Title Minnesota Statutes, Minnesota Statutes

302A.331 CONTRACT RIGHTS. The election or appointment of a person as an officer or agent does not, of itself, create contract rights. A corporation may enter into a contract with an officer or agent for a period of time if, in the board's judgment, the contract would be in the be…

302A.341 RESIGNATION; REMOVAL; VACANCIES. § Subdivision 1.Resignation. An officer may resign at any time by giving written notice to the corporation. The resignation is effective without acceptance when the notice is given to the corporation, unless a later effective date is spec…

302A.351 DELEGATION. Unless prohibited by the articles or bylaws or by a resolution approved by the affirmative vote of a majority of the directors present, an officer may, without the approval of the board, delegate some or all of the duties and powers of an office to other pers…

302A.361 STANDARD OF CONDUCT. § Subdivision 1.Standard; liability. An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a lik…

302A.401 AUTHORIZED SHARES. § Subdivision 1.Board may authorize. (a) Subject to any restrictions in the articles, a corporation may issue securities and rights to purchase securities only when authorized by the board. (b) A resolution of the board authorizing the issuance of shar…

302A.402 SHARE DIVIDENDS, DIVISIONS, AND COMBINATIONS. § Subdivision 1.Power to effect. A corporation may effect a share dividend or a division or combination of its shares as provided in this section. § Subd. 2.When shareholder approval required; filing of articles of amendment.…

302A.403 SUBSCRIPTIONS FOR SHARES. § Subdivision 1.Signed writing. A subscription for shares, whether made before or after the incorporation of a corporation, is not enforceable against the subscriber unless it is in writing and signed by the subscriber. § Subd. 2.Irrevocable per…

302A.405 CONSIDERATION FOR SHARES; VALUE AND PAYMENT; LIABILITY. § Subdivision 1.Consideration; procedure. Subject to any restrictions in the articles: (a) Shares may be issued for any consideration, including, without limitation, money or other tangible or intangible property re…

302A.409 RIGHTS TO PURCHASE. § Subdivision 1.Definition. "Right to purchase" means the right, however designated, pursuant to the terms of a security or agreement, entitling a person to subscribe to, purchase, or acquire securities of a corporation, whether by the exchange or con…

302A.413 PREEMPTIVE RIGHTS. § Subdivision 1.Presumption; modification. Unless denied or limited in the articles or by the board pursuant to section 302A.401, subdivision 2, clause (b), a shareholder of a corporation has the preemptive rights provided in this section. § Subd. 2.De…

302A.417 SHARE CERTIFICATES; ISSUANCE AND CONTENTS; UNCERTIFICATED SHARES. § Subdivision 1.Certificated; uncertificated. The shares of a corporation shall be either certificated shares or uncertificated shares. Each holder of certificated shares issued in accordance with section …

302A.419 LOST SHARE CERTIFICATES; REPLACEMENT. § Subdivision 1.Issuance. A new share certificate may be issued pursuant to section 336.8-405 in place of one that is alleged to have been lost, stolen, or destroyed. § Subd. 2.Not overissue. The issuance of a new certificate under t…

302A.423 FRACTIONAL SHARES. § Subdivision 1.Issuance; alternative exchange. A corporation may issue fractions of a share originally or upon transfer. If it does not issue fractions of a share, it shall in connection with an original issuance of shares: (a) arrange for the disposi…

302A.425 LIABILITY OF SUBSCRIBERS AND SHAREHOLDERS WITH RESPECT TO SHARES. A subscriber for shares or a shareholder of a corporation is under no obligation to the corporation or its creditors with respect to the shares subscribed for or owned, except to pay to the corporation the…

302A.429 RESTRICTION ON TRANSFER OR REGISTRATION OF SECURITIES. § Subdivision 1.How imposed. A restriction on the transfer or registration of transfer of securities of a corporation may be imposed in the articles, in the bylaws, by a resolution adopted by the shareholders, or by …

302A.431 REGULAR MEETINGS OF SHAREHOLDERS. § Subdivision 1.Frequency. Regular meetings of shareholders may be held on an annual or other less frequent periodic basis, but need not be held unless required by the articles or bylaws or by subdivision 2. § Subd. 2.Demand by sharehold…

302A.433 SPECIAL MEETINGS OF SHAREHOLDERS. § Subdivision 1.Who may call. Special meetings of the shareholders may be called for any purpose or purposes at any time, by: (a) the chief executive officer; (b) the chief financial officer; (c) two or more directors; (d) a person autho…

302A.435 NOTICE. § Subdivision 1.To whom given. Except as otherwise provided in this chapter, notice of all meetings of shareholders shall be given to every holder of shares entitled to vote, unless: (1) the meeting is an adjourned meeting to be held not more than 120 days after …

302A.436 REMOTE COMMUNICATIONS FOR SHAREHOLDER MEETINGS. § Subdivision 1. MS 2000 [Renumbered subd 2] § Subdivision 1.Construction and application. This section shall be construed and applied to: (1) facilitate remote communication consistent with other applicable law; and (2) be…

