322B.71 PLAN OF MERGER OR EXCHANGE.
Subdivision 1. Contents of plan.
A plan of merger or exchange must contain:
(1) the name of the limited liability company and each other constituent organization
proposing to merge or participate in an exchange, and:
(i) in the case of a merger, the name of the surviving organization, which may be the limited
liability company or another constituent organization; or
(ii) in the case of an exchange, the name of the acquiring organization;
(2) the terms and conditions of the proposed merger or exchange;
(3)(i) in the case of a merger, the manner and basis of converting the ownership interests
of the constituent organizations into securities of, or other ownership interests in, the surviving
organization or of any other organization, or, in whole or in part, into money or other property; or
(ii) in the case of an exchange, the manner and basis of exchanging the ownership interests to
be acquired for securities of, or other ownership interests in, the acquiring organization or any
other organization or, in whole or part, for money or other property;
(4) in the case of a merger, a statement of any amendments to the articles of organization or
articles of incorporation, as the case may be, of the surviving organization proposed as part of
the merger; and
(5) any other provisions with respect to the proposed merger or exchange that are considered
necessary or desirable.
Subd. 2. Other agreements.
The procedure authorized by this section does not limit the
power of a limited liability company to acquire all or part of the ownership interests of one
or more classes or series of any other organization through a negotiated agreement with the
owners or otherwise.
History: 1992 c 517 art 2 s 97; 2006 c 250 art 2 s 23