Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.755. Merger of domestic cooperative into a domestic limited liability company

(1) only one limited liability company and only one or more domestic cooperatives are parties to the merger;

(2) when the merger becomes effective, the separate existence of each domestic cooperative ceases and the limited liability company is the surviving organization;

(3) as to each domestic cooperative, the plan of merger is initiated and adopted, and the merger is effectuated, as provided insection 308B.801; and

(4) as to the limited liability company, the plan of merger complies withsection 322B.71, the plan of merger is approved as provided insection 322B.72, and the articles of merger are prepared, signed, and filed as provided insection 322B.73.

(1) the term “constituent organization” as used insections 322B.71, subdivision 1, clause (1); 322B.71, subdivision 1, clause (3), item (i); 322B.73; and 322B.75, includes a domestic cooperative;

(2) the term “constituent organization” as used insection 322B.72does not include a domestic cooperative;

(3) the term “ownership interests” as used insection 322B.71, subdivision 1, clause (3), item (i), includes membership interests in a domestic cooperative;

(4) notwithstandingsections 322B.71, subdivision 1, clause (1), item (i); 322B.71, subdivision 1, clause (4); 322B.75, subdivision 2, clause (1); 322B.75, subdivision 2, clause (4), item (i); and 322B.75, subdivision 2, clause (5), the surviving organization must be the limited liability company;

(5) section 322B.75, subdivision 2, clause (3), does not apply;

(6) the term “ownership interests” includes membership interests in a domestic cooperative and the term “owners“ includes members of a domestic cooperative; and

(7) “dissenters rights” includes dissenters rights under the law governing the domestic cooperative.