Minnesota Plan of Merger between two corporations

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Multi-State
Control #:
US-EG-9026
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Word; 
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This 64 page document is a detailed model for an Agreement for Plan of Merger between two corporations. The table of contents can be previewed, showing the broad scope and inclusiveness of the contract. Adapt to fit your specific circumstances.
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FAQ

KK takeaway: Under the doctrine of merger, where the promissory note and mortgage have been assigned after the final judgment of mortgage foreclosure, the assignee has no enforceable interest in the note and mortgage because any interest in those instruments had merged into the judgment.

In property law, the rule of merger is the absorption of a lesser estate (e.g., lease of land) into a greater estate (e.g., fee simple ownership of the same land) when both estates are successive and become vested property of the same person.

In criminal law, if a defendant commits a single act that simultaneously fulfills the definition of two separate offenses, merger will occur. This means that the lesser of the two offenses will drop out, and the defendant will only be charged with the greater offense.

However, over the years, three primary exceptions to this doctrine have been recognized by the courts: (1) mutual mistake; (2) misrepresentation; and (3) where a contractual provision in a preceding transaction document provides an independent or collateral undertaking, apart from the purpose of the deed.

The common law doctrine of merger, and not this section, applies whenever, after ownership of any of the real property is severed, all of the real property burdened or benefited by an easement, condition, restriction, or other servitude again is owned by a common owner.

How do I become an S corp in Minnesota? Choose a business name. Appoint a registered agent. File Articles of Organization with the Secretary of State. Draft an operating agreement. Get an Employer Identification Number (EIN). File Form 2553, Election by a Small Business Corporation, with the IRS to get S corp status.

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Minnesota Plan of Merger between two corporations