reglab/housing_qa huggingface dataset:
MN Stat § 302A.631 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.631 — Abandonment.

302A.631 ABANDONMENT. Subdivision 1. By shareholders or plan. After a plan of merger or exchange has been approved by the shareholders entitled to vote on the approval of the plan as provided in section 302A.613, and before the effective date of the plan, it may be abandoned: (a) if (i) the shareholders of each of the constituent corporations entitled to vote on the approval of the plan as provided in section 302A.613 have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote; (ii) the merger or exchange is with a domestic or foreign limited liability company, if abandonment is approved in such manner as may be required by the laws of the state under which the limited liability company is organized; and (iii) the shareholders of a constituent corporation are not entitled to vote on the approval of the plan under section 302A.613, the board of directors of the constituent corporation has approved the abandonment by the affirmative vote of a majority of the directors present; (b) if the plan itself provides for abandonment and all conditions for abandonment set forth in the plan are met; or (c) pursuant to subdivision 2. Subd. 2. By board. A plan of merger or exchange may be abandoned, before the effective date of the plan, by a resolution of the board of directors of any constituent corporation abandoning the plan of merger or exchange approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. If a plan of merger or exchange is with a domestic or foreign limited liability company, the plan of merger or exchange may be abandoned before the effective date of the plan by a resolution of the limited liability company adopted according to the laws of the state under which the limited liability company is organized, subject to the contract rights of any other person under the plan. Subd. 3. Filing of articles. If articles of merger or exchange have been filed with the secretary of state, but have not yet become effective, the constituent organizations, in the case of abandonment under subdivision 1, clause (a), the constituent organizations or any one of them, in the case of abandonment under subdivision 1, clause (b), or the abandoning organization in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain: (a) the names of the constituent organizations; (b) the provision of this section under which the plan is abandoned; and (c) if the plan is abandoned under subdivision 2, the text of the resolution abandoning the plan. History:  1981 c 270 s 94; 1987 c 203 s 8; 1997 c 10 art 3 s 11
MN Stat § 302A.651 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.651 — Merger Or Exchange With Foreign Corporation Or Limited Liability Company.

302A.651 MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY. Subdivision 1. When permitted. A domestic corporation may merge with, including a merger pursuant to section 302A.621, or participate in an exchange with a foreign corporation or limited liability company by following the procedures set forth in this section, if: (1) with respect to a merger, the merger is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized; and (2) with respect to an exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not the exchange is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized. Subd. 2. Laws applicable before transaction. Each domestic corporation shall comply with the provisions of sections 302A.601 to 302A.651 with respect to the merger or exchange of shares of corporations and each foreign corporation or limited liability company shall comply with the applicable provisions of the laws under which it was incorporated or organized or by which it is governed. Subd. 3. Domestic surviving corporation. If the surviving organization in a merger will be a domestic corporation, it shall comply with all the provisions of this chapter. Subd. 4. Foreign surviving organization. If the surviving organization in a merger will be a foreign corporation or limited liability company and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations or chapter 322C with respect to foreign limited liability companies. In every case the surviving organization shall file with the secretary of state: (a) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent organization and in a proceeding for the enforcement of the rights of a dissenting shareholder of a constituent corporation against the surviving organization; (b) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding as provided in section 5.25, and an address to which process may be forwarded; and (c) an agreement that it will promptly pay to the dissenting shareholders of each domestic constituent corporation the amount, if any, to which they are entitled under section 302A.473. History:  1981 c 270 s 96; 1991 c 49 s 20; 1997 c 10 art 3 s 13; 1997 c 10 art 1 s 29; 2004 c 199 art 14 s 21; 2014 c 170 s 18; 2016 c 135 art 4 s 11
MN Stat § 302A.675 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.675 — Takeover Offer; Fair Price.

