1998 Minnesota Code
Chapters 322 - 323A Partnerships
Chapter 322B Limited Liability Companies
Section 322B.70 Merger, exchange, transfer.
322B.70 Merger, exchange, transfer.
Subdivision 1. Merger. With or without a business purpose, a limited liability company may merge:
(1) with another limited liability company pursuant to a plan of merger approved in the manner provided in sections 322B.71 to 322B.75;
(2) with a domestic corporation under a plan of merger approved in the manner provided in sections 322B.71 to 322B.75, and in chapter 302A; and
(3) with any foreign corporation or foreign limited liability company pursuant to a plan of merger approved in the manner provided in section 322B.76.
Subd. 2. Exchange. (a) A limited liability company may acquire all of the ownership interests of one or more classes or series of another limited liability company pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75.
(b) A limited liability company may acquire all of the ownership interests of one or more classes or series of a domestic corporation pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75, and in chapter 302A.
(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 in sections 322B.71 to 322B.75, and in chapter 302A.
(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 in section 322B.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 in section 322B.77.
Subd. 4. Permitted transactions. A limited liability company may participate in a merger or exchange only as permitted by this section.
HIST: 1992 c 517 art 2 s 96; 1997 c 10 art 3 s 14,15
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