{"data":{"id":"us-mn/minn.-stat.-322c.1015","jurisdiction":"us-mn","citation":"Minn. Stat. § 322C.1015","heading":"RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.","body":"Subdivision 1. Personal liability of member.\nIf a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:\n(1) the company's operating agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; and\n(2) the member has consented to the provision of the operating agreement.\nSubd. 2. Consent.\nA member does not give the consent required by subdivision 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.","path":["BUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS","CHAPTER 322C. MINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY","MERGER, CONVERSION, AND DOMESTICATION"],"source_url":"https://www.revisor.mn.gov/statutes/cite/322C.1015","current_through":"2025 Minnesota Statutes","vintage":"","retrieved_at":"2026-09-02T22:10:42Z","sha256":"ea4177b3f8ceb2a6405d20224204226515f712a47d19d670e753d0106a31891c","source_id":"us-mn","stale":false,"prev":"us-mn/minn.-stat.-322c.1014","next":"us-mn/minn.-stat.-322c.1016"},"notice":"GroundRules: Original legal text. Not legal advice."}