reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.437 — Act Of The Shareholders.

302A.437 ACT OF THE SHAREHOLDERS.
Subdivision 1.
Majority required.
Except for the election of directors, which is governed by section 302A.215, the shareholders shall take action by the affirmative vote of the holders of the greater of (1) a majority of the voting power of the shares present and entitled to vote on that item of business, or (2) a majority of the voting power of the minimum number of the shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, except where this chapter or the articles require a larger proportion or number. If the articles require a larger proportion or number than is required by this chapter for a particular action, the articles control.
Subd. 2.
Voting by class or series.
In any case where a class or series of shares is entitled by this chapter, the articles or the terms of the shares to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the holders of the same proportion of the shares present of that class or series, or of the total outstanding shares of that class or series, as the proportion required pursuant to subdivision 1, unless the articles require a larger proportion. Unless otherwise stated in the articles or bylaws in the case of voting as a class or series, the minimum percentage of the total number of shares of the class or series which must be present shall be equal to the minimum percentage of all outstanding shares entitled to vote required to be present under section 302A.443.
History:
1981 c 270 s 68; 1982 c 497 s 41; 1987 c 104 s 25; 1991 c 49 s 10; 1993 c 17 s 34; 1997 c 10 art 1 s 19; 2004 c 199 art 14 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.439 — Contractual Requirement To Submit Matter To Shareholders.

302A.439 CONTRACTUAL REQUIREMENT TO SUBMIT MATTER TO SHAREHOLDERS.
A corporation may agree to submit a matter to its shareholders whether or not the board of directors determines, at any time after approving the matter, that the matter is no longer advisable and recommends that shareholders reject it.
History:
2006 c 250 art 1 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.441 — Action Without A Meeting.

302A.441 ACTION WITHOUT A MEETING.
Subdivision 1.
Method.
An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action. The articles of a corporation that is not a publicly held corporation may provide that any action may be taken by written action signed, or consented to by authenticated electronic communication, by shareholders having voting power equal to the voting power that would be required to take the same action at a meeting of the shareholders at which all shareholders were present, but in no event may written action be taken by holders of less than a majority of the voting power of all shares entitled to vote on that action. After the adoption of the initial articles, an amendment to the articles to permit written action to be taken by less than all shareholders requires the approval of all of the shareholders entitled to vote on the amendment.
Subd. 2.
Effective time.
The written action is effective when it has been signed, or consented to by authenticated electronic communication, by the required shareholders, unless a different effective time is provided in the written action.
Subd. 3.
Notice and liability.
When written action is permitted to be taken by less than all shareholders, all shareholders who did not sign or consent to the written action must be notified of its text and effective time no later than five days after the effective time of the action. Failure to provide the notice does not invalidate the written action. A shareholder who does not sign or consent to the written action has no liability for any action authorized by the written action.
History:
1981 c 270 s 69; 2002 c 311 art 1 s 18; 2004 c 199 art 14 s 15; 2006 c 250 art 1 s 24; 2014 c 170 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.443 — Quorum.

302A.443 QUORUM.
The holders of a majority of the voting power of the shares entitled to vote at a meeting are a quorum for the transaction of business, unless a larger or smaller proportion or number is provided in the articles or bylaws. If a quorum is present when a duly called or held meeting is convened, the shareholders present may continue to transact business until adjournment, even though the withdrawal of a number of shareholders originally present leaves less than the proportion or number otherwise required for a quorum.
History:
1981 c 270 s 70; 1982 c 497 s 42
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.445 — Voting Rights.

