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Key: (1) language to be deleted (2) new language

CHAPTER 103--H.F.No. 2764

An act

relating to business organizations; regulating business corporations, nonprofit corporations, limited partnerships, and limited liability companies; providing for conversions and domestications;

amending Minnesota Statutes 2016, sections 302A.011, subdivision 36, by adding a subdivision; 302A.015, subdivision 1; 302A.255, subdivision 3; 302A.401, subdivision 1; 302A.449, subdivision 3; 302A.471, subdivision 3; 302A.473, subdivisions 2, 3, 4; 302A.613, subdivision 1, by adding a subdivision; 302A.621, subdivisions 1, 2a; 302A.626, subdivision 3; 302A.682, by adding a subdivision; 321.1102; 321.1103; 321.1104; 321.1105; 322C.0706; 322C.1001, by adding subdivisions; 323A.0902; 323A.0903; 323A.0904; Minnesota Statutes 2017 Supplement, section 317A.621; proposing coding for new law in Minnesota Statutes, chapters 302A; 321; 322C; 323A; repealing Minnesota Statutes 2016, section 323A.0908.

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

Section 1.

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

Subd. 36.

Written action.

"Written action" means a deleted text beginwritten documentdeleted text endnew text begin recordnew text end signednew text begin, or consented to by authenticated electronic communication,new text end by all of the persons required to take the action described. The term also means the counterparts of a deleted text beginwritten documentdeleted text endnew text begin recordnew text end signednew text begin, or consented to by authenticated electronic communication,new text end by any of the persons taking the action described. Each counterpart constitutes the action of the persons signingnew text begin or so consenting tonew text end it, and all the counterparts, taken together, constitute one written action by all of the persons signing new text beginor so consenting to new text endthem.

Sec. 2.

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

new text begin Subd. 71. new text end

new text begin Record. new text end

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

Sec. 3.

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

Subdivision 1.

Definitions.

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

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

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

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

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

Sec. 4.

new text begin [302A.191] FORUM SELECTION PROVISIONS. new text end

new text begin Subdivision 1. new text end

new text begin Authorization. new text end

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

new text begin Subd. 2. new text end

new text begin Definition. new text end

new text begin "Internal corporate claim" means any: new text end

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

new text begin (b) derivative action or proceeding brought on behalf of the corporation; or new text end

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

Sec. 5.

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

Subd. 3.

Compensation agreements.

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

Sec. 6.

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

Subdivision 1.

Board may authorize.

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

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

Sec. 7.

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

Subd. 3.

Termination.

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

Sec. 8.

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

Subd. 3.

Rights not to apply.

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

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

(c) Notwithstanding subdivision 1, the right to obtain payment under this section, other than in connection with a plan of merger adopted under section new text begin302A.613, subdivision 4, or new text end302A.621, is limited in accordance with the following provisions:

(1) The right to obtain payment under this section is not available for the holders of shares of any class or series of shares that is listed on the New York Stock Exchange, deleted text beginthe American Stock Exchangedeleted text endnew text begin NYSE MKT LLCnew text end, the Nasdaq Global Market, deleted text beginordeleted text end the NASDAQ Global Select Marketnew text begin, the Nasdaq Capital Market, or any successor to any such marketnew text end.

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

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

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

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

Sec. 9.

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

Subd. 2.

Notice of action.

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

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

Sec. 10.

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

Subd. 3.

Notice of dissent.

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

Sec. 11.

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

Subd. 4.

Notice of procedure; deposit of shares.

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

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

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

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

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

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

Sec. 12.

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

Subdivision 1.

Board approval; notice to shareholders.

deleted text beginA resolution containingdeleted text end The plan of merger or exchange shall be approved by the affirmative vote of a majority of the directors present at a meeting of the board of each constituent corporation and shall then be submitted at a regular or a special meeting to the shareholders of (i) each constituent corporation, in the case of a plan of merger, and (ii) the corporation whose shares will be acquired by the acquiring organization in the exchange, in the case of a plan of exchange. If shareholders holding any class or series of stock of the corporation are entitled to vote on the plan of merger or exchange pursuant to this section, written notice shall be given to every shareholder of a corporation, whether or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting, in the manner provided in section 302A.435 for notice of meetings of shareholders. The written notice shall state that a purpose of the meeting is to consider the proposed plan of merger or exchange. A copy or short description of the plan of merger or exchange shall be included in or enclosed with the notice. If the merger or exchange is with a domestic or foreign limited liability company, the plan of merger or exchange must also be approved in the manner required by the laws of the state under which the limited liability company is organized.

