2006 Minnesota Statutes

302A.661 TRANSFER OF ASSETS; WHEN PERMITTED.
    Subdivision 1. Shareholder approval; when not required. A corporation may, by
affirmative vote of a majority of the directors present, 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 deems expedient, and without shareholder approval:
(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and
assets in the usual and regular course of its business;
(2) 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 business; or
(3) transfer any or all of its property to an organization all the shares or other ownership
interests of which are owned by the corporation.
    Subd. 2. Shareholder approval; when required. (a) A corporation, by affirmative vote
of a majority of the directors present, may sell, lease, transfer, or otherwise dispose of all or
substantially all of its property and assets, including its good will, not in the usual and regular
course of its business, 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 deems expedient, when approved at a regular or special meeting of the shareholders
by the affirmative vote of the holders of a majority of the voting power of the shares entitled to
vote. Written notice of the meeting shall be given to all shareholders whether or not they are
entitled to vote at the meeting. The written notice shall 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.
(b) Shareholder approval is not required under paragraph (a) if, following the sale, lease,
transfer, or other disposition of its property and assets, the corporation retains a significant
continuing business activity. If a corporation retains a business activity that represented at least
(1) 25 percent of the corporation's total assets at the end of the most recently completed fiscal year
and (2) 25 percent of either income from continuing operations before taxes or revenues from
continuing operations for that fiscal year, measured on a consolidated basis with its subsidiaries
for each of clauses (1) and (2), then the corporation will conclusively be deemed to have retained
a significant continuing business activity.
    Subd. 3. 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. 4. 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. A
disposition of all or substantially all of a corporation's property and assets under this section is
not considered to be a merger or a de facto merger pursuant to this chapter or otherwise. The
transferee shall not be liable solely because it is deemed to be a continuation of the transferor.
History: 1981 c 270 s 97; 1982 c 497 s 57; 1994 c 417 s 6; 2004 c 199 art 14 s 22; 2006
c 250 art 1 s 43,44