Minnesota § 317A.651 MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION

Minnesota Statutes

§ 317A.651 — MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION

Minnesota § 317A.651

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 317ANONPROFIT CORPORATIONS

This text of Minnesota § 317A.651 (MERGER OR CONSOLIDATION WITH FOREIGN CORPORATION) 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. § 317A.651 (2026).

Text

Subdivision 1.When permitted.
A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated.

Subd. 2.Laws applicable before transaction.
Each corporation shall comply with sections317A.601to317A.643with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed.

Subd. 3.Surviving corporation.
If the single corporation will be incorporated under this chapter, it shall comply with this chapter.

Subd. 4.Foreign surviving corporation.
If the single corporation will be a foreign corporation and will trans

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Subdivision 1.When permitted.
A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated.

Subd. 2.Laws applicable before transaction.
Each corporation shall comply with sections317A.601to317A.643with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed.

Subd. 3.Surviving corporation.
If the single corporation will be incorporated under this chapter, it shall comply with this chapter.

Subd. 4.Foreign surviving corporation.
If the single corporation will be a foreign corporation and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every case the single corporation shall file with the secretary of state:
(1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation; and
(2) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding and an address to which process may be forwarded.