2004 Minnesota Statutes

     300.25 Transfer of stock. 

    Subdivision 1.    When transfer is effective.  
 Notwithstanding the transfer of a certificate of stock in 
 accordance with the Uniform Commercial Code, the corporation may 
 pay a dividend on it and treat the holder of record as the owner 
 in fact until the transfer has been recorded on its books or a 
 new certificate issued to the transferee.  The transferee will 
 receive the new certificate upon delivery of the former 
 certificate to the treasurer, or otherwise in accordance with 
 the provisions of the Uniform Commercial Code.  

    Subd. 2.    Survival of action against subscriber.  
 Except as provided with respect to corporations formed under or 
 coming within the Minnesota Business Corporation Act, a 
 corporation may maintain a personal action against a subscriber 
 to its stock, even though the subscriber has transferred the 
 stock in accordance with the provisions of the Uniform 
 Commercial Code. 

    Subd. 3.    Pledged stock.  (a) A pledgee of stock 
 transferred as collateral security is entitled to a new 
 certificate, if the instrument of transfer substantially 
 describes the debt or duty intended to be secured by it. 

    (b) The new certificate must state on its face the name of 
 the pledgor, and that it is held as collateral security.  The 
 pledgor alone is liable as a stockholder and entitled to vote 
 the stock.  

    (c) Corporations formed or coming under the Minnesota 
 Business Corporation Act are not subject to the provisions of 
 paragraph (b).  

    HIST: (7463) RL s 2863; 1933 c 300 s 62; 1965 c 812 s 10; 1984 
 c 628 art 5 s 1