Sec. 13.

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

new text begin Subd. 4. new text end

new text begin Approval by shareholders not required for merger following qualified offer. new text end

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

new text begin (1) The plan of merger expressly: new text end

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Sec. 14.

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

Subdivision 1.

When authorized; contents of plan.

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

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

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

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

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

Sec. 15.

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

Subd. 2a.

Approval of parent's shareholders; when required.

(a) Notwithstanding subdivision 1:

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

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

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

Sec. 16.

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

Subd. 3.

Requirements.

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

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

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

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

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

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

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

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

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

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

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

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

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

(11) a resolution approved by the affirmative vote of a majority of the directors of the parent constituent corporation present deleted text beginsets forthdeleted text endnew text begin adoptsnew text end a plan of merger that contains provisions addressing the requirements of clauses (1) to (10).

Sec. 17.

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

new text begin Subd. 3. new text end

new text begin Conversion includes transfer to new home state. new text end

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

Sec. 18.

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

317A.621 MERGER OF deleted text beginSUBSIDIARYdeleted text endnew text begin WHOLLY OWNED SUBSIDIARIESnew text end.

Subdivision 1.

Definitions.

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

(b) "Parent" means a corporation that new text beginowns, new text enddirectlydeleted text begin,deleted text end or indirectly through deleted text beginrelateddeleted text endnew text begin one or more wholly ownednew text end organizations, deleted text beginowns all of the governance and financial interestsdeleted text endnew text begin all of the rights to distributions and all of the management rightsnew text end in anew text begin wholly ownednew text end subsidiary.

(c) "new text beginWholly owned new text endsubsidiary" means deleted text beginan organization havingdeleted text endnew text begin a limited liability company in whichnew text end all of deleted text beginits governancedeleted text endnew text begin the rights to distributionsnew text end and deleted text beginfinancial interestsdeleted text endnew text begin all of the management rights arenew text end owned directlydeleted text begin,deleted text end or indirectly deleted text beginthrough related organizations,deleted text end by a deleted text begincorporationdeleted text endnew text begin parentnew text endnew text begin. Wholly owned subsidiary does not include a nonprofit limited liability company organized under or governed by section 322C.1101new text end.

Subd. 2.

When authorizeddeleted text begin; contents of plandeleted text end.

A corporation that is a parent deleted text beginof a subsidiarydeleted text end may merge deleted text beginthedeleted text endnew text begin a wholly ownednew text end subsidiary into itselfdeleted text begin. The merger may be approved by a resolution approved by the affirmative vote of a majority of the directors or other members of the governing body of the parent. The resolution must set forthdeleted text endnew text begin or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries by adoption ofnew text end a plan of merger that deleted text begincontains:deleted text endnew text begin meets the requirements of subdivision 2a and is approved in the manner described in subdivision 3.new text end

new text begin Subd. 2a. new text end

new text begin Plan of merger. new text end

new text begin The plan of merger must contain: new text end

(1) the deleted text beginnamesdeleted text endnew text begin name of each wholly owned subsidiary that is a constituent organization in the merger, the namenew text end of the parentnew text begin,new text end and deleted text beginsubsidiary proposing to merge; (2)deleted text end the name of the surviving deleted text begincorporationdeleted text endnew text begin organizationnew text end;

deleted text begin(3)deleted text endnew text begin (2)new text end the terms and conditions of the proposed merger; and

deleted text begin(4)deleted text endnew text begin (3)new text end the manner and basis of converting the governance and financial interests of the new text beginwholly owned new text endsubsidiary into membership deleted text begininterestdeleted text endnew text begin interestsnew text end of the surviving deleted text begincorporationdeleted text endnew text begin organizationnew text end, if applicable.

Subd. 3.

Approval by deleted text beginboard and members with voting rightsdeleted text endnew text begin parentnew text end.

(a) When a parent has members with voting rights, the board of directors of the parent shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of mergernew text begin under this sectionnew text end and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.

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

Subd. 4.

Articles of merger; contents of articles.

