Minnesota Statutes

Minn. Stat. § 302A.661 (2026)

Transfer Of Assets; When Permitted

✓ current as of May 2026

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Subdivision 1.Shareholder approval; when not required.

A corporation may, by affirmative vote of a majority of the directors present, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board deems expedient, and without shareholder approval:

(1) sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the usual and regular course of its business;

(2) grant a security interest in all or substantially all of its property and assets whether or not in the usual and regular course of its business; or

(3) transfer any or all of its property to an organization all the shares or other ownership interests of which are owned directly, or indirectly through wholly owned organizations, by the corporation.

Subd. 2.Shareholder approval; when required.

(a) A corporation, by affirmative vote of a majority of the directors present, may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions and for those considerations, which may be money, securities, or other instruments for the payment of money or other property, as the board deems expedient, when approved at a regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote. Written notice of the meeting shall be given to all shareholders whether or not they are entitled to vote at the meeting. The written notice shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the corporation.

(b) Shareholder approval is not required under paragraph (a) if, following the sale, lease, transfer, or other disposition of its property and assets, the corporation retains a significant continuing business activity. If a corporation retains a business activity that represented at least (1) 25 percent of the corporation's total assets at the end of the most recently completed fiscal year and (2) 25 percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, measured on a consolidated basis with its subsidiaries for each of clauses (1) and (2), then the corporation will conclusively be deemed to have retained a significant continuing business activity.

Subd. 3.Signing of documents.

Confirmatory deeds, assignments, or similar instruments to evidence a sale, lease, transfer, or other disposition may be signed and delivered at any time in the name of the transferor by its current officers or, if the corporation no longer exists, by its last officers.

Subd. 4.Transferee liability.

The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor or to the extent provided by this chapter or other statutes of this state. A disposition of all or substantially all of a corporation's property and assets under this section is not considered to be a merger or a de facto merger pursuant to this chapter or otherwise. The transferee shall not be liable solely because it is deemed to be a continuation of the transferor.

Notes of Decisions

Cited in 19 cases, 1985–2020 · leading case: Burtch v. Opus, LLC (In re Opus East, LLC), 528 B.R. 30 (Bankr. D. Del. 2015).

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Burtch v. Opus, LLC (In re Opus East, LLC), 528 B.R. 30 (Bankr. D. Del. 2015). · cites it 4× “) 18 Minn.Stat. Ann. § 302A.661 subd. 4. The Court agrees with the Defendants.”

Niccum v. Hydra Tool Corp., 438 N.W.2d 96 (Minn. 1989). · cites it 5× “Laws 1208; Minn.Stat. § 302A.661 (1988). The statute states in part: *99 Transferee liability.”

Johns v. Harborage I, Ltd., 664 N.W.2d 291 (Minn. 2003). · cites it 4× “" Minn.Stat. § 302A.661, subd. 4 (2002); see also J.”

Stoebner v. Opportunity Fin., LLC, 562 B.R. 368 (D. Minnesota 2016). · cites it 2× “See Minn. Stat. § 302A.661, subd. 4. But under one or more of the four successor liability theories available in Delaware, the Trustee argues that he has standing, as the representative of a successor entity, to avoid the fraudulent transfers of a predecessor entity.”

Marty H. Segelbaum, Inc. v. MW CAPITAL, LLC, 673 F. Supp. 2d 875 (D. Minnesota 2009). · cites it 2× “See Minn.Stat. § 302A.661 subd. 4 (“The transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract or agreement between the transferee and the transferor.”

In Re Milk Prods. Antitrust Litig., 84 F. Supp. 2d 1016 (D. Minnesota 1997). · cites it 2× “” Minn.Stat. § 302A.661. Plaintiffs’ Complaint does not allege that LOL agreed to assume any liability of either Country Lake Foods or Dairy Fresh.”

Johns v. Harborage I, Ltd., 645 N.W.2d 761 (Minn. Ct. App. 2002). · cites it 4× “Minn.Stat. § 302A.661, subd. 4 (2000) (emphasis added).”

Warthan v. Midwest Consol. Ins. Agencies, Inc., 450 N.W.2d 145 (Minn. Ct. App. 1990). · cites it 2× “This was in violation of Minn.Stat. § 302A.661, subd. 2 (1988) (a corporation can transfer all or substantially all of its assets, not in the usual course of business, only with stockholder approval).”

Podvin v. Jamar Co., 655 N.W.2d 645 (Minn. Ct. App. 2003). · cites it 2× “*652 Lastly, we observe that neither party has raised the issue of fraud or the issue of whether Jamar II, operated by API under the 1995 asset purchase agreement, may be held liable as a successor corporation to Jamar I.”

A.P.I., Inc. v. Home Ins., 877 F. Supp. 2d 709 (D. Minnesota 2012). · cites it 2× “In Minnesota, “[t]he transferee is liable for the debts, obligations, and liabilities of the transferor only to the extent provided in the contract .”

Wessin v. Archives Corp., 581 N.W.2d 380 (Minn. Ct. App. 1998). · cites it 2× “Although this court did not address the direct-derivative distinction, it allowed minority shareholders to bring a direct suit for an arguably derivative claim involving the transfer of almost all the corporation’s assets to another corporation controlled by directors of the…”

APL Ltd. P'ship v. Van Dusen Air, Inc., 622 F. Supp. 1216 (D. Minnesota 1985). · cites it 2× “613(2); Minn.Stat. § 302A.661(2) (1984). Setting aside the obvious fact that the constitutionality of the merger and sale of assets provisions of the MBCA are not before the Court at this time, this court cannot accept the state’s “merger” analogy.”

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— Minn. Stat. § 302A.661(2) — 1 case

APL Ltd. P'ship v. Van Dusen Air, Inc., 622 F. Supp. 1216 (D. Minnesota 1985). “613(2); Minn.Stat. § 302A.661(2) (1984). Setting aside the obvious fact that the constitutionality of the merger and sale of assets provisions of the MBCA are not before the Court at this time, this court cannot accept the state’s “merger” analogy.”

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