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MN SF666
Bill
Status
2/9/2015
Primary Sponsor
Melisa Franzen
Click for details
AI Summary
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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)
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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
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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
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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
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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