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MN SF666

Bill

Status

Introduced

2/9/2015

Primary Sponsor

Melisa Franzen

Click for details

Origin

Senate

89th Legislature 2015-2016

AI Summary

  • Modifies Minnesota business organization conversion provisions to allow domestic corporations and limited liability companies to convert to other organization types under new conversion frameworks (sections 302A.682-692 and 322B.781-791)

  • Expands definition of "organization" in business statutes to include general partnerships, limited partnerships, limited liability companies, business trusts, estates, trusts, and other entities with governing statutes

  • Establishes detailed conversion procedures requiring board/member approval, shareholder/member voting (majority of voting power), written notice (14-60 days), and filing of articles of conversion with $35 secretary of state fee

  • Provides that converted organizations maintain all properties, debts, liabilities, and legal proceedings of the converting organization; shareholders/members receive dissenter's rights if conversion approved

  • Repeals prior conversion statutes (302A.681, 302A.683, 302A.685, 302A.687, 302A.689, 322B.78) and enacts comprehensive new conversion framework effective for organizations converting after bill passage

Legislative Description

Business organizations and limited liability companies conversion requirements modification; conversion of corporations and limited liability companies repeal

Last Action

HF substituted on General Orders HF385

5/8/2015

Committee Referrals

Finance3/4/2015
Judiciary2/9/2015

Full Bill Text

No bill text available