2008 Minnesota Statutes

302A.601 MERGER, EXCHANGE, TRANSFER.

Subdivision 1.Merger.

A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651.

Subd. 2.Exchange.

A corporation may acquire all of the outstanding shares of one or more classes or series of another domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 302A.611 to 302A.615, and 302A.631 to 302A.651.

Subd. 3.Transfer.

A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661.

Subd. 4.Merger or exchange with a limited liability company.

A corporation may participate in a merger or exchange with a limited liability company. The dissenters' rights for shareholders of a corporation are governed by this chapter.

History:

1981 c 270 s 89; 1987 c 203 s 4; 1992 c 517 art 1 s 16; 1997 c 10 art 3 s 6; 2006 c 250 art 1 s 31,32