2007 Minnesota Statutes

322B.755 MERGER OF DOMESTIC COOPERATIVE INTO A DOMESTIC LIMITED
LIABILITY COMPANY.
    Subdivision 1. Definition. As used in this section, "domestic cooperative" means a
cooperative organized under chapter 308A or 308B.
    Subd. 2. Authorization; limitations. (a) A limited liability company may merge with a
domestic cooperative only as provided by this section. A limited liability company may merge
with one or more domestic cooperatives if:
(1) only one limited liability company and only one or more domestic cooperatives are
parties to the merger;
(2) when the merger becomes effective, the separate existence of each domestic cooperative
ceases and the limited liability company is the surviving organization;
(3) as to each domestic cooperative, the plan of merger is initiated and adopted, and the
merger is effectuated, as provided in section 308B.801; and
(4) as to the limited liability company, the plan of merger complies with section 322B.71,
the plan of merger is approved as provided in section 322B.72, and the articles of merger are
prepared, signed, and filed as provided in section 322B.73.
(b) For purposes of a merger authorized by this section:
(1) the term "constituent organization" as used in sections 322B.71, subdivision 1, clause
(1); 322B.71, subdivision 1, clause (3), item (i); 322B.73; and 322B.75, includes a domestic
cooperative;
(2) the term "constituent organization" as used in section 322B.72 does not include a
domestic cooperative;
(3) the term "ownership interests" as used in section 322B.71, subdivision 1, clause (3), item
(i), includes membership interests in a domestic cooperative;
(4) notwithstanding sections 322B.71, subdivision 1, clause (1), item (i); 322B.71,
subdivision 1 , clause (4); 322B.75, subdivision 2, clause (1); 322B.75, subdivision 2, clause
(4), item (i); and 322B.75, subdivision 2, clause (5), the surviving organization must be the
limited liability company;
(5) section 322B.75, subdivision 2, clause (3), does not apply;
(6) the term "ownership interests" includes membership interests in a domestic cooperative
and the term "owners" includes members of a domestic cooperative; and
(7) "dissenters rights" includes dissenters rights under the law governing the domestic
cooperative.
    Subd. 3. Abandonment. Section 308B.835 governs the abandonment by a domestic
cooperative of a merger authorized by this section.
History: 2003 c 105 art 2 s 4; 2006 c 250 art 2 s 28