2004 Minnesota Statutes

CHAPTER 302A. Business corporations

Table of Sections

Section	Headnote
MINNESOTA BUSINESS CORPORATION ACT
302A.001	Citation.
DEFINITIONS
302A.011	Definitions.
LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES
302A.015	Legal recognition of electronic records and signatures.
APPLICATION
302A.021	Application and election.
302A.031	Transition.
302A.041	Reservation of right.
INCORPORATION; ARTICLES
302A.101	Purposes.
302A.105	Incorporators.
302A.111	Articles.
302A.115	Corporate name.
302A.117	Reserved name.
302A.121	Registered office; registered agent.
302A.123	Change of registered office or registered agent; change of name of registered agent.
302A.131	Amendment of articles.
302A.133	Procedure for amendment when no shares are outstanding.
302A.135	Procedure for amendment after issuance of shares.
302A.137	Class or series voting on amendments.
302A.139	Articles of amendment.
302A.141	Effect of amendment.
302A.151	Filing articles.
302A.153	Effective date of articles.
302A.155	Presumption; certificate of incorporation.
POWERS
302A.161	Powers.
302A.163	Corporate seal.
302A.165	Effect of lack of power; ultra vires.
ORGANIZATION; BYLAWS
302A.171	Organization.
302A.181	Bylaws.
BOARD
302A.201	Board.
302A.203	Number.
302A.205	Qualifications; election.
302A.207	Terms.
302A.209	Acts not void or voidable.
302A.211	Compensation.
302A.213	Classification of directors.
302A.215	Voting for directors; cumulative voting.
302A.221	Resignation.
302A.223	Removal of directors.
302A.225	Vacancies.
302A.231	Board meetings.
302A.233	Absent directors.
302A.235	Quorum.
302A.237	Act of the board.
302A.239	Action without meeting.
302A.241	Committees.
302A.243	[Repealed, 1989 c 172 s 11]
302A.251	Standard of conduct.
302A.255	Director conflicts of interest.
OFFICERS
302A.301	Officers required.
302A.305	Duties of required officers.
302A.311	Other officers.
302A.315	Multiple offices.
302A.321	Officers deemed elected.
302A.331	Contract rights.
302A.341	Resignation; removal; vacancies.
302A.351	Delegation.
302A.361	Standard of conduct.
SHARES; SHAREHOLDERS
302A.401	Authorized shares.
302A.402	Share dividends, divisions, and combinations.
302A.403	Subscriptions for shares.
302A.405	Consideration for shares; value and payment; liability.
302A.409	Rights to purchase.
302A.413	Preemptive rights.
302A.417	Share certificates; issuance and contents; uncertificated shares.
302A.419	Lost share certificates; replacement.
302A.423	Fractional shares.
302A.425	Liability of subscribers and shareholders with respect to shares.
302A.429	Restriction on transfer or registration of securities.
302A.431	Regular meetings of shareholders.
302A.433	Special meetings of shareholders.
302A.435	Notice.
302A.436	Remote communications for shareholder meetings.
302A.437	Act of the shareholders.
302A.441	Action without a meeting.
302A.443	Quorum.
302A.445	Voting rights.
302A.447	Voting of shares by organizations and legal representatives.
302A.449	Proxies.
302A.453	Voting trusts.
302A.455	Shareholder voting agreements.
302A.457	Shareholder control agreements.
302A.461	Books and records; inspection.
302A.463	Financial statements.
302A.467	Equitable remedies.
302A.471	Rights of dissenting shareholders.
302A.473	Procedures for asserting dissenters' rights.
LOANS; OBLIGATIONS; DISTRIBUTIONS
302A.501	Loans; guarantees; suretyship.
302A.505	Advances.
302A.521	Indemnification.
302A.551	Distributions.
302A.553	Power to acquire shares.
302A.557	Liability of shareholders for illegal distributions.
302A.559	Liability of directors for illegal distributions.
MERGER, EXCHANGE, TRANSFER
302A.601	Merger, exchange, transfer.
302A.611	Plan of merger or exchange.
302A.613	Plan approval.
302A.615	Articles of merger or exchange; certificate.
302A.621	Merger of subsidiary.
302A.626	Merger to effect a holding company reorganization.
302A.631	Abandonment.
302A.641	Effective date or time of merger or exchange; effect.
302A.651	Merger or exchange with foreign corporation or limited liability company.
302A.661	Transfer of assets; when permitted.
302A.671	Control share acquisitions.
302A.673	Business combinations.
302A.675	Takeover offer; fair price.
302A.681	Conversion of corporations and limited liability companies.
302A.683	Plan of conversion.
302A.685	Plan approval.
302A.687	Articles of conversion.
302A.689	Abandonment of conversion.
302A.691	Effective date or time of conversion; effect.
DISSOLUTION
302A.701	Methods of dissolution.
302A.711	Voluntary dissolution by incorporators or directors.
302A.721	Voluntary dissolution by shareholders.
302A.723	Filing notice of intent to dissolve; effect.
302A.725	Procedure in dissolution.
302A.727	Dissolution procedure for corporations that give notice to creditors and claimants.
302A.729	[Repealed, 1991 c 49 s 28]
302A.7291	Dissolution procedure for corporations that do not give notice.
302A.730	[Repealed, 1991 c 49 s 28]
302A.731	Revocation of dissolution proceedings.
302A.733	[Repealed, 1991 c 49 s 28]
302A.734	Effective date of dissolution; certificate.
302A.741	Supervised voluntary dissolution.
302A.751	Judicial intervention; equitable remedies or dissolution.
302A.753	Procedure in involuntary or supervised voluntary dissolution.
302A.755	Qualifications of receivers; powers.
302A.757	Action by attorney general.
302A.759	Filing claims in proceedings to dissolve.
302A.761	Discontinuance of dissolution proceedings.
302A.763	Decree of dissolution.
302A.765	Filing decree.
302A.771	Deposit with commissioner of finance of amount due certain shareholders.
302A.781	Claims barred; exceptions.
302A.783	Right to sue or defend after dissolution.
302A.791	Omitted assets.
EXTENSION
302A.801	Extension after duration expired.
302A.805	Effect of extension.
CORPORATE REGISTRATION
302A.821	Minnesota corporate registration.
ACTIONS AGAINST CORPORATIONS
302A.901	Service of process on corporation.
302A.917	State interested; proceedings.