Chapter 302A — Minnesota Business Corporation Act

302A.001 Citation States that this chapter is called the Minnesota Business Corporation Act. 302A.011 Definitions This section defines key terms used throughout the Minnesota Business Corporation Act (Chapter 302A). It covers terms … 302A.015 Legal Recognition of Electronic Records and Signatures Allows corporations to use electronic records and signatures for corporate documents. 302A.021 Application and Election Explains which corporations this chapter applies to and how existing corporations can elect to be governed by it. 302A.031 Transition Sets transition rules for corporations moving from older laws to this chapter. 302A.041 Reservation of Right Reserves the state's right to amend or repeal this chapter in the future. 302A.101 Purposes A Minnesota corporation can be formed for any lawful business purpose. Unless the articles of incorporation say … 302A.105 Incorporators One or more natural persons who are at least 18 years old may form a corporation. They do so by filing articles of … 302A.111 Articles This section specifies what must be included in a Minnesota corporation's articles of incorporation and what optional … 302A.115 Corporate Name This section sets out the rules for choosing a corporate name in Minnesota. The name must be in English (or English … 302A.117 Reserved Name Allows a person to reserve a corporate name with the Secretary of State for future use. 302A.121 Registered Office; Registered Agent Every Minnesota corporation must have a registered office and may (but is not required to) have a registered agent, set … 302A.123 Change of Registered Office or Registered Agent; Change of Name of Registered Agent Sets the process for changing a corporation's registered office or agent. 302A.131 Amendment of Articles Allows a corporation to amend its articles of incorporation. 302A.133 Procedure for Amendment When No Shares Are Outstanding Sets the process for amending articles before any shares have been issued. 302A.135 Procedure for Amendment After Issuance of Shares Sets the process for amending articles after shares have been issued, requiring shareholder approval. 302A.137 Class or Series Voting on Amendments Gives certain classes of shareholders separate voting rights on amendments that affect their class. 302A.139 Articles of Amendment Sets out what a corporation's articles of amendment must contain once an amendment has been adopted. The document must … 302A.141 Effect of Amendment Explains the legal effect of amending a corporation's articles. An amendment does not wipe out an existing legal claim … 302A.151 Filing Articles Says where a corporation's articles of incorporation and articles of amendment must be filed. They must be filed with … 302A.153 Effective Date of Articles Articles of incorporation become effective, and corporate existence begins, when they are filed with the Secretary of … 302A.155 Presumption; Certificate of Incorporation Once the articles of incorporation are filed and the required fee is paid, it is presumed that the incorporators … 302A.161 Powers This section lists the broad powers that every Minnesota corporation has by default. These include perpetual existence, … 302A.163 Corporate Seal Allows but does not require a corporation to adopt a corporate seal. 302A.165 Effect of Lack of Power; Ultra Vires Limits challenges to corporate actions that exceed the corporation's stated powers (ultra vires). 302A.166 Defective Corporate Acts and Shares; Ratification Allows corporations to ratify defective corporate acts, such as improperly approved resolutions. 302A.167 Validity of Defective Corporate Acts and Shares; Proceedings Sets court procedures for validating defective corporate acts and shares. 302A.171 Organization Sets the process for the first organizational meeting of a new corporation. 302A.181 Bylaws A corporation may, but need not, have bylaws, which can cover the management and affairs of the corporation as long as … 302A.191 Forum Selection Provisions A corporation's articles or bylaws may require that some or all internal corporate claims be brought exclusively in … 302A.201 Board This law says that a corporation's business must be managed by a board of directors. The articles of incorporation can … 302A.203 Number Sets rules for the number of directors on a corporation's board. 302A.205 Qualifications; Election Sets qualifications for directors and rules for how they are elected. 302A.207 Terms Sets the term of office for directors. Unless the articles or bylaws provide fixed terms, a director serves an … 302A.209 Acts Not Void or Voidable Keeps corporate acts valid after a director's term ends. If a director's term expires, the acts of the officers or the … 302A.211 Compensation Allows the board to set compensation for directors unless restricted by the articles. 