300.54 Capital stock; how classified and issued.
Except as otherwise specially limited or provided, no corporation may issue a share of stock for a less amount to be actually paid in than the par value of those first issued. A railroad or exclusively manufacturing corporation may issue and dispose of as much special preferred, or full-paid stock as its board of directors considers advisable. A corporation, whose original or amended certificate of incorporation provides, may issue and dispose of special and preferred and common stock, or special or preferred and common stock. A corporation, without change of its certificate of incorporation, may issue its capital stock, part special, part preferred, and part common, or part common and part either special or preferred, when its board of directors is so authorized by a majority vote of its stockholders at its annual meeting or at a meeting called for that specifically stated purpose, and may give preference to the special or preferred stock, or to the special and preferred stock.
Official Publication of the State of Minnesota
Revisor of Statutes