reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.05 — Sequestration; Receiver; Distribution.

316.05 SEQUESTRATION; RECEIVER; DISTRIBUTION.
Upon complaint of a person obtaining judgment against a corporation, or the person's representatives, made after the return unsatisfied of an execution issued thereon, the court may sequestrate the stock, property, things in action, and effects of such corporation and appoint a receiver of the same; and, upon final judgment upon any such complaint, the court shall order the property remaining, or the proceeds thereof, to be disposed of under its direction, proportionately, in the following order:
(1) in payment of the costs and expenses of the receivership;
(2) debts due the United States and the state of Minnesota, if any;
(3) taxes and assessments, if any;
(4) claims duly proved and allowed of employees sustaining injury in the course of their employment and entitled to compensation under the provisions of the Workers' Compensation Act; provided, that claims under this clause shall not be allowed if the corporation carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(5) claims, including cash value of all compensation paid in any medium other than cash, duly proved and allowed of clerks, servants or laborers for services performed within three months preceding the appointment of the receiver, if any; and
(6) other claims duly proved and allowed.
After payment of the expenses of receivership and claims of creditors duly proved, the remainder, if any there be, shall be distributed pro rata among the stockholders proving themselves entitled thereto.
History:
(8013) RL s 3173; 1925 c 224; 1971 c 741 s 1; 1975 c 359 s 23; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.06 — Forfeiture Of Rights; Dissolution.

316.06 FORFEITURE OF RIGHTS; DISSOLUTION.
When any railway company doing business in this state shall charge, demand, or receive unreasonable rates for the transportation of freight or passengers, or when any corporation remains insolvent, neglects or refuses to discharge its notes or other evidences of debt, or suspends its lawful business for one year, or fails to dispose of all its property with or without payment of all its debts, within the time allowed by law for the liquidation of its affairs, or whenever any corporation shall violate any provision of its articles or certificate of incorporation or any law obligatory upon it, such corporation shall forfeit all its rights, privileges, and franchises, and be adjudged to be dissolved. The attorney general shall make complaint against any corporation which shall in any manner violate any provision of this section or commit any act herein recited; and, if upon trial it is found to have committed any such acts, the court shall render judgment of forfeiture and dissolution of the corporation. Upon the trial of any action against a railway company for charging, demanding, or receiving unreasonable rates for transportation of freight or passengers, the court or jury shall find specially as to the truth of such allegations.
History:
(8014) RL s 3174
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.07 — Dissolution On Petition Of Corporation.

316.07 DISSOLUTION ON PETITION OF CORPORATION.
A majority in number or interest of the members of a corporation, desiring to close their concerns and dissolve the corporation, may present a petition to the district court in the county of its principal place of business, setting forth the name of the corporation; when and by or under what law it was incorporated; the names and addresses of the bondholders, stockholders, or members; the amount of the authorized capital stock, and the amount of capital stock actually paid in; and if not then transacting business, when it ceased so to do; the amount of its indebtedness; the amount and character of its personal property; and the amount and description of its real estate. It shall also state the grounds upon which dissolution is sought and the interest of the petitioner, and pray for proper relief; provided, however, that when any corporation now or hereafter organized under any law of this state having capital stock actually paid in exceeding the sum of $40,000, and has heretofore or shall hereafter continue in the business for which it was incorporated for more than three years, and in the carrying out of such business has sustained losses whereby the capital stock so paid in has become impaired so as to be worth at least 25 percent less than its par value, then, and in any such case, the district court shall have power, and is hereby given power, to dissolve any such corporation upon petition of stockholders owning not less than 40 percent of such capital stock so paid in; provided, that such stockholders so petitioning shall have paid the full value of their stock.
History:
(8015) RL s 3175; 1909 c 276 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.08 — Hearing; Notice.

316.08 HEARING; NOTICE.
Upon the presentation of such petition, the court shall fix a time and place for hearing thereon, and order three weeks' published notice thereof to be given, and such other notice to parties interested as it may deem proper. At the time and place so fixed the court shall hear the allegations and evidence of all parties interested; and, if any of the grounds specified in the petition is sustained, shall adjudge the corporation dissolved, and appoint a receiver to close its affairs.
History:
(8016) RL s 3176
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.09 — Certified Copy Of Order Filed.

