Minnesota Legislature
Office of the Revisor of Statutes
2007 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
49.37 STOCKHOLDERS TO APPROVE; CERTIFICATE OF CONSOLIDATION OR
MERGER.
Either before or after the consolidation or merger agreement has been approved by the
commissioner of commerce, it must be submitted to the stockholders of each corporation at a
meeting thereof called, and it does not become binding upon the corporation until it has been
approved at each of the meetings required by this section by the vote or ballot of the stockholders,
holding at least a majority of the amount of stock of the respective corporations, or a higher
percentage as may be required by the certificate of incorporation of the corporations. Proof of
the holding of these meetings and the results thereof must be submitted to the commissioner of
commerce. After the agreement called for by sections 49.33 to 49.41 has been approved by the
stockholders of the respective corporations and by the commissioner of commerce, the latter shall
issue a certificate reciting that the corporations have complied with the provisions of sections
49.34 to 49.41 and declaring the consolidation or merger of these corporations and the name of the
consolidated or surviving corporation, the amount of capital stock thereof, the names of the first
board of directors, and the place of business of the consolidated or surviving corporation, which
must be within the city where any of the constituent corporations have been previously authorized
to have their places of business. Upon the issuing of this certificate and the filing of it for record in
the Office of the Secretary of State, the incorporation is deemed to be complete in the case of the
consolidation, and the assets of the constituent corporations merged into the survivor in the case
of a merger, and the consolidated or surviving corporation shall, from the date of this certificate,
have the term of corporate existence as may be specified in it, not exceeding the longest unexpired
term of any constituent corporation. The certificate of the commissioner of commerce is prima
facie evidence that all of the provisions of sections 49.34 to 49.41 have been complied with, and
is conclusive evidence of the existence of the consolidated or surviving corporation.
History: (7699-8) 1925 c 156 s 4; 1973 c 123 art 5 s 7; 1976 c 181 s 2; 1983 c 250 s 10;
1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1989 c 166 s 12
MERGER.
Either before or after the consolidation or merger agreement has been approved by the
commissioner of commerce, it must be submitted to the stockholders of each corporation at a
meeting thereof called, and it does not become binding upon the corporation until it has been
approved at each of the meetings required by this section by the vote or ballot of the stockholders,
holding at least a majority of the amount of stock of the respective corporations, or a higher
percentage as may be required by the certificate of incorporation of the corporations. Proof of
the holding of these meetings and the results thereof must be submitted to the commissioner of
commerce. After the agreement called for by sections 49.33 to 49.41 has been approved by the
stockholders of the respective corporations and by the commissioner of commerce, the latter shall
issue a certificate reciting that the corporations have complied with the provisions of sections
49.34 to 49.41 and declaring the consolidation or merger of these corporations and the name of the
consolidated or surviving corporation, the amount of capital stock thereof, the names of the first
board of directors, and the place of business of the consolidated or surviving corporation, which
must be within the city where any of the constituent corporations have been previously authorized
to have their places of business. Upon the issuing of this certificate and the filing of it for record in
the Office of the Secretary of State, the incorporation is deemed to be complete in the case of the
consolidation, and the assets of the constituent corporations merged into the survivor in the case
of a merger, and the consolidated or surviving corporation shall, from the date of this certificate,
have the term of corporate existence as may be specified in it, not exceeding the longest unexpired
term of any constituent corporation. The certificate of the commissioner of commerce is prima
facie evidence that all of the provisions of sections 49.34 to 49.41 have been complied with, and
is conclusive evidence of the existence of the consolidated or surviving corporation.
History: (7699-8) 1925 c 156 s 4; 1973 c 123 art 5 s 7; 1976 c 181 s 2; 1983 c 250 s 10;
1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1989 c 166 s 12
Official Publication of the State of Minnesota
Revisor of Statutes