302A.641 EFFECTIVE DATE OR TIME OF MERGER OR EXCHANGE; EFFECT.
Subdivision 1. Effective date or time.
A merger or exchange is effective when the articles
of merger or exchange are filed with the secretary of state or on a later date or at a later time
specified in the articles of merger or exchange.
Subd. 2. Effect on organization.
When a merger becomes effective:
(a) the constituent organizations become a single entity, the surviving corporation or
surviving limited liability company, as the case may be;
(b) the separate existence of all constituent organizations except the surviving organization
(c) if the surviving organization is a corporation, the surviving corporation has all the rights,
privileges, immunities, and powers, and is subject to all the duties and liabilities, of a corporation
incorporated under this chapter;
(d) the surviving organization, whether a corporation, foreign corporation, or domestic or
foreign limited liability company, possesses all the rights, privileges, immunities, and franchises,
of a public as well as of a private nature, of each of the constituent organizations. All property, real,
personal, and mixed, and all debts due on any account, including subscriptions to shares, and all
other choses in action, and every other interest of or belonging to or due to each of the constituent
organizations vests in the surviving organization without any further act or deed. Confirmatory
deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered
at any time in the name of a constituent organization by its current officers or managers, as
the case may be, or, if the organization no longer exists, by its last officers or managers, as the
case may be. The title to any real estate or any interest therein vested in any of the constituent
organizations does not revert nor in any way become impaired by reason of the merger;
(e) the surviving organization is responsible and liable for all the liabilities and obligations
of each of the constituent organizations. A claim of or against or a pending proceeding by or
against a constituent organization may be prosecuted as if the merger had not taken place, or the
surviving organization may be substituted in the place of the constituent organization. Neither the
rights of creditors nor any liens upon the property of a constituent organization are impaired by
the merger; and
(f) the articles of the surviving organization are deemed to be amended to the extent that
changes in its articles, if any, are contained in the plan of merger.
Subd. 3. Effect on shareholders.
When a merger or exchange becomes effective, the shares
of the corporation or corporations to be converted or exchanged under the terms of the plan cease
to exist in the case of a merger, or are deemed to be exchanged in the case of an exchange. The
holders of those shares are entitled only to the securities, money, or other property into which
those shares have been converted or for which those shares have been exchanged in accordance
with the plan, subject to any dissenter's rights under section
History: 1981 c 270 s 95; 1987 c 203 s 9; 1993 c 17 s 51; 1997 c 10 art 3 s 12