Articles of merger must be prepared that contain:

(1) the plan of merger;

(2) a statement that the parent owns directly, or indirectly through related organizations, all of the governance and financial interests of each new text beginwholly owned new text endsubsidiary that is a deleted text beginparty todeleted text endnew text begin constituent organization innew text end the merger;

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

(4) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.

Subd. 5.

Articles signed, filed.

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

Subd. 6.

Certificate.

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

Sec. 19.

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

321.1102 CONVERSION.

new text begin Subdivision 1. new text end

new text begin Conversion requirements. new text end

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

deleted text begin (1) the other organization's governing statute authorizes the conversion; deleted text end

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

deleted text begin (3) the other organization complies with its governing statute in effecting the conversion. deleted text end

deleted text begin (b) A plan of conversion must be in a record and must include: deleted text end

deleted text begin (1) the name and form of the organization before conversion; deleted text end

deleted text begin (2) the name and form of the organization after conversion; deleted text end

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

deleted text begin (4) the organizational documents of the converted organization. deleted text end

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

new text begin (1) the other organization's governing statute authorizes the conversion; new text end

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

new text begin (3) the other organization complies with its governing statute in effecting the conversion. new text end

new text begin Subd. 2. new text end

new text begin Contents of plan of conversion. new text end

new text begin A plan of conversion must be in a record and must include: new text end

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

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

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

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

Sec. 20.

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

321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP.

new text begin Subdivision 1. new text end

new text begin Consent required. new text end

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

new text begin Subd. 2. new text end

new text begin Amendment of plan or abandonment of conversion. new text end

deleted text begin(b)deleted text end Subject to section 321.1110 and any contractual rights, after a conversion is approved, and at any time before deleted text beginadeleted text endnew text begin articles of conversion are delivered to the secretary of state fornew text end filing deleted text beginis madedeleted text end under section 321.1104, a converting limited partnership may amend the plan or abandon the deleted text beginplanneddeleted text end conversion:

(1) as provided in the plan; deleted text beginanddeleted text endnew text begin ornew text end

(2) except as new text beginotherwise new text endprohibited deleted text beginbydeleted text endnew text begin innew text end the plan, by the same consent as was required to approve the plan.

Sec. 21.

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

321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.

new text begin Subdivision 1. new text end

new text begin Articles of conversion. new text end

deleted text begin(a)deleted text end After a plan of conversion is approved:

(1) deleted text begina converting limited partnership shall deliver to the secretary of state for filing articles of conversion, which must include:deleted text endnew text begin if the converting organization is a converting limited partnership, the converting limited partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 321.0204, and must include:new text end

deleted text begin(A)deleted text endnew text begin (i)new text end a statement that the limited partnership deleted text beginhas been converteddeleted text endnew text begin is convertingnew text end into another organization;

deleted text begin(B)deleted text endnew text begin (ii)new text end the name and form of thenew text begin convertednew text end organization and the jurisdiction of its governing statute;

deleted text begin(C)deleted text endnew text begin (iii)new text end the deleted text begindatedeleted text endnew text begin timenew text end the conversion is effective under the governing statute of the converted organization;

deleted text begin(D)deleted text endnew text begin (iv)new text end a statement that the conversion was approved as required by this chapter;

deleted text begin(E)deleted text endnew text begin (v)new text end a statement that the conversion was approved as required by the governing statute of the converted organization; and

deleted text begin(F)deleted text endnew text begin (vi)new text end if the converted organization is a foreign organization not authorized to transact business in this state, the street deleted text beginand mailingdeleted text end address of an office deleted text beginwhichdeleted text endnew text begin thatnew text end the secretary of state may use for the purposes of section deleted text begin321.1105(c)deleted text endnew text begin 321.1105, subdivision 3new text end; and

(2) deleted text beginif the converting organization is not a converting limited partnership, the converting organization shall deliver to the secretary of state for filing a certificate of limited partnership, which must include, in addition to the information required by section 321.0201deleted text endnew text begin if the converting organization is not a converting partnership, the converting organization shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 321.0204, and must includenew text end:

deleted text begin (A) a statement that the limited partnership was converted from another organization; deleted text end

deleted text begin (B) the name and form of the organization and the jurisdiction of its governing statute; and deleted text end

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

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

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

new text begin (iii) the name and form of the converting organization and the jurisdiction of its governing statute; and new text end

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

new text begin Subd. 2. new text end

new text begin Effective date and time of conversion. new text end

deleted text begin(b)deleted text end A conversion becomes effective:

(1) deleted text beginif the converted organization is a limited partnership, when the certificate of limited partnership takes effect; anddeleted text endnew text begin if the converted organization is a limited partnership, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; andnew text end

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

new text begin Subd. 3. new text end

new text begin Certificate. new text end

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

Sec. 22.