316.09 CERTIFIED COPY OF ORDER FILED.
A certified copy of the order or judgment of dissolution shall be filed for record with the secretary of state and thereafter recorded with the county recorder of the county of the principal place of business of the corporation, and the dissolution of the corporation shall not be deemed complete until such copy is so filed and recorded.
History:
(8017) RL s 3176; 1917 c 383 s 1; 1976 c 181 s 2; 2005 c 4 s 54
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.10 — State Interested, Proceedings.

316.10 STATE INTERESTED, PROCEEDINGS.
Whenever, in any action or proceeding to dissolve a corporation, it shall appear at any stage of the proceedings that the state is, or is likely to be, interested therein, or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition be served upon the attorney general in the manner of serving a summons in a civil action; and the attorney general shall intervene in any such proceeding when in the attorney general's opinion the public interest requires it, whether so notified or not.
History:
(8018) RL s 3177; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.11 — Receiver, Appointment, Duties.

316.11 RECEIVER, APPOINTMENT, DUTIES.
In any action or proceeding to dissolve a corporation, the court, at any time before judgment, or within three years after judgment, of dissolution, may appoint a receiver to take charge of its estate and effects and to collect the debts and property due and belonging to it, with, in addition to the powers set forth in chapter 576, power to prosecute and defend actions in its name or otherwise, to appoint agents, and do all other acts necessary to the final settlement of the unfinished business of the corporation which it might do if in being. The power of such receiver shall continue so long as the court deems necessary for such purposes. The receiver shall pay all debts due from the corporation, if the funds in hand are sufficient therefor; and, if not, the assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51. After payment of the expenses of the receivership and claims of creditors duly proved, the remaining assets, if any, shall be distributed to the shareholders in accordance with section 302A.551, subdivision 4. Every receiver appointed under the provisions of this section shall give bond as required by section 576.27 in such amount as the court shall require, with sureties approved by it.
History:
(8019) RL s 3178; 1986 c 444; 2012 c 143 art 3 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.12 — Insolvent Banks And Insurance Companies.

316.12 INSOLVENT BANKS AND INSURANCE COMPANIES.
When any insurance company or any corporation having banking powers, or the power to make loans on pledges or deposits, becomes insolvent or unable to pay its debts, or neglects or refuses to pay its notes or evidences of debt on demand, or violates any provision of the act under which it was incorporated, or of any other law obligatory upon it, the court may, by injunction, restrain it and its officers from exercising any of its corporate rights, privileges, and franchises, and from collecting or receiving any debts or demands, and from paying out or in any way transferring or delivering to any person any of its moneys, property, or effects, until otherwise ordered by the court.
History:
(8020) RL s 3179
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.13 — Forfeiture Of Charter; Receiver; Suit By Creditor.

316.13 FORFEITURE OF CHARTER; RECEIVER; SUIT BY CREDITOR.
Such injunction may be issued on the complaint of the attorney general in behalf of the state, or of any creditor or stockholder of the corporation. When it issues against a bank for any violation of its charter, on complaint of a creditor, the court shall proceed to final judgment, and, if the proof be sufficient, adjudge a forfeiture, notwithstanding such creditor may settle with the corporation and relinquish a claim against it. In such cases the attorney general or a creditor may appear and prosecute the action, which shall not be discontinued if either of them so appears and prosecutes the same. At any stage of the proceedings the court may appoint one or more receivers to take charge of the property and effects of such corporation. If the injunction be upon application of a creditor of a corporation whose directors or stockholders are liable by law for the payment of such debts in any event or contingency, such directors or stockholders, or any of them, may be made parties to the action, either at the time of filing the complaint or at any subsequent time when it becomes necessary to enforce such liability.
History:
(8021) RL s 3180; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.14 — Unpaid Stock Subscription.

316.14 UNPAID STOCK SUBSCRIPTION.
When the property of any corporation is insufficient to pay its debts, upon application of a creditor the court shall order the payment by each stockholder of the amount, if any, unpaid on the shares held, or such portion thereof as may be necessary to satisfy the corporate debts, and when necessary may direct the receiver to enforce such order by appropriate proceedings; and, on application of a stockholder, the court may make such order as will equalize the payments made by stockholders for their stock, and in like manner the court may enforce any liability of directors and officers.
History:
(8022) RL s 3181; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.15 — Order Limiting Time To Present Claims; Extension.

