Legislative Session number- 81

Bill Name: SF0833

Modifying certain provisions regulating business corporations and organizations
ARTICLE 1 - BUSINESS CORPORATIONS Modifying the definitions of constituent
corporation and constituent organization under the Minnesota business
corporation act; clarifying certain general provisions relating to articles of
incorporation and bylaws and the authority of shareholders to remove directors;
eliminating the written agreement requirement relating to shares issued for
services rendered to the corporation; authorizing the inclusion of
nonshareholders and nonsubscribers in shareholder control agreements and
authorizing the agreements to provide for amendment through nonunanimous means;
clarifying a certain provision providing for dissenters rights relating to
merger plans; authorizing plans of merger or exchange to require submittal to
the shareholders regardless of certain determinations or recommendations of the
board of directors; authorizing parent and surviving corporations after merger
to change the corporate name without a vote of the shareholders by inclusion in
the resolution of merger; expanding the rights of dissenters in subsidiary
mergers; modifying the exception to the fair price requirement for takeover
offers ARTICLE 2 - LIMITED LIABILITY COMPANIES Modifying or clarifying certain
definitions under the Minnesota limited liability company act; modifying a
certain requirement relating to the restatement of value of previous
contributions and expanding the requirements governing the companies allowed to
be modified only in the articles of organization or a member control agreement
to the termination of membership interest and restrictions applying to the
assignment of governance rights; clarifying a certain provision providing for
class or series voting on amendments to the articles of organization;
prohibiting articles from limiting certain legal powers; providing for perpetual
duration of limited liability companies; modifying certain provisions regulating
statements and termination of membership interest and the assignment of
governance rights; authorizing certain requirements, authorizations,
restrictions or limits in member control agreements; modifying certain voting
and dissenters rights, proxy and contribution provisions and the provision
regulating member control agreements; authorizing the use of bylaws as an
operating agreement; modifying certain provisions regulating the removal of
governors and dissolution or termination; authorizing plans of merger or
exchange to require submittal to owners regardless of certain determinations or
recommendations of the governing board; repealing certain definitions relating
to certain agreements and certain provisions providing for limits on voting
agreements and business continuation after dissolution; requiring the revisor of
statutes to change the term operating agreement to bylaws ARTICLE 3 - RUPA
CONFORMING CHANGES Making conforming amendments to certain provisions under the
Minnesota professional firms act; expanding certain definitions to include
limited liability partnerships; clarifying certain provisions relating to
statements of foreign qualification; modifying the name requirement and certain
rules under under the uniform limited partnership act of 1976; authorizing
statements of qualification and foreign qualification under the uniform limited
partnership act of 1994 to include the information necessary to elect to become
a Minnesota or foreign professional firm and to update the information;
specifying certain reference removal instructions to the revisor of statutes
(rla)