Either before or after the consolidation or merger agreement has been approved by the commissioner of commerce, it must be submitted to the stockholders of each corporation at a meeting thereof called, and it does not become binding upon the corporation until it has been approved at each of the meetings required by this section by the vote or ballot of the stockholders, holding at least a majority of the amount of stock of the respective corporations, or a higher percentage as may be required by the certificate of incorporation of the corporations. Proof of the holding of these meetings and the results thereof must be submitted to the commissioner of commerce. After the agreement called for by sections 49.33 to 49.41 has been approved by the stockholders of the respective corporations and by the commissioner of commerce, the latter shall issue a certificate reciting that the corporations have complied with the provisions of sections 49.34 to 49.41 and declaring the consolidation or merger of these corporations and the name of the consolidated or surviving corporation, the amount of capital stock thereof, the names of the first board of directors, and the place of business of the consolidated or surviving corporation, which must be within the city where any of the constituent corporations have been previously authorized to have their places of business. Upon the issuing of this certificate and the filing of it for record in the Office of the Secretary of State, the incorporation is deemed to be complete in the case of the consolidation, and the assets of the constituent corporations merged into the survivor in the case of a merger, and the consolidated or surviving corporation shall, from the date of this certificate, have the term of corporate existence as may be specified in it, not exceeding the longest unexpired term of any constituent corporation. The certificate of the commissioner of commerce is prima facie evidence that all of the provisions of sections 49.34 to 49.41 have been complied with, and is conclusive evidence of the existence of the consolidated or surviving corporation.
(7699-8) 1925 c 156 s 4; 1973 c 123 art 5 s 7; 1976 c 181 s 2; 1983 c 250 s 10; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1989 c 166 s 12
Structure Minnesota Statutes
Chapter 49 — Liquidation, Consolidation, Merger
Section 49.013 — Insolvent Financial Institutions; Assignment Prohibited.
Section 49.02 — Assessments On Stock; Stock Unpaid Or Capital Impaired.
Section 49.04 — Involuntary Liquidation Of Financial Institutions.
Section 49.05 — Powers And Duties Of Commissioner On Liquidation.
Section 49.06 — Consolidation During Liquidation.
Section 49.07 — Reorganization During Liquidation.
Section 49.17 — Assessments Against Stockholders; Orders For.
Section 49.18 — Review Of Orders Of Commissioner.
Section 49.19 — Defenses By Stockholders.
Section 49.20 — Remedy Exclusive.
Section 49.215 — Voluntary Liquidations.
Section 49.24 — Procedure In Liquidation.
Section 49.30 — Committee To Complete Liquidation.
Section 49.31 — Committee To Furnish Bonds.
Section 49.32 — Discharge Of Commissioner As Statutory Liquidator.
Section 49.33 — Consolidation And Merger, When Authorized.
Section 49.34 — Consolidation Or Merger Of State Banks Or Trust Companies, Procedure.
Section 49.35 — Consolidation Or Merger Agreement.
Section 49.36 — Approval By Commissioner.
Section 49.37 — Stockholders To Approve; Certificate Of Consolidation Or Merger.
Section 49.38 — Corporate Existence Merged; Rights, Powers, Obligations.
Section 49.39 — Consolidation Or Merger Of Banks And Trust Companies.
Section 49.40 — Pending Actions Or Proceedings Not Affected.
Section 49.41 — Rights Of Dissenting Shareholders.
Section 49.411 — Interstate Bank Mergers Affecting Interstate Branching.
Section 49.43 — State Bank; Conversion, Merger, Consolidation; National Banking Association.
Section 49.44 — National Banking Association; Conversion, Merger, Consolidation; State Bank.