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

321.1105 EFFECT OF CONVERSION.

new text begin Subdivision 1. new text end

new text begin Same entity. new text end

deleted text begin(a)deleted text end An organization that has been converted pursuant to deleted text beginthis articledeleted text endnew text begin sections 321.1102 to 321.1105new text end is for all purposes the same entity that existed before the conversion.

new text begin Subd. 2. new text end

new text begin Effect on converting organization. new text end

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

(2) all debts, deleted text beginliabilitiesdeleted text endnew text begin obligationsnew text end, deleted text beginanddeleted text endnew text begin ornew text end other deleted text beginobligationsdeleted text endnew text begin liabilitiesnew text end of the converting organization continue as new text begindebts, new text endobligationsnew text begin, or other liabilities new text end of the converted organization;

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

(4) except as prohibited by deleted text beginotherdeleted text end lawnew text begin other than this chapternew text end, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;

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

(6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of deleted text beginarticle 8deleted text endnew text begin sections 321.0801 to 321.0812new text end.

new text begin Subd. 3. new text end

new text begin Foreign organization. new text end

deleted text begin(c)deleted text end A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any new text begindebt, new text endobligation deleted text beginowed bydeleted text endnew text begin, or other liability for whichnew text end the converting limited partnershipdeleted text begin,deleted text endnew text begin is liablenew text end ifnew text begin,new text end before the conversionnew text begin,new text end the converting limited partnership was subject to suit in this state on the new text begindebt, new text endobligationnew text begin, or other liabilitynew text end. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing deleted text beginandeleted text endnew text begin a debt,new text end obligation deleted text beginunder this subsectiondeleted text endnew text begin, or other liability under this subdivisionnew text end. Service on the secretary of state under this deleted text beginsubsection isdeleted text endnew text begin subdivision must benew text end made in the same manner and deleted text beginwithdeleted text endnew text begin hasnew text end the same consequences as in section 321.0117deleted text begin(c) and (d)deleted text end.

Sec. 23.

new text begin [321.1115] DOMESTICATION. new text end

new text begin Subdivision 1. new text end

new text begin Foreign limited partnership. new text end

new text begin A foreign limited partnership may become a partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if: new text end

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

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

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

new text begin Subd. 2. new text end

new text begin Domestic limited partnership. new text end

new text begin A limited partnership may become a foreign limited partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if: new text end

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

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

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

new text begin Subd. 3. new text end

new text begin Plan of domestication. new text end

new text begin A plan of domestication must be in a record and must include: new text end

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

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

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

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

Sec. 24.

new text begin [321.1116] ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED PARTNERSHIP. new text end

new text begin Subdivision 1. new text end

new text begin Consent required. new text end

new text begin A plan of domestication must be consented to: new text end

new text begin (1) by all the partners, subject to section 321.1119 if the domesticating organization is a limited partnership; and new text end

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

new text begin Subd. 2. new text end

new text begin Amendment of plan or abandonment of domestication. new text end

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

new text begin (1) as provided in the plan; or new text end

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

Sec. 25.

new text begin [321.1117] FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. new text end

new text begin Subdivision 1. new text end

new text begin Articles of domestication. new text end

new text begin After a plan of domestication is approved, a domesticating organization shall file with the secretary of state articles of domestication, which articles of domestication must include: new text end

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

new text begin (2) the name of the domesticating organization and the jurisdiction of its governing statute; new text end

new text begin (3) the name of the domesticated organization and the jurisdiction of its governing statute; new text end

new text begin (4) the date the domestication is effective under the governing statute of the domesticated organization; new text end

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

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

new text begin (7) if the domesticated organization was a foreign limited partnership not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 321.1118, subdivision 2. new text end

new text begin Subd. 2. new text end

new text begin Effective date of domestication. new text end

new text begin A domestication becomes effective: new text end

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

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

Sec. 26.