302A.445 VOTING RIGHTS.
Subdivision 1.
Determination.
The board may fix, or authorize an officer to fix, a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of shareholders as the date for the determination of the holders of shares entitled to notice of and entitled to vote at the meeting. When a date is so fixed, only shareholders on that date are entitled to notice of and permitted to vote at that meeting of shareholders.
Subd. 2.
Certification of beneficial owner.
A resolution approved by the affirmative vote of a majority of the directors present may establish procedure whereby a shareholder may certify in writing to the corporation that all or a portion of the shares registered in the name of the shareholder are held for the account of one or more beneficial owners. Upon receipt by the corporation of the writing, the persons specified as beneficial owners, rather than the actual shareholder, are deemed the shareholders for the purposes specified in the writing.
Subd. 3.
One vote per share.
Unless otherwise provided in the articles or in the terms of the shares, a shareholder has one vote for each share held.
Subd. 4.
Nonshareholders.
The articles may give or prescribe the manner of giving a creditor, security holder, or other person a right to vote under this section.
Subd. 5.
Jointly owned shares.
Shares owned by two or more shareholders may be voted by any one of them unless the corporation receives written notice from any one of them denying the authority of that person to vote those shares.
Subd. 6.
Manner of voting; presumption.
Except as provided in subdivision 5, a holder of shares entitled to vote may vote any portion of the shares in any way the shareholder chooses. If a shareholder votes without designating the proportion or number of shares voted in a particular way, the shareholder is deemed to have voted all of the shares in that way.
History:
1981 c 270 s 71; 1982 c 497 s 43,44; 1984 c 618 s 15; 1997 c 10 art 1 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.447 — Voting Of Shares By Organizations And Legal Representatives.

302A.447 VOTING OF SHARES BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
Subdivision 1.
Shares held by other corporation.
Shares of a corporation registered in the name of another domestic or foreign corporation may be voted by the chief executive officer or another legal representative of that domestic or foreign corporation.
Subd. 2.
Shares held by subsidiary.
Except as provided in subdivision 3, shares of a corporation registered in the name of a subsidiary are not entitled to be voted on any matter.
Subd. 3.
Shares controlled in fiduciary capacity.
Shares of a corporation in the name of or under the control of the corporation or a subsidiary in a fiduciary capacity are not entitled to be voted on any matter, except to the extent that the settlor or beneficial owner possesses and exercises a right to vote or gives the corporation or, with respect to shares in the name of or under control of a subsidiary, the subsidiary, binding instructions on how to vote the shares.
Subd. 4.
Voting by certain representatives.
Shares under the control of a person in a capacity as a personal representative, an administrator, executor, guardian, conservator, or attorney-in-fact may be voted by the person, either in person or by proxy, without registration of those shares in the name of the person. Shares registered in the name of a trustee of a trust or in the name of a custodian may be voted by the person, either in person or by proxy, but a trustee of a trust or a custodian shall not vote shares held by the person unless they are registered in the name of the person.
Subd. 5.
Voting by trustee in bankruptcy or receiver.
Shares registered in the name of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver either in person or by proxy. Shares under the control of a trustee in bankruptcy or a receiver may be voted by the trustee or receiver without registering the shares in the name of the trustee or receiver, if authority to do so is contained in an appropriate order of the court by which the trustee or receiver was appointed.
Subd. 6.
Shares held by other organizations.
Shares registered in the name of an organization not described in subdivisions 1 to 5 may be voted either in person or by proxy by the legal representative of that organization.
Subd. 7.
Pledged shares.
A shareholder whose shares are pledged may vote those shares until the shares are registered in the name of the pledgee. If the corporation pledges its own shares under section 302A.553, subdivision 1, the corporation shall not be entitled to vote the shares at a meeting or otherwise.
History:
1981 c 270 s 72; 1987 c 104 s 26; 1993 c 17 s 35,36; 2006 c 250 art 1 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.453 — Voting Trusts.

302A.453 VOTING TRUSTS.
Subdivision 1.
Authorization; period; termination.
Shares in a corporation may be transferred to a trustee pursuant to written agreement, for the purpose of conferring on the trustee the right to vote and otherwise represent the beneficial owner of those shares for a period not exceeding 15 years, except that if the agreement is made in connection with an indebtedness of the corporation, the voting trust may extend until the indebtedness is discharged. Unless otherwise specified in the agreement, the voting trust may be terminated at any time by the beneficial owners of a majority of the voting power of the shares held by the trustee. A copy of the agreement shall be filed with the corporation.
Subd. 2.
Voting by trustees.
Unless otherwise provided in the trust agreement, if there are two or more trustees, the manner of voting is determined as provided in section 302A.445, subdivision 5.
History:
1981 c 270 s 74
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.455 — Shareholder Voting Agreements.