302A.675 TAKEOVER OFFER; FAIR PRICE. Subdivision 1. Fair price requirement. An offeror may not acquire shares of a publicly held corporation within two years following the last purchase of shares pursuant to a takeover offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the shareholder is afforded, at the time of the proposed acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer. Subd. 2. Exception. Subdivision 1 does not apply if the proposed acquisition of shares is approved, before the purchase of any shares by the offeror pursuant to the earlier takeover offer, by a committee of the board, comprised solely of directors who: (1) neither are officers or employees of, nor were during the five years preceding the formation of the committee officers or employees of, the corporation or a related organization; (2) are neither the offerors nor affiliates or associates of the offeror; (3) were not nominated for election as directors by the offeror or an affiliate or associate of the offeror; and (4) were directors at the time of the first public announcement of the takeover offer or were nominated, elected, or recommended for election as directors by a majority of the directors. History:  1991 c 58 s 15; 1997 c 10 art 1 s 32; 1999 c 85 art 1 s 16
MN Stat § 302A.682 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.682 — Conversion.

302A.682 CONVERSION. Subdivision 1. Conversion requirements. Pursuant to this section, sections 302A.684 to 302A.692, and a plan of conversion, another organization may convert to a domestic corporation, and a domestic corporation may convert to another organization if: (1) the other organization's governing statute authorizes the conversion; (2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and (3) the other organization complies with its governing statute in effecting the conversion. Subd. 2. Contents of plan of conversion. A plan of conversion must include: (1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion; (2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization as they are to be in effect upon completion of the conversion. Subd. 3. Conversion includes transfer to new home state. A conversion conducted pursuant to this section and sections 302A.684 to 302A.692 may result in a change in the jurisdiction in which the converted organization was domiciled before the conversion. History:  2015 c 39 s 9; 2018 c 103 s 17
MN Stat § 302A.684 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.684 — Action On Plan Of Conversion By Converting Corporation.

302A.684 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION. Subdivision 1. Approval of plan of conversion. Subject to section 302A.692, a plan of conversion of a converting corporation must be approved under subdivisions 2 and 3. Subd. 2. Board approval; notice to shareholders. A resolution containing the plan of conversion must be approved by the affirmative vote of a majority, or more if so provided in the converting corporation's organizational documents, of the directors present at a meeting of the board of directors of the converting corporation and must then be submitted at a regular or a special meeting to the shareholders of the converting corporation. Written notice must be given to every shareholder of the converting corporation, whether or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting. The written notice must state that a purpose of the meeting is to consider the proposed plan of conversion. A copy or short description of the plan of conversion must be included in or enclosed with the notice. Subd. 3. Approval by shareholders. At the meeting, a vote of the shareholders must be taken on the proposed plan. The plan of conversion is adopted when approved by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote. A class or series of shares is entitled to vote as a class or series on the approval of the plan unless otherwise provided in the articles or shareholder control agreement, in which case the articles or shareholder control agreement shall govern such class voting rights to the exclusion of section 302A.137. Subd. 4. Amendment of plan or abandonment of conversion. Subject to section 302A.692 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 302A.686, a converting corporation may amend the plan or abandon the conversion: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approved the plan. History:   2015 c 39 s 10
MN Stat § 302A.686 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.686 — Filings Required For Conversion; Effective Date And Time.

302A.686 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include: (i) the plan of conversion; (ii) a statement that the corporation is converting into another organization; (iii) the name and form of the converted organization and the jurisdiction of its governing statute; (iv) the time the conversion is effective under the governing statute of the converted organization; (v) a statement that the conversion was approved as required by this chapter; (vi) a statement that the conversion was approved as required by the governing statute of the converted organization; and (vii) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 302A.691, subdivision 3; and (2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include: (i) articles of incorporation for the corporation into which the converting organization is converting, which articles of incorporation must include the information required by section 302A.111, subdivision 1, paragraphs (a) to (c); (ii) the plan of conversion; (iii) a statement that the converting organization is converting into a corporation; (iv) the name and form of the converting organization and the jurisdiction of its governing statute; and (v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute. Subd. 2. Effective date and time of conversion. A conversion becomes effective: (1) if the converted organization is a corporation, when the articles of conversion are filed with the secretary of state or on a later date or at a later time specified in the articles of conversion; and (2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization. Subd. 3. Certificate. The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion and, if the converted organization is a corporation, a certificate of incorporation. History:   2015 c 39 s 11
MN Stat § 302A.691 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.691 — Effect Of Conversion.

