Minnesota Statutes

Minn. Stat. § 302A.601 (2026)

Merger, Exchange, Transfer

✓ current as of May 2026

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Subdivision 1.Merger.

A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651.

Subd. 2.Exchange.

A corporation may acquire all of the outstanding shares of one or more classes or series of another domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 302A.611 to 302A.615, and 302A.631 to 302A.651.

Subd. 3.Transfer.

A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661.

Subd. 4.Merger or exchange with limited liability company.

A corporation may participate in a merger or exchange with a limited liability company. The dissenters' rights for shareholders of a corporation are governed by this chapter.

Notes of Decisions

Cited in 1 case, 1986–1986 · leading case: Sifferle v. Micom Corp., 384 N.W.2d 503 (Minn. Ct. App. 1986).

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Sifferle v. Micom Corp., 384 N.W.2d 503 (Minn. Ct. App. 1986). · cites it 6× “Thus, it would seem clear that the Minnesota legislature did not intend to allow an equitable action challenging the “entire fairness” of a freeze-out merger as is permitted under Delaware law. The term “fraudulent” in Minn.Stat.”

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