With or without a business purpose, a limited liability company may merge with:
(1) one or more limited liability companies pursuant to a plan of merger approved in the manner provided in sections 322B.71 to 322B.75;
(2) one or more domestic corporations under a plan of merger approved in the manner provided in sections 322B.71 to 322B.75;
(3) one or more foreign corporations or foreign limited liability companies pursuant to a plan of merger approved in the manner provided in sections 322B.71 to 322B.75 and 322B.76; and
(4) one or more cooperatives organized under chapter 308A or 308B, in the manner provided by and subject to the limitations in sections 322B.71 to 322B.75 and 322B.755.
(a) A limited liability company may acquire all of the ownership interests of one or more classes or series of another domestic or foreign limited liability company pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75.
(b) A limited liability company may acquire all of the ownership interests of one or more classes or series of a domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75.
(c) A domestic corporation may acquire all of the ownership interests of one or more classes or series of a limited liability company pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75.
(d) A foreign corporation or foreign limited liability company may acquire all of the ownership interests of one or more classes or series of a limited liability company pursuant to a plan of exchange approved in the manner provided in sections 322B.71 to 322B.75 and 322B.76.
A limited liability company may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 322B.77.
A limited liability company may participate in a merger or exchange only as permitted by this section.
1992 c 517 art 2 s 96; 1997 c 10 art 3 s 14,15; 2003 c 105 art 2 s 3; 2006 c 250 art 2 s 21,22
NOTE: This chapter is repealed by Laws 2014, chapter 157, article 1, section 91, effective January 1, 2018.
Official Publication of the State of Minnesota
Revisor of Statutes