302A.691 EFFECT OF CONVERSION. Subdivision 1. Same entity. An organization that has been converted pursuant to sections 302A.682 to 302A.692 is for all purposes the same entity that existed before the conversion. Subd. 2. Effect on converting organization. When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization and no assignment by operation of law or otherwise of its assets, properties, or contracts shall be deemed to have occurred; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred or as actions or proceedings by or against the converted organization; (4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; and (5) the conversion does not dissolve a converting corporation for the purposes of sections 302A.701 to 302A.791. Subd. 3. Foreign organization. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. History:  2004 c 199 art 14 s 28; 2014 c 157 art 2 s 16,31; 2014 c 170 s 25,26; 2015 c 39 s 12
MN Stat § 302A.692 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.692 — Restrictions On Approval Of Conversions.

302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS. 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 section 302A.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. History:  2014 c 157 art 2 s 17,31; 2015 c 39 s 13
MN Stat § 302A.701 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.701 — Methods Of Dissolution.

302A.701 METHODS OF DISSOLUTION. A corporation may be dissolved: (a) before the issuance of shares, pursuant to section 302A.711; (b) after the issuance of shares, pursuant to sections 302A.721 to 302A.7291; (c) by order of a court pursuant to sections 302A.741 to 302A.765; or (d) by the secretary of state according to section 302A.821. History:  1981 c 270 s 98; 1991 c 49 s 21; 1995 c 128 art 3 s 3; 2008 c 233 art 1 s 15
MN Stat § 302A.711 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.711 — Voluntary Dissolution Before Issuance Of Shares.

302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES. Subdivision 1. Manner. A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section. Subd. 2. Articles of dissolution. (a) A majority of the incorporators or directors shall sign articles of dissolution containing: (1) the name of the corporation; (2) the date of incorporation; (3) a statement that shares have not been issued; (4) a statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and (5) a statement that no debts remain unpaid. (b) The articles of dissolution shall be filed with the secretary of state. Subd. 3. Effective date. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation or its legal representative a certificate of dissolution that contains: (a) the name of the corporation; (b) the date the articles of dissolution were filed with the secretary of state; and (c) a statement that the corporation is dissolved. History:  1981 c 270 s 99; 1993 c 17 s 55,56; 2011 c 106 s 5
MN Stat § 302A.721 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.721 — Voluntary Dissolution After Issuance Of Shares.

302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES. Subdivision 1. Manner. After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section. Subd. 2. Notice; approval. (a) If the corporation has outstanding shares: (1) Written notice shall be given to each shareholder, whether or not entitled to vote at a meeting of shareholders, within the time and in the manner provided in section 302A.435 for notice of meetings of shareholders and, whether the meeting is a regular or a special meeting, shall state that a purpose of the meeting is to consider dissolving the corporation. (2) The proposed dissolution shall be submitted for approval at a meeting of shareholders. If the proposed dissolution is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, the dissolution shall be commenced. (b) If the corporation no longer has any outstanding shares, then the directors may authorize and commence the dissolution. If the directors take that action, then the notice of dissolution filed under section 302A.723 shall so reflect and the directors shall have the right to revoke the dissolution proceedings in accordance with section 302A.731, subdivision 1. History:  1981 c 270 s 100; 1982 c 497 s 58; 2008 c 233 art 1 s 16
MN Stat § 302A.723 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.723 — Filing Notice Of Intent To Dissolve; Effect.

302A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT. Subdivision 1. Contents. If dissolution of the corporation is approved pursuant to section 302A.721, subdivision 2, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice shall contain: (a) the name of the corporation; (b) the date and place of the meeting at which the resolution was approved pursuant to section 302A.721, subdivision 2; and (c) a statement that the requisite vote of the shareholders was received, or that the requisite shareholders entitled to vote signed a written action. Subd. 2. Winding up. When the notice of intent to dissolve has been filed with the secretary of state, and subject to section 302A.731, the corporation shall cease to carry on its business, except to the extent necessary for the winding up of the corporation. The shareholders shall retain the right to revoke the dissolution proceedings in accordance with section 302A.731 and the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state. Subd. 3. Remedies continued. The filing with the secretary of state of a notice of intent to dissolve does not affect any remedy in favor of the corporation or any remedy against it or its directors, officers, or shareholders in those capacities, except as provided in sections 302A.727, 302A.7291, and 302A.781. History:  1981 c 270 s 101; 1982 c 497 s 59; 1991 c 49 s 22; 2004 c 199 art 14 s 29