2006 Minnesota Statutes

317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION.
    Subdivision 1. When permitted. A corporation may merge or consolidate with a foreign
corporation by following the procedures set forth in this section, if the merger or consolidation is
permitted by the laws of the state under which the foreign corporation is incorporated.
    Subd. 2. Laws applicable before transaction. Each corporation shall comply with sections
317A.601 to 317A.643 with respect to the merger or consolidation of corporations and each
foreign corporation shall comply with the laws under which it was incorporated or by which
it is governed.
    Subd. 3. Surviving corporation. If the single corporation will be incorporated under this
chapter, it shall comply with this chapter.
    Subd. 4. Foreign surviving corporation. If the single corporation will be a foreign
corporation and will transact business in this state, it shall comply with the provisions of chapter
303 with respect to foreign corporations. In every case the single corporation shall file with
the secretary of state:
(1) an agreement that it may be served with process in this state in a proceeding for the
enforcement of an obligation of a constituent corporation; and
(2) an irrevocable appointment of the secretary of state as its agent to accept service of
process in any proceeding and an address to which process may be forwarded.
History: 1989 c 304 s 91