1999 Minnesota Statutes

     322B.70 Merger, exchange, transfer. 

    Subdivision 1.    Merger.  With or without a business 
 purpose, a limited liability company may merge:  

    (1) with another limited liability company pursuant to a 
 plan of merger approved in the manner provided in sections 
 322B.71 to 322B.75; 

    (2) with a domestic corporation under a plan of merger 
 approved in the manner provided in sections 322B.71 to 322B.75, 
 and in chapter 302A; and 

    (3) with any foreign corporation or foreign limited 
 liability company pursuant to a plan of merger approved in the 
 manner provided in section 322B.76.  

    Subd. 2.    Exchange.  (a) A limited liability company 
 may acquire all of the ownership interests of one or more 
 classes or series of another limited liability company pursuant 
 to a plan of exchange approved in the manner provided in 
 sections 322B.71 to 322B.75. 

    (b) A limited liability company may acquire all of the 
 ownership interests of one or more classes or series of a 
 domestic corporation pursuant to a plan of exchange approved in 
 the manner provided in sections 322B.71 to 322B.75, and in 
 chapter 302A. 

    (c) A domestic corporation may acquire all of the ownership 
 interests of one or more classes or series of a limited 
 liability company pursuant to a plan of exchange approved in the 
 manner provided in sections 322B.71 to 322B.75, and in chapter 
 302A. 

    (d) A foreign corporation or foreign limited liability 
 company may acquire all of the ownership interests of one or 
 more classes or series of a limited liability company pursuant 
 to a plan of exchange approved in the manner provided in section 
 322B.76. 

    Subd. 3.    Transfer.  A limited liability company may 
 sell, lease, transfer, or otherwise dispose of all or 
 substantially all of its property and assets in the manner 
 provided in section 322B.77.  

    Subd. 4.    Permitted transactions.  A limited liability 
 company may participate in a merger or exchange only as 
 permitted by this section.  

    HIST: 1992 c 517 art 2 s 96; 1997 c 10 art 3 s 14,15