302A.455 SHAREHOLDER VOTING AGREEMENTS.
A written agreement among persons who are then shareholders or subscribers for shares to be issued, relating to the voting of their shares, is valid and specifically enforceable by and against the parties to the agreement. The agreement may override the provisions of section 302A.449 regarding proxies and is not subject to the provisions of section 302A.453 regarding voting trusts.
History:
1981 c 270 s 75; 1982 c 497 s 45; 1987 c 104 s 27
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.463 — Financial Statements.

302A.463 FINANCIAL STATEMENTS.
(a) A corporation shall prepare annual financial statements within 180 days after the close of the corporation's fiscal year. The financial statement shall include at least a balance sheet as of the end of each fiscal year and a statement of income for the fiscal year, which shall be prepared on the basis of accounting methods reasonable in the circumstances and may be consolidated statements of the corporation and one or more of its subsidiaries. In the case of statements audited by a public accountant, each copy shall be accompanied by a report setting forth the opinion of the accountant on the statements; in other cases, each copy shall be accompanied by a statement of the chief financial officer or other person in charge of the corporation's financial records stating the reasonable belief of the person that the financial statements were prepared in accordance with accounting methods reasonable in the circumstances, describing the basis of presentation, and describing any respects in which the financial statements were not prepared on a basis consistent with those prepared for the previous year.
(b) Upon written request by a shareholder, a corporation shall furnish its most recent annual financial statements as required under paragraph (a) no later than ten business days after receipt of a shareholder's written request. "Furnish" for purposes of this paragraph means that the corporation shall deliver or mail, postage prepaid, the financial statements to the address specified by the requesting shareholder.
History:
1981 c 270 s 78; 1982 c 497 s 49; 1993 c 17 s 39
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.467 — Equitable Remedies.

302A.467 EQUITABLE REMEDIES.
If a corporation or an officer or director of the corporation violates a provision of this chapter, a court in this state may, in an action brought by a shareholder of the corporation, grant any equitable relief it deems just and reasonable in the circumstances and award expenses, including attorneys' fees and disbursements, to the shareholder.
History:
1981 c 270 s 79; 1982 c 497 s 50
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.501 — Loans; Guarantees; Suretyship.

302A.501 LOANS; GUARANTEES; SURETYSHIP.
Subdivision 1.
Prerequisites.
A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist a person, if the transaction, or a class of transactions to which the transaction belongs, is approved by the affirmative vote of a majority of the directors present and:
(a) is in the usual and regular course of business of the corporation;
(b) is with, or for the benefit of, a related organization, an organization in which the corporation has a financial interest, an organization with which the corporation has a business relationship, or an organization to which the corporation has the power to make donations, any of which relationships constitute consideration sufficient to make the loan, guarantee, suretyship, or other financial assistance so approved enforceable against the corporation;
(c) is with, or for the benefit of, an officer or other employee of the corporation or a subsidiary, including an officer or employee who is a director of the corporation or a subsidiary, and may reasonably be expected, in the judgment of the board, to benefit the corporation; or
(d) whether or not any separate consideration has been paid or promised to the corporation, has been approved by (1) the holders of two-thirds of the voting power of the shares entitled to vote which are owned by persons other than the interested person or persons, or (2) the unanimous affirmative vote of the holders of all outstanding shares, whether or not entitled to vote.
Subd. 2.
Interest; security.
A loan, guaranty, surety contract, or other financial assistance under subdivision 1 may be with or without interest and may be unsecured or may be secured in any manner, including, without limitation, a grant of a security interest in shares of the corporation.
Subd. 3.
Banking authority not granted.
This section does not grant any authority to act as a bank or to carry on the business of banking.
History:
1981 c 270 s 82; 1987 c 104 s 34; 1993 c 17 s 43; 1993 c 137 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.505 — Advances.

