2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.621 — Merger Of Wholly Owned Subsidiaries.

317A.621 MERGER OF WHOLLY OWNED SUBSIDIARIES.
Subdivision 1.
Definitions.
(a) For the purposes of this section, the terms in paragraphs (b) and (c) have the meanings given.
(b) "Parent" means a corporation that owns, directly or indirectly through one or more wholly owned organizations, all of the rights to distributions and all of the management rights in a wholly owned subsidiary.
(c) "Wholly owned subsidiary" means a limited liability company in which all of the rights to distributions and all of the management rights are owned directly or indirectly by a parent. Wholly owned subsidiary does not include a nonprofit limited liability company organized under or governed by section 322C.1101.
Subd. 2.
When authorized.
A corporation that is a parent 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 adoption of a plan of merger that meets the requirements of subdivision 2a and is approved in the manner described in subdivision 3.
Subd. 2a.
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, and the name of the surviving organization;
(2) the terms and conditions of the proposed merger; and
(3) the manner and basis of converting the governance and financial interests of the wholly owned subsidiary into membership interests of the surviving organization, if applicable.
Subd. 3.
Approval by parent.
(a) When a parent has members with voting rights, the board of directors of the parent shall adopt a resolution by the affirmative vote of a majority of all directors approving a proposed plan of merger under this section and directing that the plan be submitted to a vote at a meeting of the members with voting rights. Notice of the meeting must be given to each member with voting rights, accompanied by a copy or summary of the proposed plan. Unless the articles or bylaws require a greater vote, the plan of merger is adopted upon receiving the affirmative vote of a majority of the members with voting rights voting on the action.
(b) When a parent does not have members with voting rights, and unless the articles or bylaws require a greater vote, a plan of merger under this section is adopted at a meeting of the board of directors of the parent upon receiving the affirmative votes of a majority of the directors. Notice of the meeting must be given, accompanied by a copy of the proposed plan of merger.
Subd. 4.
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 owns directly, or indirectly through related organizations, all of the governance and financial interests of each wholly owned subsidiary that is a constituent organization in the merger;
(3) a statement that the plan of merger has been approved by the parent under this section; and
(4) a statement that the notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable.
Subd. 5.
Articles signed, filed.
The articles of merger must be signed on behalf of the parent and filed with the secretary of state.
Subd. 6.
Certificate.
The secretary of state shall issue a certificate of merger to the parent or the parent's legal representative or, if a wholly owned subsidiary is the surviving organization in the merger, to the surviving organization or its legal representative.
History:
2017 c 17 s 9; 2018 c 103 s 18