Minnesota Statutes

Minn. Stat. § 302A.641 (2026)

Effective Date Or Time Of Merger Or Exchange; Effect

✓ current as of May 2026

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Subdivision 1.Effective date or time.

A merger or exchange is effective when the articles of merger or exchange are filed with the secretary of state or on a later date or at a later time specified in the articles of merger or exchange.

Subd. 2.Effect on organization.

When a merger becomes effective:

(a) the constituent organizations become a single entity, the surviving corporation or surviving limited liability company, as the case may be;

(b) the separate existence of all constituent organizations except the surviving organization ceases;

(c) if the surviving organization is a corporation, the surviving corporation has all the rights, privileges, immunities, and powers, and is subject to all the duties and liabilities, of a corporation incorporated under this chapter;

(d) the surviving organization, whether a corporation, foreign corporation, or domestic or foreign limited liability company, possesses all the rights, privileges, immunities, and franchises, of a public as well as of a private nature, of each of the constituent organizations. All property, real, personal, and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of or belonging to or due to each of the constituent organizations vests in the surviving organization without any further act or deed. Confirmatory deeds, assignments, or similar instruments to accomplish that vesting may be signed and delivered at any time in the name of a constituent organization by its current officers or managers, as the case may be, or, if the organization no longer exists, by its last officers or managers, as the case may be. The title to any real, personal, or mixed property or any interest in real, personal, or mixed property vested in any of the constituent organizations does not revert nor in any way become impaired by reason of the merger;

(e) the surviving organization is responsible and liable for all the liabilities and obligations of each of the constituent organizations. A claim of or against or a pending proceeding by or against a constituent organization may be prosecuted as if the merger had not taken place, or the surviving organization may be substituted in the place of the constituent organization. Neither the rights of creditors nor any liens upon the property of a constituent organization are impaired by the merger; and

(f) the articles of the surviving organization are deemed to be amended to the extent that changes in its articles, if any, are contained in the plan of merger.

Subd. 3.Effect on shareholders.

When a merger or exchange becomes effective, the shares of the corporation or corporations to be converted or exchanged under the terms of the plan cease to exist in the case of a merger, or are deemed to be exchanged in the case of an exchange. The holders of those shares are entitled only to the securities, money, or other property into which those shares have been converted or for which those shares have been exchanged in accordance with the plan, subject to any dissenter's rights under section 302A.471.

Notes of Decisions

Cited in 6 cases (1 in the last 5 years), 1986–2023 · leading case: Loving & Assocs., Inc. v. Carothers, 619 N.W.2d 782 (Minn. Ct. App. 2000).

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Loving & Assocs., Inc. v. Carothers, 619 N.W.2d 782 (Minn. Ct. App. 2000). · cites it 10× “Relying on Minn.Stat. § 302A.641 (1998), the district court held that the merger of LSS and Stafford I discharged Carothers’s obligations under the guaranty by operation of law because LSS ceased to exist upon the merger.”

Sifferle v. Micom Corp., 384 N.W.2d 503 (Minn. Ct. App. 1986). · cites it 7× “641 provide that, upon the effective date of the merger, “[the shareholders] are no longer shareholders in the constituent corporation * * * [and that] [t]he only continuing right those shareholders possess is the right to dissent pursuant to section 302A.”

U.S. Home Corp. v. R.A. Kot Homes Inc., 563 F. Supp. 2d 971 (D. Minnesota 2008). · cites it 2× “Minnesota Statute § 302A.641, subdivision 2(d), provides that when two companies merge, “[a]ll property, real, personal, *976 and mixed, and all debts due on any account, including subscriptions to shares, and all other choses in action, and every other interest of or belonging…”

Midwestern Mach. Co., Inc. v. Nw. Airlines, Inc., 990 F. Supp. 1128 (D. Minnesota 1998). · cites it 2× “” See Minn. Stat. § 302A.641 (stating that when a merger becomes effective, the separate existence of all constituent corporations except the surviving corporation ceases to exist).”

In Re K-Tel Int'l, Inc., 65 B.R. 594 (Bankr. D. Minn. 1986). “§ 302A.641(2)(d)(e) — does not change this conclusion.”

Cortec Corp. v. Corpac GmbH & Co. KG (D. Minnesota 2023). · cites it 2× “” Minn. Stat. § 302A.641, subd. 2(b). Corpac, Safe-Pack and Verpa.”

— Minn. Stat. § 302A.641(2)(d)(e) — 1 case

In Re K-Tel Int'l, Inc., 65 B.R. 594 (Bankr. D. Minn. 1986). “§ 302A.641(2)(d)(e) — does not change this conclusion.”

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