302A.505 ADVANCES.
A corporation may, without a vote of the directors, advance money to its directors, officers, or employees to cover expenses that can reasonably be anticipated to be incurred by them in the performance of their duties and for which they would be entitled to reimbursement in the absence of an advance.
History:
1981 c 270 s 83
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.557 — Liability Of Shareholders For Illegal Distributions.

302A.557 LIABILITY OF SHAREHOLDERS FOR ILLEGAL DISTRIBUTIONS.
Subdivision 1.
Liability.
A shareholder who receives a distribution made in violation of the provisions of section 302A.551 is liable to the corporation, its receiver or other person winding up its affairs, or a director under section 302A.559, subdivision 2, but only to the extent that the distribution received by the shareholder exceeded the amount that properly could have been paid under section 302A.551.
Subd. 2.
Statute of limitations.
An action shall not be commenced under this section more than two years from the date of the distribution.
History:
1981 c 270 s 87
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.559 — Liability Of Directors For Illegal Distributions.

302A.559 LIABILITY OF DIRECTORS FOR ILLEGAL DISTRIBUTIONS.
Subdivision 1.
Liability.
In addition to any other liabilities, a director who is present at a meeting and fails to vote against, or who consents in writing to, a distribution made in violation of section 302A.551, subdivision 1, paragraph (a), or 4, or a restriction contained in the articles or bylaws or an agreement, and who fails to comply with the standard of conduct provided in section 302A.251, is liable to the corporation, its receiver or any other person winding up its affairs jointly and severally with all other directors so liable and to other directors under subdivision 3, but only to the extent that the distribution exceeded the amount that properly could have been paid under section 302A.551.
Subd. 2.
Contribution from shareholders.
A director against whom an action is brought under this section with respect to a distribution may implead in that action all shareholders who received the distribution and may compel pro rata contribution from them in that action to the extent provided in section 302A.557, subdivision 1.
Subd. 3.
Impleader; contribution from directors.
A director against whom an action is brought under this section with respect to a distribution may implead in that action all other directors who voted for or consented in writing to the distribution and may compel pro rata contribution from them in that action.
Subd. 4.
Statute of limitations.
An action shall not be commenced under this section more than two years from the date of the distribution.
History:
1981 c 270 s 88; 1982 c 497 s 54; 1993 c 17 s 47
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.601 — Merger, Exchange, Transfer.

302A.601 MERGER, EXCHANGE, TRANSFER.
Subdivision 1.
Merger.
A corporation may merge with one or more domestic or foreign corporations, resulting in a single domestic or foreign corporation, with or without a business purpose, pursuant to a plan of merger approved in the manner provided in sections 302A.611 to 302A.651.
Subd. 2.
Exchange.
A corporation may acquire all of the outstanding shares of one or more classes or series of another domestic or foreign corporation pursuant to a plan of exchange approved in the manner provided in sections 302A.611 to 302A.615, and 302A.631 to 302A.651.
Subd. 3.
Transfer.
A corporation may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets in the manner provided in section 302A.661.
Subd. 4.
Merger or exchange with limited liability company.
A corporation may participate in a merger or exchange with a limited liability company. The dissenters' rights for shareholders of a corporation are governed by this chapter.
History:
1981 c 270 s 89; 1987 c 203 s 4; 1992 c 517 art 1 s 16; 1997 c 10 art 3 s 6; 2006 c 250 art 1 s 31,32
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.611 — Plan Of Merger Or Exchange.

