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Minnesota Session Laws 2025 to 2026 Index (topics)

BUSINESS CORPORATIONS

Articles of incorporation

Emergencies, impracticability of compliance, Minn. Law 2025 c 11 s 3

Emergency powers, Minn. Law 2025 c 11 s 11

Failure of authorization, acts or transactions, Minn. Law 2025 c 11 s 4

Laws, modification by articles, Minn. Law 2025 c 11 s 10

Ratification of filed documents, Minn. Law 2025 c 11 s 16

Beneficial owners

Generally, Minn. Law 2025 c 11 s 1

Records, inspection rights, Minn. Law 2025 c 11 s 18

Board of directors

Defective corporate acts, ratification process, Minn. Law 2025 c 11 s 12

Election of first board, ratification process, Minn. Law 2025 c 11 s 12

Management, duties, Minn. Law 2025 c 11 s 15

Meetings, emergency powers, Minn. Law 2025 c 11 s 11

Resolutions by, ratification of documents, Minn. Law 2025 c 11 s 16

Bylaws

Emergencies, impracticability of compliance, Minn. Law 2025 c 11 s 3

Emergency bylaws, Minn. Law 2025 c 11 s 14

Emergency powers, Minn. Law 2025 c 11 s 11

Failure of authorization, acts or transactions, Minn. Law 2025 c 11 s 4

Laws, modification by bylaws, Minn. Law 2025 c 11 s 10

Ratification of filed documents, Minn. Law 2025 c 11 s 16

Certificates and certification, defective corporate acts, Minn. Law 2025 c 11 s 12

Closely held corporations

Employees, exclusions, workers' compensation, Minn. Law 2025 c 27 art 1 s 3

Executive officers, Minn. Law 2025 c 27 art 1 s 3

Defective corporate acts

Considerations of court, Minn. Law 2025 c 11 s 13

Date and time of act, Minn. Law 2025 c 11 s 7

Defined, Minn. Law 2025 c 11 s 2

Determination of validity by court, Minn. Law 2025 c 11 s 13

Postratification notice, Minn. Law 2025 c 11 s 12

Ratification, effect, Minn. Law 2025 c 11 s 12

Retroactive effect, Minn. Law 2025 c 11 s 12

Validation

Effect, Minn. Law 2025 c 11 s 12

Effective time, Minn. Law 2025 c 11 s 8

Definitions, Business Corporation Act, Minn. Law 2025 c 11 s 1 to 2025 c 11 s 9

Dissenters' rights, actions creating rights, Minn. Law 2025 c 11 s 19

Documents, ratification of filed documents, Minn. Law 2025 c 11 s 16

Emergencies

Defined, Minn. Law 2025 c 11 s 3

Emergency bylaws, Minn. Law 2025 c 11 s 14

Emergency powers, Minn. Law 2025 c 11 s 11

Exchanges

Plan of exchange, contents, Minn. Law 2025 c 11 s 21

Remedies, lack of performance, Minn. Law 2025 c 11 s 21

Indemnification, officers, limitations, Minn. Law 2025 c 11 s 17

Inspections, records, rights, Minn. Law 2025 c 11 s 18

Lawsuits, defective corporate acts

Determination of validity factors, Minn. Law 2025 c 11 s 13

Statute of limitations, Minn. Law 2025 c 11 s 13

Liability, officers, indemnification limitations, Minn. Law 2025 c 11 s 17

Management, board of directors, duties, Minn. Law 2025 c 11 s 15

Mergers

Plan of merger, contents, Minn. Law 2025 c 11 s 21

Remedies, lack of performance, Minn. Law 2025 c 11 s 21

Officers

Emergency powers, Minn. Law 2025 c 11 s 11

Standard of conduct, Minn. Law 2025 c 11 s 17

Ownership, beneficial ownership, Minn. Law 2025 c 11 s 1

Records and record keeping, right to inspect, violations, Minn. Law 2025 c 11 s 18

Remedies, defective corporate acts, discretion of court, Minn. Law 2025 c 11 s 13

Securities

Beneficial ownership, Minn. Law 2025 c 11 s 1

Payment for, dissenters' rights, Minn. Law 2025 c 11 s 20

Shareholder control agreements, modifying statutory provisions, Minn. Law 2025 c 11 s 10

Shareholders

Defective corporate acts, ratification process, Minn. Law 2025 c 11 s 12

Exchanges, remedies, Minn. Law 2025 c 11 s 21

Mergers, remedies, Minn. Law 2025 c 11 s 21

Notice given, defective corporate acts, Minn. Law 2025 c 11 s 12

Notice received, defective corporate acts, Minn. Law 2025 c 11 s 12

Records, right to inspect, Minn. Law 2025 c 11 s 18

Votes and voting

Defective corporate acts, Minn. Law 2025 c 11 s 12

Emergency powers, Minn. Law 2025 c 11 s 11

Shares

Beneficial ownership, Minn. Law 2025 c 11 s 1

Issuance, overissue, Minn. Law 2025 c 11 s 5

Overissue, Minn. Law 2025 c 11 s 5

Payment for, dissenting shareholders, rights, Minn. Law 2025 c 11 s 20

Putative shares, Minn. Law 2025 c 11 s 6

Valid shares, Minn. Law 2025 c 11 s 9

Standard of conduct, officers, Minn. Law 2025 c 11 s 17

Statutes of limitations, defective corporate acts, Minn. Law 2025 c 11 s 13