300.14 Certain corporations.
Subdivision 1. Consolidation. Two or more corporations, except corporations organized for the purpose of carrying on the business of a railroad, bank, savings bank, trust company, savings association, or insurance company, or a nonprofit corporation subject to the Minnesota Nonprofit Corporation Act or any part of it, may consolidate into a single corporation. The resulting corporation may be either one of the consolidating corporations or a new corporation created by the consolidation. If at least a majority of the directors of each of the corporations desire to consolidate, they may enter into an agreement setting forth:
(1) the terms and conditions of the consolidation;
(2) the mode of carrying the consolidation into effect;
(3) applicable facts which are necessary to be set out in a certificate of incorporation, as provided in section 300.025;
(4) the manner and basis of converting the shares of stock of each of the constituent corporations into the shares of the consolidated corporation, whether into the same or a different number of shares of the consolidated corporation and whether par value or no par value stock and;
(5) other details and provisions which are necessary or desirable.
The agreement must be signed by these directors under the corporate seals of those corporations. The agreement must state the amount of capital stock with which the consolidated corporation will begin business, which may be any amount not less than the aggregate par value of shares of stock having par value to be distributed in place of previously issued and outstanding shares of stock of the constituent corporations. The agreement may provide for the distribution of cash, notes, or bonds in whole or in part in lieu of stock to stockholders of the constituent corporations, or any of them.
Subd. 2. Agreement. The agreement must be submitted to the stockholders of record of each corporation at a meeting called separately for the purpose of considering it. Notice of the time, place, and object of the meeting must be mailed at least two weeks before the meeting to each stockholder of record, whether entitled to vote or not, at the stockholder's last known address, as shown by the corporation's records.
At the meeting the agreement must be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of it. If votes to adopt the agreement are cast by stockholders of each corporation holding stock in the corporation entitling them to exercise at least nine-tenths of the voting power on a proposal to consolidate the corporation with another, or by any other proportion of the stockholders as prescribed by the certificate of incorporation for votes on the proposal, then that fact must be certified on the agreement by the secretary or assistant secretary of each corporation, under its seal.
The agreement adopted and certified must be signed by the president or vice-president and secretary or assistant secretary of each corporation under its corporate seal and acknowledged by the president or vice-president to be the respective acts, deeds, and agreements of the corporation. The certified and acknowledged agreement must be filed for record with the secretary of state and be taken and considered to be the agreement and acts of consolidation of the constituent corporations, and the certificate of incorporation of the consolidated corporation. A certified copy of it is evidence of the performance of all antecedent acts and conditions necessary to the consolidation and of the existence of the consolidated corporation.