new text begin [321.1118] EFFECT OF DOMESTICATION. new text end

new text begin Subdivision 1. new text end

new text begin Effect on domesticating company. new text end

new text begin When a domestication takes effect: new text end

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

new text begin (2) all property owned by the domesticating organization remains vested in the domesticated organization; new text end

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

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

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

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

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

new text begin Subd. 2. new text end

new text begin Foreign organization. new text end

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

new text begin Subd. 3. new text end

new text begin Foreign jurisdiction. new text end

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

new text begin (1) the name of the limited partnership; new text end

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

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

new text begin (4) the jurisdiction of formation of the domesticated foreign limited partnership. new text end

Sec. 27.

new text begin [321.1119] RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. new text end

new text begin Subdivision 1. new text end

new text begin Personal liability of partner. new text end

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

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

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

new text begin Subd. 2. new text end

new text begin Consent. new text end

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

Sec. 28.

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

322C.0706 REINSTATEMENT deleted text beginFOLLOWING ADMINISTRATIVE DISSOLUTIONdeleted text end.

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

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

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

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

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

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

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective retroactively from January 1, 2018. new text end

Sec. 29.

new text begin [322C.0810] AMENDMENT OF FOREIGN REGISTRATION STATEMENT. new text end

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

new text begin (1) the name of the company; new text end

new text begin (2) the company's jurisdiction of formation; new text end

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

new text begin (4) the information required by section 322C.0802, clause (5). new text end

Sec. 30.

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

new text begin Subd. 14. new text end

new text begin Parent organization. new text end

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

Sec. 31.

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

new text begin Subd. 15. new text end

new text begin Wholly owned subsidiary. new text end

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

Sec. 32.

new text begin [322C.1016] MERGER OF WHOLLY OWNED SUBSIDIARIES. new text end

new text begin Subdivision 1. new text end

new text begin When authorized. new text end

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

new text begin Subd. 2. new text end

new text begin Plan of merger. new text end

new text begin The plan of merger must contain: new text end

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

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

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

new text begin Subd. 3. new text end

new text begin Articles of merger; contents of articles. new text end

new text begin Articles of merger must be prepared that contain: new text end

new text begin (1) the plan of merger; new text end

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

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

new text begin Subd. 4. new text end

new text begin Articles signed, filed. new text end

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

new text begin Subd. 5. new text end

new text begin Certificate. new text end

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

new text begin Subd. 6. new text end

new text begin Nonexclusivity. new text end

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

Sec. 33.

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

323A.0902 CONVERSION OF PARTNERSHIP TO LIMITED PARTNERSHIP.

new text begin Subdivision 1. new text end

new text begin Conversion requirements. new text end

deleted text begin (a) A partnership may be converted to a limited partnership pursuant to this section. deleted text end

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

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

deleted text begin (1) a statement that the partnership was converted to a limited partnership from a partnership; deleted text end

deleted text begin (2) its former name; and deleted text end

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

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

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

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

new text begin (1) the other organization's governing statute authorizes the conversion; new text end

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

new text begin (3) the other organization complies with its governing statute in effecting the conversion. new text end

new text begin Subd. 2. new text end

new text begin Contents of plan of conversion. new text end

new text begin A plan of conversion must be in a record and must include: new text end

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

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

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

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

new text begin Subd. 3. new text end

new text begin Member consent required. new text end

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

new text begin Subd. 4. new text end

new text begin Amendment of plan or abandonment of conversion. new text end

new text begin Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 323A.0903, a converting partnership may amend the plan or abandon the conversion: new text end

new text begin (1) as provided in the plan; or new text end

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

Sec. 34.

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

323A.0903 deleted text beginCONVERSION OF LIMITED PARTNERSHIP TO PARTNERSHIPdeleted text endnew text begin FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIMEnew text end.

new text begin Subdivision 1. new text end

new text begin Articles of conversion. new text end

deleted text begin (a) A limited partnership may be converted to a partnership pursuant to this section. deleted text end

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

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

deleted text begin (d) The conversion takes effect when the statement of termination is effective. deleted text end

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

new text begin After a plan of conversion is approved: new text end

new text begin (1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include: new text end

new text begin (i) a statement that the partnership is converting into another organization; new text end

new text begin (ii) the name and form of the converted organization and the jurisdiction of its governing statute; new text end

new text begin (iii) the time the conversion is effective under the governing statute of the converted organization; new text end

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

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

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

new text begin (2) if the converting organization is not a converting partnership, the converting organization shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include: new text end

new text begin (i) a statement that the converting organization is converting into a partnership from another organization; new text end

new text begin (ii) the name and form of the converting organization and the jurisdiction of its governing statute; and new text end

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

new text begin Subd. 2. new text end

new text begin Effective date and time of conversion. new text end

new text begin A conversion becomes effective: new text end

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

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

new text begin Subd. 3. new text end

new text begin Certificate. new text end

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

Sec. 35.