302A.213 Classification of Directors This section allows a corporation to divide its directors into classes, as provided in the articles of incorporation or … 302A.215 Voting for Directors; Cumulative Voting Sets rules for how shareholders vote to elect directors, including cumulative voting options. 302A.221 Resignation Allows directors to resign at any time by giving written notice to the corporation. 302A.223 Removal of Directors This section sets the rules for removing corporate directors, unless the articles, bylaws, or a shareholder agreement … 302A.225 Vacancies Sets default rules for filling board vacancies caused by death, resignation, removal, or disqualification of a director, … 302A.231 Board Meetings Sets rules for calling and holding board of directors meetings. 302A.233 Absent Directors If the articles or bylaws allow it, a director who will be absent from a board meeting may give advance written consent … 302A.235 Quorum Sets the quorum requirement for board meetings, which is a majority of directors. 302A.237 Act of the Board The board takes action by the affirmative vote of the greater of (1) a majority of the directors present at a duly held … 302A.239 Action Without Meeting Allows the board to take action without a meeting if all directors consent in writing. 302A.241 Committees This section authorizes a corporation's board of directors to create committees that can exercise board authority over … 302A.243 Section repealed or reserved. No active content. 302A.251 Standard of Conduct Sets the standard of care directors must follow: good faith and reasonable prudence. 302A.255 Director Conflicts of Interest Sets rules for when directors have a personal financial interest in a transaction. 302A.301 Officers Required A corporation must have one or more natural persons who carry out the functions of chief executive officer and chief … 302A.305 Duties of Required Officers This section sets the default duties of the chief executive officer and the chief financial officer, which apply unless … 302A.311 Other Officers Allows the board to appoint additional officers beyond those required by law. 302A.315 Multiple Offices One person may hold or exercise any number of corporate offices or their functions at the same time. If a document has … 302A.321 Officers Deemed Elected If the board has not elected or appointed officers, the person or people who actually exercise the principal functions … 302A.331 Contract Rights Electing or appointing someone as an officer or agent does not, by itself, give that person contract rights. A … 302A.341 Resignation; Removal; Vacancies Sets rules for how officers resign, are removed, and how vacancies are filled. 302A.351 Delegation Allows officers to delegate their duties to other officers or employees. 302A.361 Standard of Conduct An officer must carry out the duties of the office in good faith, in a way the officer reasonably believes is in the … 302A.401 Authorized Shares This law explains how a Minnesota corporation can issue shares of stock. The board of directors must approve any stock … 302A.402 Share Dividends, Divisions, and Combinations Allows the board to issue stock dividends and split or combine shares. 302A.403 Subscriptions for Shares Sets rules for agreements to buy shares before they are issued (subscriptions). 302A.405 Consideration for Shares; Value and Payment; Liability Sets rules for what a corporation can accept as payment for shares. 302A.409 Rights to Purchase Allows a corporation to grant rights to purchase shares, including stock options. 302A.413 Preemptive Rights Addresses preemptive rights, giving existing shareholders first chance to buy new shares. 302A.417 Share Certificates; Issuance and Contents; Uncertificated Shares Sets requirements for share certificates and allows uncertificated (electronic) shares. 302A.419 Lost Share Certificates; Replacement Sets the process for replacing lost or destroyed share certificates. 302A.423 Fractional Shares Allows corporations to issue fractional shares or pay cash instead of fractions. 302A.425 Liability of Subscribers and Shareholders With Respect to Shares Sets rules for shareholder liability related to paying for shares. 302A.429 Restriction on Transfer or Registration of Securities Allows restrictions on the transfer of shares, such as buy-sell agreements. 302A.431 Regular Meetings of Shareholders This section governs regular (annual) meetings of shareholders in a Minnesota corporation. Regular meetings may be held … 302A.433 Special Meetings of Shareholders This section sets the rules for calling and holding special shareholder meetings, which can be called for any purpose at … 302A.435 Notice Requires notice of shareholder meetings, including time, place, and purpose. 302A.436 Remote Communications for Shareholder Meetings Allows shareholders to attend meetings by remote communication methods. 302A.437 Act of the Shareholders Sets the vote needed for shareholders to approve corporate actions. 