Minnesota Legislature
Office of the Revisor of Statutes
2007 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
308A.145 AMENDMENT OF ARTICLES TO INCORPORATE DEFECTIVELY
ORGANIZED COOPERATIVE.
Subdivision 1. Amendment of articles. An association or corporation organized defectively
under other law of this state that has conducted its business upon the cooperative plan and has
in good faith carried on and transacted business, may amend its articles of incorporation in
their entirety to be governed by this chapter. The articles of amendment shall be filed with the
secretary of state.
Subd. 2. De facto corporation becomes corporation de jure. Upon the filing and recording
of the articles of amendment of a de facto corporation, the corporation is a legal and valid
corporation de jure. Courts shall hold all transactions, past and future, as if the organization
was not defective.
Subd. 3. Pending litigation not affected. This section does not affect pending litigation.
Subd. 4. Not applicable if charter is forfeited. This section does not apply to a corporation
whose charter has been declared forfeited by a court of competent jurisdiction in this state.
History: 1989 c 144 art 1 s 13; art 3 s 6
ORGANIZED COOPERATIVE.
Subdivision 1. Amendment of articles. An association or corporation organized defectively
under other law of this state that has conducted its business upon the cooperative plan and has
in good faith carried on and transacted business, may amend its articles of incorporation in
their entirety to be governed by this chapter. The articles of amendment shall be filed with the
secretary of state.
Subd. 2. De facto corporation becomes corporation de jure. Upon the filing and recording
of the articles of amendment of a de facto corporation, the corporation is a legal and valid
corporation de jure. Courts shall hold all transactions, past and future, as if the organization
was not defective.
Subd. 3. Pending litigation not affected. This section does not affect pending litigation.
Subd. 4. Not applicable if charter is forfeited. This section does not apply to a corporation
whose charter has been declared forfeited by a court of competent jurisdiction in this state.
History: 1989 c 144 art 1 s 13; art 3 s 6
Official Publication of the State of Minnesota
Revisor of Statutes