Legislative Session number- 82

Bill Name: SF2542

E Regulating business and nonprofit corporations and limited liability companies
ARTICLE 1 BUSINESS CORPORATIONSClarifying, modifying or expanding certain
definitions under the Minnesota business corporation act; providing for the
legal recognition of electronic records and signatures; clarifying a certain
provision regulating use of corporate names by successor corporations;
authorizing boards of directors of corporations registered as open end
management investment companies to increase or decrease the aggregate number of
shares without shareholder approval, exceptions; providing for meetings of
boards of directors or shareholders by remote communication; modifying a certain
provision providing for merger of subsidiaries; authorizing and regulating
mergers of parent constituent corporations with or into subsidiary constituent
corporations without a vote of the shareholders, requiring the subsidiary
constituent corporation to be an indirect wholly owned subsidiary of the parent
constituent corporation and a direct wholly owned subsidiary of the holding
company, specifying certain requirements of the articles and bylaws of the
holding company and the surviving corporation and requiring preparation and
filing with the secretary of state of articles of merger, requiring issuance of
a certificate of merger to the surviving corporation by the secretary of state;
providing for an effective date of dissolution ARTICLE 2 LIMITED LIABILITY
COMPANIESDefining certain additional terms relating to electronic communications
and providing for the legal recognition of electronic records and signatures;
clarifying a certain provision regulating the use of names by surviving
organizations in mergers; providing for meetings of boards of governors or
members by remote communication and for a later effective date of termination
ARTICLE 3 NONPROFIT CORPORATIONSDefining certain additional terms relating to
electronic communications and providing for the legal recognition of electronic
records and signatures; providing for meetings of boards of directors or members
by remote communication and for a later effective date of terminationARTICLE 4
MISCELLANEOUS CHANGESMaking technical changes in certain statutory provisions
relating to foreign corporations filing of name changes and limited partnership
name reservations; expanding the qualification statement content requirements of
foreign limited liability partnerships to the name of the jurisdiction of
original registration; eliminating certain duties of the secretary of state
relating to duplicate assumed names (mk, ja)