Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 319B.10. Mergers and other reorganizations

Subd. 2. Effect on participating professional firm. (a) If a professional firm participates in and survives a reorganization but the reorganization causes the surviving firm to be out of compliance withsection 319B.07or319B.09, or both:

(b) If, before a reorganization takes effect, the 90-day deadline established insection 319B.07, subdivision 1, has been triggered but has not yet elapsed with regard to an ownership interest in a professional firm participating in the reorganization, the surviving firm is not out of compliance withsections 319B.07and319B.09merely because the reorganization accords a comparable ownership interest in the surviving firm to the disqualified owner or the representative of the deceased owner's estate. The original 90-day deadline applies to the comparable ownership interest and the surviving firm.

Subd. 3. Filings with secretary of state. (a) For a Minnesota professional firm involved in a merger, the document filed with the secretary of state to effectuate the merger must state whether that Minnesota professional firm will survive the merger, and if so, whether that Minnesota professional firm will remain a Minnesota professional firm once the merger takes effect.

(b) For a foreign professional firm involved in a merger, the certificate filed with the secretary of state undersection 303.11or322C.1004must be accompanied by a statement as to whether that foreign firm will survive the merger, and if so, whether that foreign professional firm will remain a foreign professional firm once the merger takes effect.