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

323A.0904 EFFECT OF CONVERSIONdeleted text begin; ENTITY UNCHANGEDdeleted text end.

new text begin Subdivision 1. new text end

new text begin Same entity. new text end

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

deleted text begin (b) When a conversion takes effect: deleted text end

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

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

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

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

new text begin Subd. 2. new text end

new text begin Effect on converting organization. new text end

new text begin When a conversion takes effect: new text end

new text begin (1) all property owned by the converting organization remains vested in the converted organization; new text end

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

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

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

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

new text begin (6) except as otherwise agreed, the conversion does not dissolve a converting partnership for the purposes of sections 323A.0801 to 323A.0807. new text end

new text begin Subd. 3. new text end

new text begin Foreign organization. new text end

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

Sec. 36.

new text begin [323A.0910] DOMESTICATION. new text end

new text begin Subdivision 1. new text end

new text begin Foreign partnership. new text end

new text begin A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: new text end

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

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

new text begin (3) the foreign partnership complies with its governing statute in effecting the domestication. new text end

new text begin Subd. 2. new text end

new text begin Domestic partnership. new text end

new text begin A partnership may become a foreign partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: new text end

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

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

new text begin (3) the foreign partnership complies with its governing statute in effecting the domestication. new text end

new text begin Subd. 3. new text end

new text begin Plan of domestication. new text end

new text begin A plan of domestication must be in a record and must include: new text end

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

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

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

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

Sec. 37.

new text begin [323A.0911] ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP. new text end

new text begin Subdivision 1. new text end

new text begin Consent required. new text end

new text begin A plan of domestication must be consented to: new text end

new text begin (1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and new text end

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

new text begin Subd. 2. new text end

new text begin Amendment of plan or abandonment of domestication. new text end

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

new text begin (1) as provided in the plan; or new text end

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

Sec. 38.

new text begin [323A.0912] FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. new text end

new text begin Subdivision 1. new text end

new text begin Articles of domestication. new text end

new text begin After a plan of domestication is approved, a domesticating partnership shall file with the secretary of state articles of domestication, which articles of domestication must include: new text end

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

new text begin (2) the name of the domesticating partnership and the jurisdiction of its governing statute; new text end

new text begin (3) the name of the domesticated partnership and the jurisdiction of its governing statute; new text end

new text begin (4) the date the domestication is effective under the governing statute of the domesticated company; new text end

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

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

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

new text begin Subd. 2. new text end

new text begin Effective date of domestication. new text end

new text begin A domestication becomes effective: new text end

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

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

Sec. 39.

new text begin [323A.0913] EFFECT OF DOMESTICATION. new text end

new text begin Subdivision 1. new text end

new text begin Effect on domesticating partnership. new text end

new text begin When a domestication takes effect: new text end

new text begin (1) the domesticated partnership is for all purposes the partnership that existed before the domestication; new text end

new text begin (2) all property owned by the domesticating partnership remains vested in the domesticated partnership; new text end

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

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

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

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

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

new text begin Subd. 2. new text end

new text begin Foreign partnership. new text end

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

Sec. 40.

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

new text begin Subdivision 1. new text end

new text begin Personal liability of member. new text end

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

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

new text begin (2) the partner has consented to the provision of the partnership agreement. new text end

new text begin Subd. 2. new text end

new text begin Consent. new text end

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

Sec. 41.

new text begin REPEALER. new text end

new text begin Minnesota Statutes 2016, section 323A.0908, new text end new text begin is repealed. new text end

Sec. 42.

new text begin EFFECTIVE DATE. new text end

new text begin Sections 19 to 27 and sections 33 to 40 are effective on January 1, 2019. new text end

Presented to the governor April 23, 2018

Signed by the governor April 25, 2018, 11:35 a.m.

Official Publication of the State of Minnesota
Revisor of Statutes