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2016 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302A.243 [Repealed, 1989 c 172 s 11]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.439 CONTRACTUAL REQUIREMENT TO SUBMIT MATTER TO 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 [Repealed, 2015 c 39 s 45]
302A.682 CONVERSION.
302A.683 [Repealed, 2015 c 39 s 45]
302A.684 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION.
302A.685 [Repealed, 2015 c 39 s 45]
302A.686 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
302A.687 [Repealed, 2015 c 39 s 45]
302A.6871 [Never effective, 2015 c 39 s 45]
302A.688 [Never effective, 2015 c 39 s 45]
302A.689 [Repealed, 2015 c 39 s 45]
302A.691 EFFECT OF CONVERSION.
302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS.
DISSOLUTION
302A.701 METHODS OF DISSOLUTION.
302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.
302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES.
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 MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN SHAREHOLDERS.
302A.781 CLAIMS BARRED; EXCEPTIONS.
302A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
302A.791 OMITTED ASSETS.
302A.801 [Repealed, 2011 c 106 s 27]
302A.805 [Repealed, 2011 c 106 s 27]
CORPORATE REGISTRATION
302A.821 MINNESOTA CORPORATE RENEWAL.
ACTIONS AGAINST CORPORATIONS
302A.901 SERVICE OF PROCESS ON CORPORATION.
302A.917 STATE INTERESTED; PROCEEDINGS.
CORPORATION CREATED BY SPECIAL ACT; TRUSTEES AND DIRECTORS
302A.92 SELECTION OF TRUSTEES OR DIRECTORS BY A CORPORATION CREATED BY SPECIAL ACT.

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