316.15 ORDER LIMITING TIME TO PRESENT CLAIMS; EXTENSION.
The court, upon adjudication of dissolution, shall therein limit the time in which creditors may present claims against the corporation, which shall not be less than six months, nor more than one year, from its date, and fix the time and place when and where it will examine and adjust the same. No claim or demand shall be received or allowed after the expiration of the time so limited, except by permission of the court for good cause shown and upon notice to the receiver, but in no case unless presented within 18 months from the date of adjudication and before final settlement.
History:
(8023) RL s 3182
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.16 — Notice Of Hearing.

316.16 NOTICE OF HEARING.
Three weeks' published notice of such order of hearing shall be given, which shall require all creditors to present their claims, duly verified, within the time limited, or be precluded from participation in any distribution of corporate property thereafter made.
History:
(8024) RL s 3183
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.17 — Enforcement Of Stockholders' Liability; Hearing; Notice Of.

316.17 ENFORCEMENT OF STOCKHOLDERS' LIABILITY; HEARING; NOTICE OF.
When it shall be made to appear by the petition of a receiver or assignee of a corporation, or of any creditor thereof whose claim has been filed, that any constitutional, statutory, or other liability of stockholders or directors, or both, exists, and that it is necessary to resort to the same, the court shall appoint a time for hearing, not less than 30 nor more than 60 days thereafter, and order such notice thereof to be served on each person against whom such liability is claimed in the same manner a summons is served in a civil action, and said notice shall also be published as the court shall order. Such notice shall specify, in a general way, the nature of the liability claimed in the petition and the amount thereof against the person upon whom it is so served. When the receiver is not the petitioner, personal notice shall be given to the receiver.
History:
(8025) RL s 3184; 1925 c 273 s 1; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.18 — Hearing; Evidence; Order For Assessment.

316.18 HEARING; EVIDENCE; ORDER FOR ASSESSMENT.
Upon such hearing, after proof of due service of notice, the court shall receive and consider such evidence, by affidavit or otherwise, as may be presented by the receiver, or by any creditor, officer, or stockholder, appearing in person or by attorney, but such evidence shall be the best available under the circumstances of each case, upon the following points:
(1) the nature and probable extent of the indebtedness of the corporation;
(2) the probable expense of the receivership;
(3) the probable amount of available assets; and
(4) the parties liable as stockholders, the nature and extent of the liability of each, and their probable solvency or responsibility.
If it appears that the available assets, or such amount as may be realized therefrom within a reasonable time, will be insufficient to pay such expenses and indebtedness in full and without delay, the court shall order a ratable assessment upon all parties liable as stockholders, or upon account of any stock of such corporation, for such amount, proportion, or percentage of such liability upon or on account of each share of such stock as it shall deem proper, considering the probable solvency and responsibility of the stockholders and the probable expense of collecting such assessment, and shall direct payment of the amount so assessed against each share of such stock to the assignee or receiver, within the time specified in such order. No assessment shall be made against any stockholder for any liability of any corporation incurred outside of the scope of the powers of such corporation, or of the officers thereof incurring the same, unless such stockholder shall have been found by the court to have consented thereto.
History:
(8026) RL s 3185; 1925 c 272 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.19 — Enforcement Of Stockholders' Liability; Hearing; Order.

316.19 ENFORCEMENT OF STOCKHOLDERS' LIABILITY; HEARING; ORDER.
Such order shall authorize and direct the assignee or receiver to collect the amount so assessed, and, on failure of any one liable to such assessment to pay the same within the time prescribed, to prosecute an action against the nonpayer, whether resident or nonresident, and wherever found. Such order shall be conclusive as to all matters relating to the amount, propriety, and necessity of the assessment, against such parties as shall have been served with notice of the receiver's petition for assessment, as provided in section 316.17, except that the defense of ultra vires set forth in section 316.18 may be interposed by any stockholder in any suit for any such assessment and if maintained shall diminish the liability of such stockholder in the proportion that the liabilities determined to be ultra vires shall bear to the total liabilities of such corporation.
History:
(8027) RL s 3186; 1925 c 272; 1931 c 205 s 1; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.20 — Action For Assessments.

