2005 Minnesota Statutes

     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.  

    HIST: (7457-12) 1927 c 385 s 1; 1951 c 550 s 72; 1953 c 650 s 
 22; 1976 c 181 s 2; 1982 c 496 s 9; 1984 c 628 art 5 s 1; 1986 c 
 444; 1995 c 202 art 1 s 25