2006 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 317A Nonprofit Corporations
Section 317A.631 ABANDONMENT.

317A.631 ABANDONMENT.
Subdivision 1. By members or board of each corporation; under terms of plan. After a
plan of merger or consolidation has been approved by each constituent corporation under section
317A.613 and before the effective date of the plan, it may be abandoned:
(1) if each constituent corporation has approved the abandonment at a meeting by a majority
of the members with voting rights voting on the issue, or if the corporation does not have voting
members, by a majority of all directors; or
(2) if the plan itself provides for abandonment and the conditions for abandonment in the
plan are met.
Subd. 2. By board of one corporation. A plan of merger or consolidation may be abandoned
after it has been approved by each constituent corporation and before the effective date of the
plan, by a resolution approved by a majority of all directors of the constituent corporation
abandoning the plan of merger or consolidation, subject to the contract rights of any other person
under the plan.
Subd. 3. Filing of articles. If articles of merger or consolidation have been filed with the
secretary of state, but have not yet become effective, the constituent corporations, in the case of
abandonment under subdivision 1, clause (1), the constituent corporations or any one of them,
in the case of abandonment under subdivision 1, clause (2), or the abandoning corporation in
the case of abandonment under subdivision 2, shall file with the secretary of state articles of
abandonment that contain:
(1) the names of the constituent corporations;
(2) the provision of this section under which the plan is abandoned; and
(3) if the plan is abandoned under subdivision 2, the text of the resolution approved by
the directors abandoning the plan.
History: 1989 c 304 s 88