2001 Minnesota Statutes

     302A.423 Fractional shares. 

    Subdivision 1.    Issuance; alternative exchange.  A 
 corporation may issue fractions of a share originally or upon 
 transfer.  If it does not issue fractions of a share, it shall 
 in connection with an original issuance of shares:  

    (a) Arrange for the disposition of fractional interests by 
 those entitled to them; 

    (b) Pay in money the fair value of fractions of a share as 
 of the time when persons entitled to receive the fractions are 
 determined; or 

    (c) Issue scrip or warrants in registered or bearer form 
 that entitle the holder to receive a certificate for a full 
 share upon the surrender of the scrip or warrants aggregating a 
 full share.  

    Subd. 2.    Restrictions; rights.  A corporation shall 
 not pay money for fractional shares if that action would result 
 in the cancellation of more than 20 percent of the outstanding 
 shares of a class or series.  A determination by the board of 
 the fair value of fractions of a share is conclusive in the 
 absence of fraud.  A certificated or uncertificated fractional 
 share does, but scrip or warrants do not unless they provide 
 otherwise, entitle the shareholder to exercise voting rights or 
 to receive distributions.  The board may cause scrip or warrants 
 to be issued subject to the condition that they become void if 
 not exchanged for full shares before a specified date, or that 
 the shares for which scrip or warrants are exchangeable may be 
 sold by the corporation and the proceeds distributed to the 
 holder of the scrip or warrants, or to any other condition or 
 set of conditions the board may impose.  

    HIST: 1981 c 270 s 62; 1993 c 17 s 31; 1997 c 10 art 1 s 17