reglab/housing_qa huggingface dataset:
MN Stat § 322C.1005 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1005 — Effect Of Merger.

322C.1005 EFFECT OF MERGER. Subdivision 1. Effect on constituent organizations. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vests in the surviving organization; (4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 322C.0701 to 322C.0707; (9) if the surviving organization is created by the merger: (i) if it is a limited liability company, the articles of organization become effective; or (ii) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger or the organizational document that created the organization become effective. Subd. 2. Foreign organization. A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving 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 the purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4. History:   2014 c 157 art 1 s 74
MN Stat § 322C.1006 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1006 — Effect Of Exchange.

322C.1006 EFFECT OF EXCHANGE. When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership interests, securities, money, or other property into which those membership interests have been converted or for which those membership interests have been exchanged according to the plan. History:   2014 c 157 art 1 s 75
MN Stat § 322C.1007 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1007 — Conversion.

322C.1007 CONVERSION. Subdivision 1. Conversion requirements. Pursuant to this section, sections 322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited liability company, a foreign limited liability company, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose, may convert to a limited liability company other than a nonprofit limited liability company, and a limited liability company other than a nonprofit limited liability company may convert to an organization other than a foreign limited liability company, or a corporation governed by chapter 304A, 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 be in a record and 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 that are, or are proposed to be, in a record. History:  2014 c 157 art 1 s 76; 2015 c 39 s 41; 2016 c 135 art 4 s 20
MN Stat § 322C.1008 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1008 — Action On Plan Of Conversion By Converting Limited Liability Company.

322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY. Subdivision 1. Member consent required. Subject to section 322C.1015, a plan of conversion must be consented to by all the members of a converting limited liability company. Subd. 2. Amendment of plan or abandonment of conversion. Subject to section 322C.1015 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 322C.1009, a converting limited liability company 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 approve the plan. History:   2014 c 157 art 1 s 77
MN Stat § 322C.1009 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1009 — Filings Required For Conversion; Effective Date And Time.

322C.1009 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 limited liability company, the converting limited liability company shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include: (i) a statement that the limited liability company is converting into another organization; (ii) the name and form of the converted organization and the jurisdiction of its governing statute; (iii) the time the conversion is effective under the governing statute of the converted organization; (iv) a statement that the conversion was approved as required by this chapter; (v) a statement that the conversion was approved as required by the governing statute of the converted organization; and (vi) 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 322C.1010, subdivision 3; and (2) if the converting organization is not a converting limited liability company, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include: (i) articles of organization for the limited liability company into which the converting organization is converting, which articles of organization must include the information required by section 322C.0201, subdivision 2, clauses (1) and (2); (ii) a statement that the converting organization is converting into a limited liability company from another organization; (iii) the name and form of the converting organization and the jurisdiction of its governing statute; and (iv) 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 limited liability company, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and (2) if the converted organization is not a limited liability company, 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. History:  2014 c 157 art 1 s 78; 2015 c 39 s 42
MN Stat § 322C.1010 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1010 — Effect Of Conversion.

322C.1010 EFFECT OF CONVERSION. Subdivision 1. Same entity. An organization that has been converted pursuant to sections 322C.1007 to 322C.1009 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; (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; (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; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 322C.0701 to 322C.0707. 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 limited liability company is liable if, before the conversion, the converting limited liability company 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. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4. History:   2014 c 157 art 1 s 79
MN Stat § 322C.1011 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1011 — Domestication.

322C.1011 DOMESTICATION. Subdivision 1. Foreign limited liability company. A foreign limited liability company may become a limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if: (1) the foreign limited liability company's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication. Subd. 2. Domestic limited liability company. A limited liability company may become a foreign limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if: (1) the foreign limited liability company's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited liability company complies with its governing statute in effecting the domestication. Subd. 3. Plan of domestication. A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and (4) the organizational documents of the domesticated company that are, or are proposed to be, in a record. History:  2014 c 157 art 1 s 80; 2016 c 135 art 4 s 21,22
MN Stat § 322C.1012 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1012 — Action On Plan Of Domestication By Domesticating Limited Liability Company.

