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Current as of January 01, 2025 | Updated by Findlaw Staff
Subdivision 1. Merger. With or without a business purpose, a limited liability company may merge with:
(1) one or more limited liability companies pursuant to a plan of merger approved in the manner provided insections 322B.71to322B.75;
(2) one or more domestic corporations under a plan of merger approved in the manner provided insections 322B.71to322B.75;
(3) one or more foreign corporations or foreign limited liability companies pursuant to a plan of merger approved in the manner provided insections 322B.71to322B.75and322B.76; and
(4) one or more cooperatives organized under chapter 308A or 308B, in the manner provided by and subject to the limitations insections 322B.71to322B.75and322B.755.
Subd. 2. Exchange. (a) A limited liability company may acquire all of the ownership interests of one or more classes or series of another domestic or foreign limited liability company pursuant to a plan of exchange approved in the manner provided insections 322B.71to322B.75.
(b) A limited liability company may acquire all of the ownership interests of one or more classes or series of a domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided insections 322B.71to322B.75.
(c) A domestic corporation may acquire all of the ownership interests of one or more classes or series of a limited liability company pursuant to a plan of exchange approved in the manner provided insections 322B.71to322B.75.
(d) A foreign corporation or foreign limited liability company may acquire all of the ownership interests of one or more classes or series of a limited liability company pursuant to a plan of exchange approved in the manner provided insections 322B.71to322B.75and322B.76.
Subd. 3. Transfer. A limited liability company may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided insection 322B.77.
Subd. 4. Permitted transactions. A limited liability company may participate in a merger or exchange only as permitted by this section.
Cite this article: FindLaw.com - Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.70. Merger, exchange, transfer - last updated January 01, 2025 | https://codes.findlaw.com/mn/business-social-and-charitable-organizations-ch-300-323a/mn-st-sect-322b-70/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
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