316.20 ACTION FOR ASSESSMENTS.
Upon expiration of the time specified in the order for the payment of assessments, the assignee or receiver shall commence action against every party so assessed and failing to pay, wherever the nonpayer or any property subject to process in such action is found, unless the assignee or receiver shall report to the court a belief that such stockholder be insolvent, or that the expenses of the prosecution will probably exceed the amount likely to be collected, in which case the court, unless satisfied to the contrary, shall order action suspended as to such party; provided, that no action shall be commenced to collect the amount of any such assessment unless commenced within two years after the insolvency of the corporation and the appointment of a receiver or assignee.
History:
(8028) RL s 3187; 1931 c 205 s 2; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.21 — Additional Assessments, How Levied; Joinder Of Causes.

316.21 ADDITIONAL ASSESSMENTS, HOW LEVIED; JOINDER OF CAUSES.
When, at any time after an assessment for an amount less than the maximum stockholder's liability has been levied, it shall appear, by petition or otherwise, and after hearing, as hereinbefore provided, that by reason of the insolvency of stockholders, or for any other cause, it is necessary, or for the interest of creditors, that a further assessment be levied, the court shall order the same for such amount, proportion or percentage as it may deem proper; and, in the same manner and with like effect, at any time thereafter may levy additional assessments, not exceeding in the aggregate the maximum stockholder's liability. When two or more assessments shall have been levied, the assignee or receiver may recover therefor in a single action, or, unless otherwise directed, may maintain a separate action against each stockholder for each successive assessment.
History:
(8029) RL s 3188
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.22 — Proceedings On Failure Of Assignee Or Receiver To Prosecute.

316.22 PROCEEDINGS ON FAILURE OF ASSIGNEE OR RECEIVER TO PROSECUTE.
If the assignee or receiver shall neglect to begin an action against any stockholder who has failed to pay an assessment, and is not excepted from the present operation of such order, or to diligently prosecute the same, any stockholder who has paid an assessment in full, or any creditor, may petition the court to order such assignee or receiver to prosecute such action against such delinquent stockholder, or to permit such petitioner to begin and maintain or to continue any such action already begun, in the name of such assignee or receiver, for the benefit of such estate; and, if the petitioner shall furnish such security for costs and expenses as the court may direct, it shall either require the assignee or receiver to prosecute such action forthwith, or permit the petitioner to begin and prosecute, or continue the prosecution of the same.
History:
(8030) RL s 3189; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.23 — Surplus To Be Divided Among Stockholders.

316.23 SURPLUS TO BE DIVIDED AMONG STOCKHOLDERS.
When, after the payment of all expenses of such assignment or receivership and all indebtedness of and claims allowed against such corporation, any surplus money or property remains in the hands of the assignee or receiver, the same shall be equitably distributed, under the direction of the court, among the stockholders who have paid their assessments. Any stockholder who has paid assessments, in addition to any remedy herein provided, shall be entitled to enforce contribution from any stockholder who has not paid such assessments, and, for that purpose, shall be subrogated to the rights of the creditors or assignee or receiver of such corporation against every such delinquent stockholder, in such manner and to such extent as may be just and equitable.
History:
(8031) RL s 3190; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 316 — Corporations; Actions Respecting › Section 316.24 — Scope; Chapter Not Applicable.

316.24 SCOPE; CHAPTER NOT APPLICABLE.
Sections 316.01 to 316.23 do not apply to a corporation incorporated under or governed by chapter 302A.
History:
1981 c 270 s 131
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.015 — Legal Recognition Of Electronic Records And Signatures.

317A.015 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
Subdivision 1.
Definitions.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(e) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
Subd. 2.
Electronic records and signatures.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
History:
2002 c 311 art 3 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.031 — Transition; Continuation Of Legal Acts.

317A.031 TRANSITION; CONTINUATION OF LEGAL ACTS.
The continuation or completion of an act by a corporation that is not incorporated under, but has become governed by, this chapter, and the continuation or performance of an executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, is valid if otherwise lawful before the corporation became governed by this chapter. The act may be continued, completed, enforced, or ended as required or permitted by a statute applicable before the date on which the corporation became governed by this chapter.
History:
1989 c 304 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.041 — Reservation Of Right.

317A.041 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal this chapter. A corporation governed by this chapter is subject to this reserved right.
History:
1989 c 304 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.051 — Scope Of Chapter.

