§ 323A.0907 — Statement of Merger
Plain-Language Summary
After a merger, the surviving partnership must file a statement of merger with the Secretary of State. The statement must include the names of the merged partnerships and the surviving entity. If a merged partnership had real property, a certified copy of the statement should be recorded with the county recorder.
323A.0907 STATEMENT OF MERGER.
(a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;
(3) the street address, including the zip code, of the surviving entity’s chief executive office and of an office in this state, if any; and
(4) whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in subsection (d), for the purposes of section 323A.0302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of section 323A.0302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger.
(e) A filed statement of merger, executed and declared to be accurate pursuant to section 323A.0105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
History:
NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as the original codification.
History: History: 1997 c 174 art 9 s 51