2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 300 General Provisions
Section 300.15 POWERS, RIGHTS, LIABILITIES, AND DUTIES OF CONSOLIDATED CORPORATION.

300.15 POWERS, RIGHTS, LIABILITIES, AND DUTIES OF CONSOLIDATED
CORPORATION.
When the agreement is signed, acknowledged, filed for record, and published as required by
section 300.14, the separate existence of the constituent corporations ceases and they become
a single corporation in accordance with the agreement, possessing all the rights, privileges,
powers, franchises, and immunities and subject to all the liabilities and duties of each of the
consolidating corporations. The rights, privileges, powers, franchises, and immunities of each of
the corporations and all property, and all debts owing on whatever account, and all other things in
action of or belonging to each of the corporations are vested in the consolidated corporation, and
all property, rights, privileges, powers, franchises, immunities, and other interests are thereafter as
effectually the property of the consolidated corporation as they were of the several and respective
constituent corporations. All rights of creditors and all liens upon the property of either of the
constituent corporations are preserved unimpaired, and are limited in lien to the property affected
by the lien at the time of the consolidation. All debts, liabilities, and duties of the constituent
corporations attach to the consolidated corporation and may be enforced against it to the same
extent as if the debts, liabilities, and duties had been incurred or contracted by it.
History: (7457-13) 1927 c 385 s 2; 1984 c 628 art 5 s 1