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322B.75 EFFECTIVE DATE OF MERGER OR EXCHANGE AND 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 constituent organizations. When a merger becomes effective:
(1) the constituent organizations become a single entity, the surviving limited liability
company or corporation, as the case may be;
(2) the separate existence of all constituent organizations except the surviving organization
ceases;
(3) as to any limited liability company that was a constituent organization and is not the
surviving organization, the articles of merger serve as the articles of termination, and, unless
previously filed, the notice of dissolution;
(4)(i) if the surviving organization is a limited liability company, the surviving limited
liability company has all the rights, privileges, immunities, and powers, and is subject to all the
duties and liabilities of a limited liability company under this chapter; and
(ii) if the surviving organization is not a limited liability company, the surviving organization
has all the rights, privileges, immunities, and powers, and is subject to all the duties and liabilities
of the organization under its governing law;
(5) the surviving organization, whether a limited liability company, a foreign limited liability
company, a domestic corporation, a foreign corporation, or a cooperative organized under chapter
308A or 308B, 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 contribution
agreements, as the case may be, 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 in real estate vested in any of the constituent organizations does not revert nor in any
way become impaired by reason of the merger;
(6) 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
(7) the articles of organization or articles of incorporation, as the case may be, of the
surviving organization are considered to be amended to the extent that changes in its articles, if
any, are contained in the plan of merger.
    Subd. 3. Effect on members. When a merger or exchange becomes effective, the
membership interests in a limited liability company to be converted or exchanged under the terms
of the plan cease to exist in the case of a merger, or are considered to be exchanged in the case of
an exchange. The members owning those membership interests are entitled only to the ownership
interests, securities, money, or other property into which those membership interests have been
converted or for which those membership interests have been exchanged in accordance with the
plan, subject to any dissenters' rights under section 322B.383.
History: 1992 c 517 art 2 s 101; 1996 c 361 s 44; 2006 c 250 art 2 s 26,27