302A.439 Contractual Requirement to Submit Matter to Shareholders Addresses when the board must submit a matter to shareholders for approval. 302A.441 Action Without a Meeting Allows shareholders to take action without a formal meeting by written consent. 302A.443 Quorum Sets the quorum requirement for shareholder meetings. 302A.445 Voting Rights Sets the voting rights of shareholders, including one vote per share unless otherwise stated. 302A.447 Voting of Shares by Organizations and Legal Representatives Sets rules for how organizations and legal representatives vote shares they hold. 302A.449 Proxies Allows shareholders to appoint proxies to vote their shares on their behalf. 302A.453 Voting Trusts Allows shareholders to create voting trusts that control how shares are voted. 302A.455 Shareholder Voting Agreements Allows shareholders to enter agreements about how they will vote their shares. 302A.457 Shareholder Control Agreements Allows shareholders to enter agreements that control the management of the corporation. 302A.461 Books and Records; Inspection Gives shareholders the right to inspect corporate books and records. 302A.463 Financial Statements A corporation must prepare annual financial statements within 180 days after the close of its fiscal year, including at … 302A.467 Equitable Remedies If a corporation, or one of its officers or directors, violates a provision of this chapter, a shareholder may bring a … 302A.471 Rights of Dissenting Shareholders This law gives shareholders the right to disagree with certain major corporate decisions and get paid the fair value of … 302A.473 Procedures for Asserting Dissenters' Rights This section sets the step-by-step procedure a shareholder must follow to demand fair payment for shares after … 302A.501 Loans; Guarantees; Suretyship A corporation may lend money, guarantee an obligation, act as a surety, or otherwise financially assist a person only if … 302A.505 Advances A corporation may advance money to its directors, officers, or employees to cover expenses they can reasonably be … 302A.521 Indemnification A corporation must indemnify (reimburse) a director, officer, employee, or committee member who is sued or threatened … 302A.551 Distributions Sets rules for when a corporation can pay dividends and make other distributions to shareholders. 302A.553 Power to Acquire Shares A corporation may acquire its own shares, subject to the distribution rules in section 302A.551. Shares the corporation … 302A.557 Liability of Shareholders for Illegal Distributions A shareholder who receives a distribution made in violation of section 302A.551 is liable to the corporation (or its … 302A.559 Liability of Directors for Illegal Distributions Makes directors personally liable for approving distributions that violate the law. 302A.601 Merger, Exchange, Transfer Sets the framework for mergers, share exchanges, and asset transfers between corporations. 302A.611 Plan of Merger or Exchange This section sets out what must be included in a plan of merger or exchange involving Minnesota corporations. The plan … 302A.613 Plan Approval Sets the process for approving a plan of merger or exchange. The plan must first be approved by a majority of the … 302A.615 Articles of Merger or Exchange; Certificate Requires filing articles of merger or exchange with the Secretary of State. 302A.621 Merger of Subsidiary Allows a parent corporation to merge with its subsidiary using a simplified process. 302A.626 Merger to Effect a Holding Company Reorganization Allows a corporation to reorganize into a holding company structure through a merger. 302A.631 Abandonment Allows the board to abandon a merger or exchange plan before it becomes effective. 302A.641 Effective Date or Time of Merger or Exchange; Effect Sets when mergers and exchanges take effect and describes the legal consequences. 302A.651 Merger or Exchange With Foreign Corporation or Limited Liability Company Allows Minnesota corporations to merge with foreign corporations or LLCs. 302A.661 Transfer of Assets; When Permitted Sets rules for when a corporation can sell all or most of its assets. 302A.671 Control Share Acquisitions Regulates control share acquisitions to protect shareholders from hostile takeovers. 302A.673 Business Combinations Restricts business combinations between a corporation and a large shareholder for four years. 302A.675 Takeover Offer; Fair Price After a takeover offer for a class of a publicly held corporation's shares, the offeror cannot buy more of those shares … 302A.681 Section repealed or reserved. No active content. 302A.682 Conversion Allows a corporation to convert to a different type of business entity. 302A.683 Section repealed or reserved. No active content. 302A.684 Action on Plan of Conversion by Converting Corporation Sets the approval process for converting a corporation into another type of organization. The board must approve a … 302A.685 Section repealed or reserved. No active content. 302A.686 Filings Required for Conversion; Effective Date and Time Sets the filing requirements and effective timing for a conversion. After a plan of conversion is approved, the … 302A.687 Section repealed or reserved. No active content. 302A.6871 Section repealed or reserved. No active content. 302A.688 Section repealed or reserved. No active content. 302A.689 Section repealed or reserved. No active content. 302A.691 Effect of Conversion Describes the legal effects of converting a corporation to another entity type. 302A.692 Restrictions on Approval of Conversions This section restricts when a corporate conversion can be approved if it would impose personal liability on a … 302A.701 Methods of Dissolution This section lists the methods by which a Minnesota corporation may be dissolved. A corporation may be dissolved before … 302A.711 Voluntary Dissolution Before Issuance of Shares Sets the process for dissolving a corporation before any shares have been issued. 302A.721 Voluntary Dissolution After Issuance of Shares This section sets the process for voluntarily dissolving a corporation after shares have been issued. If the corporation … 302A.723 Filing Notice of Intent to Dissolve; Effect This section requires a corporation whose dissolution has been approved under section 302A.721, subdivision 2, to file a … 302A.725 Procedure in Dissolution Sets the procedure for winding up a corporation's affairs during dissolution. 302A.727 Dissolution Procedure for Corporations That Give Notice to Creditors and Claimants Sets dissolution procedures for corporations that notify creditors of the dissolution. 302A.729 Section repealed or reserved. No active content. 302A.7291 Dissolution Procedure for Corporations That Do Not Give Notice Sets dissolution procedures for corporations that do not give notice to creditors. 302A.730 Section repealed or reserved. No active content. 302A.731 Revocation of Dissolution Proceedings Allows a corporation to stop the dissolution process and continue operating. 302A.733 Section repealed or reserved. No active content. 302A.734 Effective Date of Dissolution; Certificate Sets when a corporation's dissolution takes effect and requires the secretary of state to issue a certificate of … 302A.741 Supervised Voluntary Dissolution Allows a court to supervise the voluntary dissolution of a corporation. 302A.751 Judicial Intervention; Equitable Remedies or Dissolution This section allows a court to grant equitable remedies or dissolve a Minnesota corporation when serious problems arise, … 302A.753 Procedure in Involuntary or Supervised Voluntary Dissolution Sets court procedures for involuntary or supervised voluntary dissolution. 302A.755 Qualifications of Receivers; Powers Sets qualifications and powers for receivers appointed in dissolution proceedings. 302A.757 Action by Attorney General Allows the attorney general to bring dissolution proceedings against a corporation. 302A.759 Filing Claims in Proceedings to Dissolve Sets rules for creditors to file claims during dissolution proceedings. 302A.761 Discontinuance of Dissolution Proceedings Allows dissolution proceedings to be discontinued if the reasons for dissolution are resolved. 302A.763 Decree of Dissolution Describes the court decree that officially dissolves a corporation. 302A.765 Filing Decree Requires the dissolution decree to be filed with the Secretary of State. 302A.771 Deposit With Commissioner of Management and Budget of Amount Due Certain Shareholders Requires unclaimed dissolution funds to be deposited with the state. 302A.781 Claims Barred; Exceptions Bars claims by creditors against a dissolved corporation, with several exceptions. A creditor who shows good cause for … 302A.783 Right to Sue or Defend After Dissolution After a corporation is dissolved, its former officers, directors, or shareholders may bring or defend a claim in the … 302A.791 Omitted Assets Covers assets that remain after a corporation pays all of its debts, obligations, and liabilities and makes … 302A.801 This section has been repealed and no longer contains any operative statutory text. The repeal was enacted by 2011 c 106 … 302A.805 Section repealed or reserved. No active content. 302A.821 Minnesota Corporate Renewal Requires each corporation to file an annual renewal with the secretary of state by December 31 of each year, starting … 302A.901 Service of Process on Corporation Sets rules for serving legal papers on a corporation, including through the registered agent. 302A.917 State Interested; Proceedings Addresses proceedings where the state has an interest in corporate matters. 302A.92 Selection of Trustees or Directors by a Corporation Created by Special Act Sets rules for how corporations created by special legislative act select their trustees or directors.