302A.437 ACT OF THE SHAREHOLDERS. § Subdivision 1.Majority required. Except for the election of directors, which is governed by section 302A.215, the shareholders shall take action by the affirmative vote of the holders of the greater of (1) a majority of the voting power of the …

302A.439 CONTRACTUAL REQUIREMENT TO SUBMIT MATTER TO SHAREHOLDERS. A corporation may agree to submit a matter to its shareholders whether or not the board of directors determines, at any time after approving the matter, that the matter is no longer advisable and recommends that s…

302A.441 ACTION WITHOUT A MEETING. § Subdivision 1.Method. An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders e…

302A.443 QUORUM. The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the articles or bylaws. If a quorum is present when a duly calle…

302A.445 VOTING RIGHTS. § Subdivision 1.Determination. The board may fix, or authorize an officer to fix, a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the determination of t…

302A.447 VOTING OF SHARES BY ORGANIZATIONS AND LEGAL REPRESENTATIVES. § Subdivision 1.Shares held by other corporation. Shares of a corporation registered in the name of another domestic or foreign corporation may be voted by the chief executive officer or another legal represent…

302A.449 PROXIES. § Subdivision 1.Authorization. (a) A shareholder may cast or authorize the casting of a vote by (1) filing a written appointment of a proxy, signed by the shareholder, with an officer of the corporation at or before the meeting at which the appointment is to be …

302A.453 VOTING TRUSTS. § Subdivision 1.Authorization; period; termination. Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those …

302A.455 SHAREHOLDER VOTING AGREEMENTS. A written agreement among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may…

302A.457 SHAREHOLDER CONTROL AGREEMENTS. § Subdivision 1.Authorized. A written agreement among the shareholders of a corporation and the subscribers for shares to be issued, relating to the control of any phase of the business and affairs of the corporation, its liquidation and d…

302A.461 BOOKS AND RECORDS; INSPECTION. § Subdivision 1.Share register; dates of issuance. (a) A corporation shall keep at its principal executive office, or at another place or places within the United States determined by the board, a share register not more than one year old, …

302A.463 FINANCIAL STATEMENTS. (a) A corporation shall prepare annual financial statements within 180 days after the close of the corporation's fiscal year. The financial statement shall include at least a balance sheet as of the end of each fiscal year and a statement of income …

302A.467 EQUITABLE REMEDIES. If a corporation or an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the cir…

302A.471 RIGHTS OF DISSENTING SHAREHOLDERS. § Subdivision 1.Actions creating rights. A shareholder of a corporation may dissent from, and obtain payment for the fair value of the shareholder's shares in the event of, any of the following corporate actions: (a) unless otherwise pr…

302A.473 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Corporation" means the issuer of the shares held by a dissenter before the corporate actio…

302A.501 LOANS; GUARANTEES; SURETYSHIP. § Subdivision 1.Prerequisites. A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is a…

302A.505 ADVANCES. A corporation may, without a vote of the directors, advance money to its directors, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to rei…

302A.521 INDEMNIFICATION. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Corporation" includes a domestic or foreign corporation that was the predecessor of the corporation referred to in thi…

302A.551 DISTRIBUTIONS. § Subdivision 1.When permitted. (a) The board may authorize and cause the corporation to make a distribution only if the board determines, in accordance with subdivision 2, that the corporation will be able to pay its debts in the ordinary course of busine…

302A.553 POWER TO ACQUIRE SHARES. § Subdivision 1.When permitted; status of shares. (a) A corporation may acquire its own shares, subject to section 302A.551 and subdivision 3. (b) If a corporation acquires its own shares, then any of the acquired shares that are not pledged by t…

302A.557 LIABILITY OF SHAREHOLDERS FOR ILLEGAL DISTRIBUTIONS. § Subdivision 1.Liability. A shareholder who receives a distribution made in violation of the provisions of section 302A.551 is liable to the corporation, its receiver or other person winding up its affairs, or a direc…

302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS. § Subdivision 1.Liability. In addition to any other liabilities, a director who is present at a meeting and fails to vote against, or who consents in writing to, a distribution made in violation of section 302A.551, subdi…

302A.601 MERGER, EXCHANGE, TRANSFER. § Subdivision 1.Merger. A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner p…

302A.611 PLAN OF MERGER OR EXCHANGE. § Subdivision 1.Contents of plan. A plan of merger or exchange shall contain: (a) The names of the constituent organizations proposing to merge or participate in an exchange, and: (1) in the case of a merger, the name of the surviving organiza…

302A.613 PLAN APPROVAL. § Subdivision 1.Board approval; notice to shareholders. The plan of merger or exchange shall be approved by the affirmative vote of a majority of the directors present at a meeting of the board of each constituent corporation and shall then be submitted at…

302A.615 ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE. § Subdivision 1.Contents of articles. Upon receiving the approval required by section 302A.613, articles of merger or exchange shall be prepared that contain: (a) the plan of merger or exchange; and (b) a statement that the pl…

302A.621 MERGER OF SUBSIDIARY. § Subdivision 1.When authorized; contents of plan. If either the parent or the subsidiary is a domestic corporation, a parent that is a domestic or foreign corporation or limited liability company owning at least 90 percent of the outstanding shares…