	(1) with respect to a merger, the merger is permitted by the laws of the state under 
37.8 	which the foreign corporation or foreign limited liability company is incorporated or 
37.9 	organized; and
37.10 	(2) with respect to an exchange, the organization whose ownership interests will be 
37.11 	acquired is either a limited liability company or a domestic corporation, whether or not 
37.12 	the exchange is permitted by the laws of the state under which the foreign corporation or 
37.13 	foreign limited liability company is incorporated or organized.
37.14 		Subd. 2.Laws applicable before transaction. Each limited liability company shall 
37.15 	comply with the provisions of sections  322B.70 to  322B.76 with respect to the merger or 
37.16 	exchange of ownership interests of organizations and each foreign corporation or foreign 
37.17 	limited liability company shall comply with the applicable provisions of the laws under 
37.18 	which it was incorporated or organized or by which it is governed. 
37.19 		Subd. 3.Surviving domestic limited liability company. If the surviving 
37.20 	organization in a merger will be a domestic limited liability company, it shall comply with 
37.21 	all the provisions of this chapter.
37.22 		Subd. 4.Surviving foreign corporation or foreign limited liability company.
 37.23 	If the surviving organization in a merger will be a foreign corporation or foreign limited 
37.24 	liability company and will transact business in this state, it shall comply, as the case may 
37.25 	be, with the provisions of chapter 303 with respect to foreign corporations or with the 
37.26 	provisions of this chapter with respect to foreign limited liability companies. In every case 
37.27 	the surviving foreign corporation or foreign limited liability company shall file with the 
37.28 	secretary of state:
37.29 	(1) an agreement that it may be served with process in this state in a proceeding for 
37.30 	the enforcement of an obligation of a constituent organization and in a proceeding for the 
37.31 	enforcement of the rights of a dissenting owner of an ownership interest of a constituent 
37.32 	organization against the surviving foreign corporation or foreign limited liability company;
37.33 	(2) an irrevocable appointment of the secretary of state as its agent to accept service 
37.34 	of process in any proceeding, and an address to which process may be forwarded; and
37.35 	(3) an agreement that it will promptly pay to the any dissenting owners of an 
37.36 	ownership interests members of each constituent domestic limited liability company 
38.1 	and constituent domestic corporation the amount, if any, to which they are entitled under 
38.2 	section  302A.473 or322B.386, as the case may be. 

38.3 	Sec. 30. Minnesota Statutes 2004, section 322B.77, subdivision 1, is amended to read:
38.4 		Subdivision 1.Member approval and when not required. A limited liability 
38.5 	company may, by affirmative vote of a majority of the governors present, upon those 
38.6 	terms and conditions and for those considerations, which may be money, securities, or 
38.7 	other instruments for the payment of money or other property, as the board of governors 
38.8 	considers expedient, and without member approval:
38.9 	(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property 
38.10 	and assets in the usual and regular course of its business;
38.11 	(2) grant a security interest in all or substantially all of its property and assets 
38.12 	whether or not in the usual and regular course of its business; or
38.13 	(3) transfer any or all of its property to a corporation an organization all the shares
38.14 	ownership interests of which are owned by the limited liability company.

38.15 	Sec. 31. Minnesota Statutes 2004, section 322B.77, subdivision 4, is amended to read:
38.16 		Subd. 4.Transferee liability. The transferee is liable for the debts, obligations, 
38.17 	and liabilities of the transferor only to the extent provided in the contract or agreement 
38.18 	between the transferee and the transferor or to the extent provided by this chapter or 
38.19 	other statutes of this state. A disposition of all or substantially all of a limited liability 
38.20 	company's properties and assets under this section is not considered to be a merger or a 
38.21 	de facto merger pursuant to this chapter or otherwise. The transferee is not liable solely 
38.22 	because it is deemed to be a continuation of the transferor.

38.23 	Sec. 32. Minnesota Statutes 2004, section 322B.80, subdivision 1, is amended to read:
38.24 		Subdivision 1.Dissolution events. A limited liability company dissolves upon the 
38.25 	occurrence of any of the following events:
38.26 	(1) when the period, if any, fixed in the articles of organization for the duration of 
38.27 	the limited liability company expires, or if the limited liability company's term expires 
38.28 	pursuant to section  322B.20, subdivision 2, paragraph (a); 
38.29 	(2) by order of a court pursuant to sections  322B.833 and  322B.843; 
38.30 	(3) by action of the organizers pursuant to section  322B.803; 
38.31 	(4) by action of the members pursuant to section  322B.806; 
38.32 	(5)(i) for limited liability companies whose existence begins before August 1, 1999, 
38.33 	except as otherwise provided in the articles of organization or a member control agreement, 
39.1 	upon the occurrence of an event that terminates the continued membership of a member in 
39.2 	the limited liability company, but the limited liability company is not dissolved and is not 
39.3 	required to be wound up by reason of any event that terminates the continued membership 
39.4 	of a member if (A) there is at least one remaining member and the existence and business 
39.5 	of the limited liability company is continued by the consent of all the remaining members 
39.6 	obtained no later than 90 days after the termination of the continued membership, or (B) if 
39.7 	the membership of the last or sole member terminates and the legal representative of that 
39.8 	last or sole member causes the limited liability company to admit at least one member;
39.9 	(ii) for limited liability companies whose existence begins on or after August 1, 
39.10 	1999, upon the occurrence of an event that terminates the continued membership of a 
39.11 	member in the limited liability company, but only if: (A) the articles of organization or a 
39.12 	member control agreement specifically provide that the termination causes dissolution 
39.13 	and in that event only as provided in the articles or member control agreement; or (B) if 
39.14 	the membership of the last or sole member terminates and the legal representative of that 
39.15 	last or sole member does not cause the limited liability company to admit at least one 
39.16 	member within 180 days after the termination;
39.17 	(6) a merger in which the limited liability company is not the surviving organization; 
39.18 	or
39.19 	(7) when terminated by the secretary of state according to section  322B.960. 

39.20 	Sec. 33. EFFECTIVE DATE.
 39.21 	Sections 1 to 32 are effective August 1, 2006.