1997 Minnesota Statutes

     319A.11 To whom shares may be issued. 

    Subdivision 1.    Generally.  (a) A professional 
 corporation may issue its stock only to and admit as a member 
 only natural persons licensed to render a kind of professional 
 service which the corporation is authorized to render or 
 partnerships or professional corporations rendering the same 
 kind of professional service.  A person, partnership or 
 professional corporation who becomes a shareholder or member of 
 any such corporation may transfer its shares of stock or its 
 membership only to a natural person, partnership or professional 
 corporation to whom the corporation could have issued the shares 
 of stock or membership.  No proxy to vote any share in a 
 professional corporation or membership may be given to a person 
 who is not so licensed, nor may any voting trust be established 
 with respect to the shares of the professional corporation 
 unless all the voting trustees are natural persons so licensed. 

    (b) Notwithstanding paragraph (a), a professional 
 corporation may issue its stock under this section to an 
 employee stock ownership plan, as defined in section 4975(e)(7) 
 of the Internal Revenue Code of 1986, as amended, if 

    (1) the voting trustees of the plan are natural persons 
 licensed to render a kind of professional service which the 
 corporation is authorized to render, and 

    (2) the shares are not directly issued to a person or 
 entity not licensed to render a kind of advice which the 
 corporation is authorized to render. 

    Subd. 2.    Nonapplication of securities regulation 
 provisions.  Chapter 80A shall not be applicable to nor govern 
 any transaction relating to any shares of a professional 
 corporation. 

    HIST: 1973 c 40 s 11; 1976 c 239 s 91; 1981 c 296 s 1; 1993 c 
 375 art 17 s 12