Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 317A.661. Transfer of assets; required approval

Subdivision 1. Approval required.A corporation may sell, lease, transfer, dispose of, or grant a security interest in all or substantially all of its property and assets only as provided in this section.

Subd. 1a.Transfer of assets in the regular course of business; approval by board.Unless otherwise provided in its articles or bylaws, a corporation, by the affirmative vote of a majority of directors, may sell, lease, transfer, or dispose of all or substantially all of its property and assets in the usual and regular course of its activities 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 considers expedient. Member approval is not required under this section.

Subd. 2a.Grant of security interest; approval by board.Unless otherwise provided in its articles or bylaws and subject tosection 317A.501, subdivision 1, a corporation may, by the affirmative vote of a majority of directors, 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 activities, 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 considers expedient. Member approval is not required under this section.

Subd. 3. Notice to attorney general.If applicable, a corporation shall comply withsection 317A.811before transferring all or substantially all of its assets under this section.

Subd. 4. 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. 5. 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.