302A.611 PLAN OF MERGER OR EXCHANGE.
Subdivision 1.
Contents of plan.
A plan of merger or exchange shall contain:
(a) The names of the constituent organizations proposing to merge or participate in an exchange, and:
(1) in the case of a merger, the name of the surviving organization;
(2) in the case of an exchange, the name of the acquiring organization;
(b) The terms and conditions of the proposed merger or exchange;
(c)(1) In the case of a merger, the manner and basis of converting the ownership interests of the constituent organizations into securities of, or other ownership interests in, the surviving organization or of any other organization, or, in whole or in part, into money or other property, or of canceling some or all of the ownership interests; or
(2) In the case of an exchange, the manner and basis of exchanging the shares to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, into money or other property, or of canceling some of the shares;
(d) In the case of a merger, a statement of any amendments to the articles of incorporation or organization of the surviving organization proposed as part of the merger; and
(e) Any other provisions with respect to the proposed merger or exchange that are deemed necessary or desirable.
Subd. 2.
Other agreements.
The procedure authorized by this section does not limit the power of a corporation to acquire all or part of the ownership interests of one or more classes or series of another organization through a negotiated agreement with the owners or otherwise.
History:
1981 c 270 s 90; 1987 c 203 s 5; 1997 c 10 art 3 s 7; 2006 c 250 art 1 s 33; 2014 c 170 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.615 — Articles Of Merger Or Exchange; Certificate.

302A.615 ARTICLES OF MERGER OR EXCHANGE; CERTIFICATE.
Subdivision 1.
Contents of articles.
Upon receiving the approval required by section 302A.613, articles of merger or exchange shall be prepared that contain:
(a) the plan of merger or exchange; and
(b) a statement that the plan has been approved by each constituent organization pursuant to this chapter.
Subd. 2.
Articles signed, filed.
The articles of merger or exchange shall be signed on behalf of each constituent organization and filed with the secretary of state.
Subd. 3.
Certificate.
The secretary of state shall issue a certificate of merger to the surviving organization or its legal representative and a certificate of exchange to the acquiring organization or its legal representative.
History:
1981 c 270 s 92; 1987 c 203 s 7; 1988 c 682 s 11; 1997 c 10 art 3 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.631 — Abandonment.

302A.631 ABANDONMENT.
Subdivision 1.
By shareholders or plan.
After a plan of merger or exchange has been approved by the shareholders entitled to vote on the approval of the plan as provided in section 302A.613, and before the effective date of the plan, it may be abandoned:
(a) if (i) the shareholders of each of the constituent corporations entitled to vote on the approval of the plan as provided in section 302A.613 have approved the abandonment at a meeting by the affirmative vote of the holders of a majority of the voting power of the shares entitled to vote; (ii) the merger or exchange is with a domestic or foreign limited liability company, if abandonment is approved in such manner as may be required by the laws of the state under which the limited liability company is organized; and (iii) the shareholders of a constituent corporation are not entitled to vote on the approval of the plan under section 302A.613, the board of directors of the constituent corporation has approved the abandonment by the affirmative vote of a majority of the directors present;
(b) if the plan itself provides for abandonment and all conditions for abandonment set forth in the plan are met; or
(c) pursuant to subdivision 2.
Subd. 2.
By board.
A plan of merger or exchange may be abandoned, before the effective date of the plan, by a resolution of the board of directors of any constituent corporation abandoning the plan of merger or exchange approved by the affirmative vote of a majority of the directors present, subject to the contract rights of any other person under the plan. If a plan of merger or exchange is with a domestic or foreign limited liability company, the plan of merger or exchange may be abandoned before the effective date of the plan by a resolution of the limited liability company adopted according to the laws of the state under which the limited liability company is organized, subject to the contract rights of any other person under the plan.
Subd. 3.
Filing of articles.
If articles of merger or exchange have been filed with the secretary of state, but have not yet become effective, the constituent organizations, in the case of abandonment under subdivision 1, clause (a), the constituent organizations or any one of them, in the case of abandonment under subdivision 1, clause (b), or the abandoning organization in the case of abandonment under subdivision 2, shall file with the secretary of state articles of abandonment that contain:
(a) the names of the constituent organizations;
(b) the provision of this section under which the plan is abandoned; and
(c) if the plan is abandoned under subdivision 2, the text of the resolution abandoning the plan.
History:
1981 c 270 s 94; 1987 c 203 s 8; 1997 c 10 art 3 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.651 — Merger Or Exchange With Foreign Corporation Or Limited Liability Company.

302A.651 MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR LIMITED LIABILITY COMPANY.
Subdivision 1.
When permitted.
A domestic corporation may merge with, including a merger pursuant to section 302A.621, or participate in an exchange with a foreign corporation or limited liability company by following the procedures set forth in this section, if:
(1) with respect to a merger, the merger is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized; and
(2) with respect to an exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not the exchange is permitted by the laws of the jurisdiction under which the foreign corporation or limited liability company is incorporated or organized.
Subd. 2.
Laws applicable before transaction.
Each domestic corporation shall comply with the provisions of sections 302A.601 to 302A.651 with respect to the merger or exchange of shares of corporations and each foreign corporation or limited liability company shall comply with the applicable provisions of the laws under which it was incorporated or organized or by which it is governed.
Subd. 3.
Domestic surviving corporation.
If the surviving organization in a merger will be a domestic corporation, it shall comply with all the provisions of this chapter.
Subd. 4.
Foreign surviving organization.
If the surviving organization in a merger will be a foreign corporation or limited liability company and will transact business in this state, it shall comply with the provisions of chapter 303 with respect to foreign corporations or chapter 322C with respect to foreign limited liability companies. In every case the surviving organization shall file with the secretary of state:
(a) an agreement that it may be served with process in this state in a proceeding for the enforcement of an obligation of a constituent organization and in a proceeding for the enforcement of the rights of a dissenting shareholder of a constituent corporation against the surviving organization;
(b) an irrevocable appointment of the secretary of state as its agent to accept service of process in any proceeding as provided in section 5.25, and an address to which process may be forwarded; and
(c) an agreement that it will promptly pay to the dissenting shareholders of each domestic constituent corporation the amount, if any, to which they are entitled under section 302A.473.
History:
1981 c 270 s 96; 1991 c 49 s 20; 1997 c 10 art 3 s 13; 1997 c 10 art 1 s 29; 2004 c 199 art 14 s 21; 2014 c 170 s 18; 2016 c 135 art 4 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.675 — Takeover Offer; Fair Price.

302A.675 TAKEOVER OFFER; FAIR PRICE.
Subdivision 1.
Fair price requirement.
An offeror may not acquire shares of a publicly held corporation within two years following the last purchase of shares pursuant to a takeover offer with respect to that class, including, but not limited to, acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, recapitalization, reorganization, or any other similar transaction, unless the shareholder is afforded, at the time of the proposed acquisition, a reasonable opportunity to dispose of the shares to the offeror upon substantially equivalent terms as those provided in the earlier takeover offer.
Subd. 2.
Exception.
Subdivision 1 does not apply if the proposed acquisition of shares is approved, before the purchase of any shares by the offeror pursuant to the earlier takeover offer, by a committee of the board, comprised solely of directors who:
(1) neither are officers or employees of, nor were during the five years preceding the formation of the committee officers or employees of, the corporation or a related organization;
(2) are neither the offerors nor affiliates or associates of the offeror;
(3) were not nominated for election as directors by the offeror or an affiliate or associate of the offeror; and
(4) were directors at the time of the first public announcement of the takeover offer or were nominated, elected, or recommended for election as directors by a majority of the directors.
History:
1991 c 58 s 15; 1997 c 10 art 1 s 32; 1999 c 85 art 1 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.682 — Conversion.

302A.682 CONVERSION.
Subdivision 1.
Conversion requirements.
Pursuant to this section, sections 302A.684 to 302A.692, and a plan of conversion, another organization may convert to a domestic corporation, and a domestic corporation may convert to another organization if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
Subd. 2.
Contents of plan of conversion.
A plan of conversion must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization as they are to be in effect upon completion of the conversion.
Subd. 3.
Conversion includes transfer to new home state.
A conversion conducted pursuant to this section and sections 302A.684 to 302A.692 may result in a change in the jurisdiction in which the converted organization was domiciled before the conversion.
History:
2015 c 39 s 9; 2018 c 103 s 17
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.684 — Action On Plan Of Conversion By Converting Corporation.

302A.684 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION.
Subdivision 1.
Approval of plan of conversion.
Subject to section 302A.692, a plan of conversion of a converting corporation must be approved under subdivisions 2 and 3.
Subd. 2.
Board approval; notice to shareholders.
A resolution containing the plan of conversion must be approved by the affirmative vote of a majority, or more if so provided in the converting corporation's organizational documents, of the directors present at a meeting of the board of directors of the converting corporation and must then be submitted at a regular or a special meeting to the shareholders of the converting corporation. Written notice must be given to every shareholder of the converting corporation, whether or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting. The written notice must state that a purpose of the meeting is to consider the proposed plan of conversion. A copy or short description of the plan of conversion must be included in or enclosed with the notice.
Subd. 3.
Approval by shareholders.
At the meeting, a vote of the shareholders must be taken on the proposed plan. The plan of conversion is adopted when approved by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote. A class or series of shares is entitled to vote as a class or series on the approval of the plan unless otherwise provided in the articles or shareholder control agreement, in which case the articles or shareholder control agreement shall govern such class voting rights to the exclusion of section 302A.137.
Subd. 4.
Amendment of plan or abandonment of conversion.
Subject to section 302A.692 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 302A.686, a converting corporation may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approved the plan.
History:
2015 c 39 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.686 — Filings Required For Conversion; Effective Date And Time.

302A.686 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
Subdivision 1.
Articles of conversion.
After a plan of conversion is approved:
(1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include:
(i) the plan of conversion;
(ii) a statement that the corporation is converting into another organization;
(iii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iv) the time the conversion is effective under the governing statute of the converted organization;
(v) a statement that the conversion was approved as required by this chapter;
(vi) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vii) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 302A.691, subdivision 3; and
(2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include:
(i) articles of incorporation for the corporation into which the converting organization is converting, which articles of incorporation must include the information required by section 302A.111, subdivision 1, paragraphs (a) to (c);
(ii) the plan of conversion;
(iii) a statement that the converting organization is converting into a corporation;
(iv) the name and form of the converting organization and the jurisdiction of its governing statute; and
(v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
Subd. 2.
Effective date and time of conversion.
A conversion becomes effective:
(1) if the converted organization is a corporation, when the articles of conversion are filed with the secretary of state or on a later date or at a later time specified in the articles of conversion; and
(2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization.
Subd. 3.
Certificate.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion and, if the converted organization is a corporation, a certificate of incorporation.
History:
2015 c 39 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.691 — Effect Of Conversion.

302A.691 EFFECT OF CONVERSION.
Subdivision 1.
Same entity.
An organization that has been converted pursuant to sections 302A.682 to 302A.692 is for all purposes the same entity that existed before the conversion.
Subd. 2.
Effect on converting organization.
When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization and no assignment by operation of law or otherwise of its assets, properties, or contracts shall be deemed to have occurred;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred or as actions or proceedings by or against the converted organization;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; and
(5) the conversion does not dissolve a converting corporation for the purposes of sections 302A.701 to 302A.791.
Subd. 3.
Foreign organization.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision.
History:
2004 c 199 art 14 s 28; 2014 c 157 art 2 s 16,31; 2014 c 170 s 25,26; 2015 c 39 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.692 — Restrictions On Approval Of Conversions.

302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS.
Subdivision 1.
Personal liability of shareholder.
If a shareholder of a converting corporation will have personal liability with respect to a converted organization, approval or amendment of a plan of conversion is ineffective without the consent of the shareholder, unless:
(1) a valid shareholder control agreement of the converting corporation provides for approval of a conversion and imposition of personal liability without the consent of all shareholders against whom personal liability is imposed;
(2) the shareholder has consented in writing to the provision of the valid shareholder control agreement; and
(3) the shareholder does not exercise dissenter's rights pursuant to section 302A.471.
Subd. 2.
Consent.
A shareholder does not give the consent required by subdivision 1 merely by consenting to a provision of a shareholder control agreement or any other agreement that permits the shareholder control agreement or any other agreement to be amended with the consent of fewer than all shareholders or parties to the other agreement.
History:
2014 c 157 art 2 s 17,31; 2015 c 39 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.701 — Methods Of Dissolution.

