Minnesota Statutes 317A.651 – Merger or Consolidation With Foreign Corporation
Subdivision 1.When permitted.
A corporation may merge or consolidate with a foreign corporation by following the procedures set forth in this section, if the merger or consolidation is permitted by the laws of the state under which the foreign corporation is incorporated.
Subd. 2.Laws applicable before transaction.
Terms Used In Minnesota Statutes 317A.651
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
Terms Used In Minnesota Statutes 317A.651
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Service of process: The service of writs or summonses to the appropriate party.
- state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44
Each corporation shall comply with sections 317A.601 to 317A.643 with respect to the merger or consolidation of corporations and each foreign corporation shall comply with the laws under which it was incorporated or by which it is governed.
Subd. 3.Surviving corporation.
If the single corporation will be incorporated under this chapter, it shall comply with this chapter.
Subd. 4.Foreign surviving corporation.
If the single corporation will be a foreign corporation and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations. In every case the single corporation shall file with the secretary of state:
(1) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent corporation; and
(2) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding and an address to which process may be forwarded.