2006 Minnesota Statutes

317A.661 TRANSFER OF ASSETS; WHEN PERMITTED.
    Subdivision 1. Member approval; when not required. Unless otherwise provided in its
articles or bylaws, a corporation, by affirmative vote of the board of directors, may sell, lease,
transfer, or dispose of all or substantially all of its property and assets in the usual and regular
course of its activities and, subject to section 317A.501, subdivision 1, grant a security interest in
all or substantially all of its property and assets whether or not in the usual and regular course of
its activities, upon those terms and conditions and for those considerations, which may be money,
securities, or other instruments for the payment of money or other property, as the board considers
expedient, in which case no member approval is required.
    Subd. 2. Voting member approval; when required. A corporation, by affirmative vote of
the board of directors, may sell, lease, transfer, or dispose of all or substantially all of its property
and assets, including its good will, not in the usual and regular course of its activities, upon those
terms and conditions and for those considerations, which may be money, securities, or other
instruments for the payment of money or other property, as the board considers expedient, when
approved at a regular or special meeting of the members by the affirmative vote of the majority of
the members with voting rights. If there are no members with voting rights, member approval is
not required. Notice of the meeting must be given to the members with voting rights. The notice
must state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition
of all or substantially all of the property and assets of the corporation.
    Subd. 3. Notice to attorney general. If applicable, a corporation shall comply with section
317A.811 before transferring all or substantially all of its assets under this section.
    Subd. 4. Signing of documents. Confirmatory deeds, assignments, or similar instruments
to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time
in the name of the transferor by its current officers or, if the corporation no longer exists, by
its last officers.
    Subd. 5. Transferee liability. The transferee is liable for the debts, obligations, and liabilities
of the transferor only to the extent provided in the contract or agreement between the transferee
and the transferor or to the extent provided by this chapter or other statutes of this state.
History: 1989 c 304 s 92