Minnesota § 302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS

Minnesota Statutes

§ 302A.692 — RESTRICTIONS ON APPROVAL OF CONVERSIONS

Minnesota § 302A.692

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 302ABUSINESS CORPORATIONS

This text of Minnesota § 302A.692 (RESTRICTIONS ON APPROVAL OF CONVERSIONS) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 302A.692 (2026).

Text

Subdivision 1.Personal liability of shareholder. If a shareholder of a converting corporation will have personal liability with respect to a converted organization, approval or amendment of a plan of conversion is ineffective without the consent of the shareholder, unless:

(1)a valid shareholder control agreement of the converting corporation provides for approval of a conversion and imposition of personal liability without the consent of all shareholders against whom personal liability is imposed;

(2)the shareholder has consented in writing to the provision of the valid shareholder control agreement; and

(3)the shareholder does not exercise dissenter's rights pursuant to section302A.471. Subd. 2.Consent. A shareholder does not give the consent required by subdivision 1 merely by cons

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Subdivision 1.Personal liability of shareholder.
If a shareholder of a converting corporation will have personal liability with respect to a converted organization, approval or amendment of a plan of conversion is ineffective without the consent of the shareholder, unless:
(1) a valid shareholder control agreement of the converting corporation provides for approval of a conversion and imposition of personal liability without the consent of all shareholders against whom personal liability is imposed;
(2) the shareholder has consented in writing to the provision of the valid shareholder control agreement; and
(3) the shareholder does not exercise dissenter's rights pursuant to section302A.471.

Subd. 2.Consent.
A shareholder does not give the consent required by subdivision 1 merely by consenting to a provision of a shareholder control agreement or any other agreement that permits the shareholder control agreement or any other agreement to be amended with the consent of fewer than all shareholders or parties to the other agreement.