317A.051 SCOPE OF CHAPTER.
Subdivision 1.
General.
This chapter does not apply to cooperative associations, public cemetery corporations and associations, and private cemeteries.
Subd. 2.
Religious corporations.
This chapter does not apply to a religious corporation authorized by chapter 315 unless it is formed under this chapter or elects to be governed by this chapter as provided in section 317A.021. Regardless of whether it is formed or elects to be governed by this chapter, a religious corporation may elect to be governed by sections 317A.601 to 317A.671 without electing to come under the entire chapter. If a religious corporation elects to be governed by sections 317A.601 to 317A.671, it shall record its documents with the county recorder of the county where its registered office is located instead of the secretary of state.
History:
1989 c 304 s 6; 2005 c 4 s 56
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.061 — Foreign Nonprofit Corporations; Sections Applicable.

317A.061 FOREIGN NONPROFIT CORPORATIONS; SECTIONS APPLICABLE.
Subdivision 1.
General.
Except for this section and section 317A.651 concerning merger or consolidation, this chapter does not apply to foreign nonprofit corporations.
Subd. 2.
Sections applicable.
(a) Except as provided in paragraph (b), a foreign nonprofit corporation is subject to chapter 303. Unless it complies with chapter 303, a foreign corporation may not transact business in this state.
(b) Sections 303.02, subdivision 2; 303.07; 303.14; 303.16, subdivision 2, clause (6); and 303.22 do not apply to foreign nonprofit corporations.
History:
1989 c 304 s 7; 2017 c 40 art 1 s 109
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.101 — Purposes.

317A.101 PURPOSES.
A corporation may be incorporated under this chapter for any lawful purpose, unless another statute requires incorporation for a purpose under a different law. Unless otherwise limited in its articles, a corporation has a general purpose of engaging in any lawful activity. A corporation engaging in conduct that is regulated by another statute is subject to the limitations of the other statute.
History:
1989 c 304 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.105 — Incorporators.

317A.105 INCORPORATORS.
One or more adult natural persons may act as incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state.
History:
1989 c 304 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.

317A.113 PRIVATE FOUNDATIONS; PROVISIONS CONSIDERED CONTAINED IN ARTICLES.
Subdivision 1.
Provisions required.
The articles of incorporation of a corporation that is a private foundation as defined in section 509(a) of the Internal Revenue Code of 1986 and an instrument governing the use, retention, or disposition by the corporation of its income or property must contain the provisions contained in this section. If the articles and instrument do not contain these provisions, they are considered to have incorporated the language in clauses (1) to (5) with the same effect as though the language was set forth verbatim. Except as provided in subdivision 2, these provisions govern the corporation as to the use, retention, and disposition of its income and property regardless of provisions of the articles or instrument or other law of this state to the contrary:
(1) the corporation shall distribute for each of its taxable years amounts at least sufficient to avoid liability for the tax imposed by section 4942(a) of the Internal Revenue Code of 1986;
(2) the corporation may not engage in an act of "self-dealing" as defined in section 4941(d) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4941(a) of the Internal Revenue Code of 1986;
(3) the corporation may not retain "excess business holdings" as defined in section 4943(c) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4943(a) of the Internal Revenue Code of 1986;
(4) the corporation may not make investments that would jeopardize the carrying out of the exempt purposes of the corporation, within the meaning of section 4944 of the Internal Revenue Code of 1986, so as to give rise to liability for the tax imposed by section 4944(a) of the Internal Revenue Code of 1986; and
(5) the corporation may not make a "taxable expenditure" as defined in section 4945(d) of the Internal Revenue Code of 1986 that would give rise to liability for the tax imposed by section 4945(a) of the Internal Revenue Code of 1986.
Subd. 2.
Exception.
Subdivision 1 does not apply to a corporation if a court of competent jurisdiction determines that the application would be contrary to the terms of an instrument described in subdivision 1 and that the instrument may not properly be changed to conform to subdivision 1.
Subd. 3.
Future references.
A reference in subdivision 1 to a particular section of the Internal Revenue Code of 1986 includes the corresponding provision of a future United States Internal Revenue law.
Subd. 4.
Application.
This section applies to all corporations that could be governed by this chapter, notwithstanding sections 317A.021 and 317A.051.
Subd. 5.
Rights reserved.
This section does not impair the rights and powers of the attorney general or the courts of this state with respect to a corporation.
History:
1989 c 304 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.117 — Reserved Name.

