1999 Minnesota Statutes

     302A.661 Transfer of assets; when permitted. 

    Subdivision 1.    Shareholder approval; when not required. 
  A corporation may, by affirmative vote of a majority of the 
 directors present, upon those terms and conditions and for those 
 considerations, which may be money, securities, or other 
 instruments for the payment of money or other property, as the 
 board deems expedient, and without shareholder approval: 

    (1) sell, lease, transfer, or otherwise dispose of all or 
 substantially all of its property and assets in the usual and 
 regular course of its business; 

    (2) grant a security interest in all or substantially all 
 of its property and assets whether or not in the usual and 
 regular course of its business; or 

    (3) transfer any or all of its property to a corporation 
 all the shares of which are owned by the corporation. 

    Subd. 2.    Shareholder approval; when required.  A 
 corporation, by affirmative vote of a majority of the directors 
 present, may sell, lease, transfer, or otherwise dispose of all 
 or substantially all of its property and assets, including its 
 good will, not in the usual and regular course of its business, 
 upon those terms and conditions and for those considerations, 
 which may be money, securities, or other instruments for the 
 payment of money or other property, as the board deems 
 expedient, when approved at a regular or special meeting of the 
 shareholders by the affirmative vote of the holders of a 
 majority of the voting power of the shares entitled to vote.  
 Written notice of the meeting shall be given to all shareholders 
 whether or not they are entitled to vote at the meeting.  The 
 written notice shall state that a purpose of the meeting is to 
 consider the sale, lease, transfer, or other disposition of all 
 or substantially all of the property and assets of the 
 corporation.  

    Subd. 3.    Signing of documents.  Confirmatory deeds, 
 assignments, or similar instruments to evidence a sale, lease, 
 transfer, or other disposition may be signed and delivered at 
 any time in the name of the transferor by its current officers 
 or, if the corporation no longer exists, by its last officers.  

    Subd. 4.    Transferee liability.  The transferee is 
 liable for the debts, obligations, and liabilities of the 
 transferor only to the extent provided in the contract or 
 agreement between the transferee and the transferor or to the 
 extent provided by this chapter or other statutes of this state. 

    HIST: 1981 c 270 s 97; 1982 c 497 s 57; 1994 c 417 s 6