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2006 Minnesota Statutes
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Chapter 303
Section 303.10
Topics
Recent History
- 2010 303.10 Amended 2010 c 250 art 2 s 12
This is an historical version of this statute chapter. Also view the most recent published version.
303.10 OFFICE AND AGENT.
Subdivision 1. Maintenance. Each foreign corporation authorized to transact business in this
state shall have and continuously maintain in this state:
(1) A registered office which may, but need not be the same as its place of business in
this state;
(2) A registered agent, which agent may be either an individual, resident in this state, whose
business office is identical with such registered office, or a corporation having a business office
identical with such registered office.
Subd. 2. Change of location and address; revocation of agent's appointment; new
agent. A foreign corporation may, from time to time, change the location and address of its
registered office. It may revoke the appointment of a registered agent, provided it shall at the
same time file an appointment of a new registered agent. It shall appoint a new registered agent
in case of vacancy in the office, whether by death, resignation, or otherwise, or because of the
disqualification or incapacity of its registered agent. Such changes may be made by filing in the
Office of the Secretary of State a statement setting forth:
(1) the name of the corporation;
(2) if the address of its registered office is to be changed, the address to which the registered
office is to be changed;
(3) if its registered agent is to be changed, the name of its successor registered agent; and
(4) that such change was authorized by resolution duly adopted by its board of directors.
Such statement shall be executed by its president, vice-president, secretary, or assistant
secretary.
Subd. 3. Resignation of agent. A registered agent of a foreign corporation may resign by
filing with the secretary of state a signed written notice of resignation, including a statement that a
signed copy of the notice has been given or mailed to the corporation at its principal office in the
state or country under the laws of which it is organized. The appointment of the agent terminates
30 days after the notice is filed with the secretary of state.
History: (7495-9, 7495-10) 1935 c 200 s 9,10; 1953 c 221 s 1; 1986 c 331 s 1; 1988 c
682 s 14; 1989 c 236 s 7
Subdivision 1. Maintenance. Each foreign corporation authorized to transact business in this
state shall have and continuously maintain in this state:
(1) A registered office which may, but need not be the same as its place of business in
this state;
(2) A registered agent, which agent may be either an individual, resident in this state, whose
business office is identical with such registered office, or a corporation having a business office
identical with such registered office.
Subd. 2. Change of location and address; revocation of agent's appointment; new
agent. A foreign corporation may, from time to time, change the location and address of its
registered office. It may revoke the appointment of a registered agent, provided it shall at the
same time file an appointment of a new registered agent. It shall appoint a new registered agent
in case of vacancy in the office, whether by death, resignation, or otherwise, or because of the
disqualification or incapacity of its registered agent. Such changes may be made by filing in the
Office of the Secretary of State a statement setting forth:
(1) the name of the corporation;
(2) if the address of its registered office is to be changed, the address to which the registered
office is to be changed;
(3) if its registered agent is to be changed, the name of its successor registered agent; and
(4) that such change was authorized by resolution duly adopted by its board of directors.
Such statement shall be executed by its president, vice-president, secretary, or assistant
secretary.
Subd. 3. Resignation of agent. A registered agent of a foreign corporation may resign by
filing with the secretary of state a signed written notice of resignation, including a statement that a
signed copy of the notice has been given or mailed to the corporation at its principal office in the
state or country under the laws of which it is organized. The appointment of the agent terminates
30 days after the notice is filed with the secretary of state.
History: (7495-9, 7495-10) 1935 c 200 s 9,10; 1953 c 221 s 1; 1986 c 331 s 1; 1988 c
682 s 14; 1989 c 236 s 7
Official Publication of the State of Minnesota
Revisor of Statutes