Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 317A.631. Abandonment

Subdivision 1. By members or board of each corporation; under terms of plan. After a plan of merger or consolidation has been approved by each constituent corporation undersection 317A.613and before the effective date of the plan, it may be abandoned:

Subd. 2. By board of one corporation. A plan of merger or consolidation may be abandoned after it has been approved by each constituent corporation and before the effective date of the plan, by a resolution approved by a majority of all directors of the constituent corporation abandoning the plan of merger or consolidation, subject to the contract rights of any other person under the plan.

Subd. 3. Filing of articles. If articles of merger or consolidation have been filed with the secretary of state, but have not yet become effective, the constituent corporations, in the case of abandonment under subdivision 1, clause (1), the constituent corporations or any one of them, in the case of abandonment under subdivision 1, clause (2), or the abandoning corporation in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain: