Minnesota § 321.1106 MERGER

Minnesota Statutes

§ 321.1106 — MERGER

Minnesota § 321.1106

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 321UNIFORM LIMITED PARTNERSHIP ACT 2001

This text of Minnesota § 321.1106 (MERGER) 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. § 321.1106 (2026).

Text

(a)A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections321.1107through321.1109and a plan of merger, if:

(1)the governing statute of each of the other organizations authorizes the merger;

(2)the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and

(3)each of the other organizations complies with its governing statute in effecting the merger.

(b)A plan of merger must be in a record and must include:

(1)the name and form of each constituent organization;

(2)the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;

(3)the terms and conditions of the merger, including the manner and basis

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(a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections321.1107through321.1109and a plan of merger, if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
(b) A plan of merger must be in a record and must include:
(1) the name and form of each constituent organization;
(2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect;
(3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration;
(4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and
(5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents.