§ 304A.102 — Election of Public Benefit Corporation Status
Plain-Language Summary
An existing Minnesota corporation can convert to public benefit corporation status by amending its articles with approval of the minimum status vote, which requires both board approval and shareholder approval by a specific threshold. A merger, conversion, or asset transfer that results in a public benefit corporation also requires this heightened vote. Shareholders who disagree with the conversion may exercise dissenters' rights and receive the fair value of their shares in cash.
304A.102 ELECTION OF PUBLIC BENEFIT CORPORATION STATUS.
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Subdivision 1.By amendment.
In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, an existing corporation formed under chapter 302A may elect to become a public benefit corporation under this chapter by amending its articles to meet the requirements of section 304A.101. §
Subd. 2.By merger, exchange, conversion, or transfer.
(a) This subdivision applies if:
(1) an organization, other than a nonprofit corporation, that is not a public benefit corporation is a party to a merger, exchange, or conversion, or a transfer in accordance with section 302A.601; and
(2) the surviving organization in the merger, the acquiring organization in an exchange, the converted organization in the conversion, or the transferee is to be a public benefit corporation.
(b) If this subdivision applies, the transfer or the plan of merger, exchange, or conversion, must be adopted in accordance with the procedures stated in chapter 302A and with approval by the minimum status vote. §
Subd. 3.Rights of dissenting shareholders.
A shareholder of a corporation or the member of a limited liability company may dissent from, and obtain payment for the fair value of the shareholder’s shares or the member’s membership interests pursuant to sections 302A.471 and 302A.473, in the event of an election of public benefit corporation status pursuant to this section.
History:
2014 c 172 s 5; 2022 c 55 art 1 s 151
History: History: 2014 c 172 s 5; 2022 c 55 art 1 s 151