302A.701 METHODS OF DISSOLUTION.
A corporation may be dissolved:
(a) before the issuance of shares, pursuant to section 302A.711;
(b) after the issuance of shares, pursuant to sections 302A.721 to 302A.7291;
(c) by order of a court pursuant to sections 302A.741 to 302A.765; or
(d) by the secretary of state according to section 302A.821.
History:
1981 c 270 s 98; 1991 c 49 s 21; 1995 c 128 art 3 s 3; 2008 c 233 art 1 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.711 — Voluntary Dissolution Before Issuance Of Shares.

302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.
Subdivision 1.
Manner.
A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section.
Subd. 2.
Articles of dissolution.
(a) A majority of the incorporators or directors shall sign articles of dissolution containing:
(1) the name of the corporation;
(2) the date of incorporation;
(3) a statement that shares have not been issued;
(4) a statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and
(5) a statement that no debts remain unpaid.
(b) The articles of dissolution shall be filed with the secretary of state.
Subd. 3.
Effective date.
When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.
Subd. 4.
Certificate.
The secretary of state shall issue to the dissolved corporation or its legal representative a certificate of dissolution that contains:
(a) the name of the corporation;
(b) the date the articles of dissolution were filed with the secretary of state; and
(c) a statement that the corporation is dissolved.
History:
1981 c 270 s 99; 1993 c 17 s 55,56; 2011 c 106 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.721 — Voluntary Dissolution After Issuance Of Shares.

302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES.
Subdivision 1.
Manner.
After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section.
Subd. 2.
Notice; approval.
(a) If the corporation has outstanding shares:
(1) Written notice shall be given to each shareholder, whether or not entitled to vote at a meeting of shareholders, within the time and in the manner provided in section 302A.435 for notice of meetings of shareholders and, whether the meeting is a regular or a special meeting, shall state that a purpose of the meeting is to consider dissolving the corporation.
(2) The proposed dissolution shall be submitted for approval at a meeting of shareholders. If the proposed dissolution is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, the dissolution shall be commenced.
(b) If the corporation no longer has any outstanding shares, then the directors may authorize and commence the dissolution. If the directors take that action, then the notice of dissolution filed under section 302A.723 shall so reflect and the directors shall have the right to revoke the dissolution proceedings in accordance with section 302A.731, subdivision 1.
History:
1981 c 270 s 100; 1982 c 497 s 58; 2008 c 233 art 1 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 302A — Business Corporations › Section 302A.723 — Filing Notice Of Intent To Dissolve; Effect.

302A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.
Subdivision 1.
Contents.
If dissolution of the corporation is approved pursuant to section 302A.721, subdivision 2, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice shall contain:
(a) the name of the corporation;
(b) the date and place of the meeting at which the resolution was approved pursuant to section 302A.721, subdivision 2; and
(c) a statement that the requisite vote of the shareholders was received, or that the requisite shareholders entitled to vote signed a written action.
Subd. 2.
Winding up.
When the notice of intent to dissolve has been filed with the secretary of state, and subject to section 302A.731, the corporation shall cease to carry on its business, except to the extent necessary for the winding up of the corporation. The shareholders shall retain the right to revoke the dissolution proceedings in accordance with section 302A.731 and the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.
Subd. 3.
Remedies continued.
The filing with the secretary of state of a notice of intent to dissolve does not affect any remedy in favor of the corporation or any remedy against it or its directors, officers, or shareholders in those capacities, except as provided in sections 302A.727, 302A.7291, and 302A.781.
History:
1981 c 270 s 101; 1982 c 497 s 59; 1991 c 49 s 22; 2004 c 199 art 14 s 29