2004 Minnesota Statutes

     300.025 Organization of financial corporations. 

    (a) Three or more persons may form a corporation for any of 
 the purposes specified in section 47.12 by applying to the 
 Department of Commerce and complying with all applicable 
 organizational requirements and the conditions set out in 
 clauses (1) to (7).  However, no corporation may be formed under 
 this section if it may be formed under the Minnesota Business 
 Corporation Act.  The incorporators must subscribe a certificate 
 specifying: 

    (1) the corporation's name, which must distinguish it from 
 all other corporations authorized to do business in this state, 
 and must contain the word "company," "corporation," "bank," 
 "association," or "incorporated"; 

    (2) the general nature of the corporation's business and 
 its principal place of business; 

    (3) the period of its duration, if limited; 

    (4) the names and places of residence of the incorporators; 

    (5) the board in which the management of the corporation 
 will be vested, the date of the annual meeting at which it will 
 be elected, and the names and addresses of the board members 
 until the first election, a majority of whom must always be 
 either residents of this state or reside within 50 miles of the 
 main office of the financial corporation; 

    (6) the amount of capital stock, if any, how the capital 
 stock is to be paid in, the number of shares into which it is to 
 be divided, and the par value of each share; and, if there is to 
 be more than one class, a description and the terms of issue of 
 each class, and the method of voting on each class; and 

    (7) the highest amount of indebtedness or liability to 
 which the corporation will at any time be subject. 

    The certificate may contain any other lawful provision 
 defining and regulating the powers and business of the 
 corporation, its officers, directors, trustees, members, and 
 stockholders.  However, a corporation subject to section 48.27 
 may show its highest amount of indebtedness to be 30 times the 
 amount of its capital and actual surplus.  

    (b) A person doing business in this state may contest the 
 subsequent registration of a name with the Office of the 
 Secretary of State as provided in section 5.22. 

    HIST: (7443) RL s 2849; 1907 c 468 s 1; 1919 c 111 s 1; 1951 c 
 550 s 69; 1957 c 601 s 24; 1959 c 288 s 1; 1976 c 2 s 121; 1977 
 c 272 s 14; 1981 c 220 s 17; 1983 c 250 s 30; 1984 c 628 art 5 s 
 1; 1988 c 682 s 4; 1989 c 292 s 2; 1996 c 414 art 1 s 36; 2003 c 
 51 s 17