322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY. Subdivision 1. Consent required. A plan of domestication must be consented to: (1) by all the members, subject to section 322C.1015, if the domesticating company is a limited liability company; and (2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company. Subd. 2. Amendment of plan or abandonment of domestication. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are filed with the secretary of state under section 322C.1013, a domesticating limited liability company may amend the plan or abandon the domestication: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. History:   2014 c 157 art 1 s 81
MN Stat § 322C.1013 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1013 — Filings Required For Domestication; Effective Date.

322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. Subdivision 1. Articles of domestication. After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with a total fee of $60, which articles of domestication must include: (1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction; (2) the name of the domesticating company and the jurisdiction of its governing statute; (3) the name of the domesticated company and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated company; (5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter; (6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated company was a foreign limited liability company 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 322C.1014, subdivision 2. Subd. 2. Effective date of domestication. A domestication becomes effective: (1) when the articles of organization takes effect, if the domesticated company is a limited liability company; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company. History:   2014 c 157 art 1 s 82
MN Stat § 322C.1014 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1014 — Effect Of Domestication.

322C.1014 EFFECT OF DOMESTICATION. Subdivision 1. Effect on domesticating company. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains vested in the domesticated company; (3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company; (4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred; (5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company; (6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and (7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of sections 322C.0701 to 322C.0707. Subd. 2. Foreign company. A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company 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. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4. Subd. 3. Foreign jurisdiction. If a limited liability company has adopted and approved a plan of domestication under section 322C.1011 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's articles of organization must be filed with the secretary of state setting forth: (1) the name of the company; (2) a statement that the articles of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction; (3) a statement that the domestication was approved as required by this chapter; and (4) the jurisdiction of formation of the domesticated foreign limited liability company. History:   2014 c 157 art 1 s 83
MN Stat § 322C.1015 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1015 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. Subdivision 1. Personal liability of member. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless: (1) the company's operating agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; and (2) the member has consented to the provision of the operating agreement. Subd. 2. Consent.  A member does not give the consent required by subdivision 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members. History:   2014 c 157 art 1 s 84
MN Stat § 322C.1016 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1016 — Merger Of Wholly Owned Subsidiaries.

322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES. Subdivision 1. When authorized. If the parent organization is a domestic limited liability company, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries under this section by a resolution approved in the manner required to decide a matter in the ordinary course of the activities of the parent organization that adopts and sets forth a plan of merger that meets the requirements of subdivision 2. If the parent organization is not a domestic limited liability company and if authorized by its governing statute, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries by the adoption of a plan of merger that meets the requirements of subdivision 2. Subd. 2. Plan of merger. The plan of merger must contain: (1) the name of each wholly owned subsidiary that is a constituent organization in the merger, the name of the parent organization, and the name of the surviving organization; (2) the manner and basis of converting the ownership interests and securities of the wholly owned subsidiary or subsidiaries into ownership interests or securities of the surviving organization or, in whole or in part, into money or other property; and (3) if the surviving organization is a wholly owned subsidiary, a statement of any amendments to the articles of organization of the surviving organization that will be part of the merger. Subd. 3. Articles of merger; contents of articles. Articles of merger must be prepared that contain: (1) the plan of merger; (2) a statement that the parent organization owns directly all of the rights to distributions and all of the management rights of each wholly owned subsidiary that is a constituent organization in the merger; and (3) a statement that the plan of merger has been approved by the parent organization in accordance with this section. Subd. 4. Articles signed, filed. The articles of merger must be signed on behalf of the parent organization and filed with the secretary of state. Subd. 5. Certificate. The secretary of state shall issue a certificate of merger to the parent organization or its legal representative or, if the parent organization is a constituent organization but is not the surviving organization in the merger, to the surviving organization or its legal representative. Subd. 6. Nonexclusivity. A merger among a parent organization and one or more wholly owned subsidiaries or among two or more wholly owned subsidiaries of a parent organization may be accomplished under sections 322C.1002, 322C.1003, and 322C.1004, instead of this section, in which case this section does not apply. History:   2018 c 103 s 32