317A.117 RESERVED NAME.
Subdivision 1.
Who may reserve.
A corporate name permitted by section 317A.115 may be reserved in the records of the secretary of state by:
(1) a person doing business in this state under that name;
(2) a person intending to incorporate under this chapter;
(3) a domestic corporation intending to change its name;
(4) a foreign corporation intending to make application for a certificate of authority to transact business in this state;
(5) a foreign corporation authorized to transact business in this state and intending to change its name;
(6) a person intending to incorporate a foreign corporation and intending to have the foreign corporation make application for a certificate of authority to transact business in this state; or
(7) a foreign corporation doing business under that name or a name deceptively similar to that name in a state other than this state and not described in clauses (4) to (6).
Subd. 2.
Method of reservation.
The reservation must be made by filing with the secretary of state a request that the name be reserved. If the name is available for reservation by the applicant, the secretary of state shall reserve the name for the applicant for 12 months. The reservation may be renewed for successive 12-month periods.
Subd. 3.
Transfer of reservation.
The right to a corporate name reserved under this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee.
History:
1989 c 292 s 14; 1989 c 304 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.121 — Registered Office; Registered Agent.

317A.121
MS 2008 [Subds 1 and 2 repealed by amendment, 2010 c 250 art 2 s 17]
317A.121 REGISTERED OFFICE; REGISTERED AGENT.
Every corporation shall have a registered office, and may have a registered agent, in the manner prescribed by section 5.36.
History:
1989 c 304 s 14; 2010 c 250 art 2 s 17
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of Registered Agent.

317A.123
MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 18]
317A.123 CHANGE OF REGISTERED OFFICE OR REGISTERED AGENT; CHANGE OF NAME OF REGISTERED AGENT.
Every corporation may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
History:
1989 c 304 s 15; 1Sp2001 c 10 art 2 s 73; 2010 c 250 art 2 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.131 — Amendment Of Articles.

317A.131 AMENDMENT OF ARTICLES.
The articles of a corporation may be amended to include or modify a provision that is required or permitted to appear in the articles or to omit a provision not required to be included in the articles. When articles are amended to restate them, the name and address of each incorporator may be omitted. Unless otherwise provided in this chapter, the articles may be amended or modified only under sections 317A.133 and 317A.139.
History:
1989 c 304 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.133 — Procedure For Amendment Of Articles.

317A.133 PROCEDURE FOR AMENDMENT OF ARTICLES.
Subdivision 1.
Approval by incorporators or board.
A majority of incorporators may amend the articles by written action if no directors are named in the original articles, if no directors have been elected, and if there are no members with voting rights. A majority of all directors may amend the articles if there are no members with voting rights, if members with voting rights have authorized the board to amend the articles under subdivision 3, or if the amendment merely restates the existing articles, as amended. Notice of the meeting and of the proposed amendment must be given to the board. An amendment restating the existing articles may, but need not, be submitted to and approved by the members with voting rights as provided in subdivision 2.
Subd. 2.
Approval by board and members with voting rights.
Amendments to the articles must be approved by the affirmative vote of a majority of all directors and by the members with voting rights. If an amendment is initiated by the directors, proper notice of the proposed amendment must precede a meeting of the members with voting rights at which the amendment will be considered and must include the substance of the proposed amendment. If an amendment is proposed and approved by the members with voting rights, those members may demand a special board meeting within 60 days for consideration of the proposed amendment if a regular board meeting would not occur within 60 days.
Subd. 3.
Approval by board where members have voting rights.
(a) The members with voting rights may authorize the board of directors, subject to paragraph (c), to exercise from time to time the power of amendment of the articles without approval of the members with voting rights.
(b) When the members with voting rights have authorized the board of directors to amend the articles, the board of directors, by the affirmative vote of a majority of all directors, unless the articles, bylaws, or the members' resolution authorizing the board action require a greater vote, may amend the articles at a meeting of the board. Notice of the meeting and of the proposed amendment must be given to the board.
(c) The members with voting rights may prospectively revoke the authority of the board to exercise the power of the members to amend the articles at a meeting duly called for that purpose.
Subd. 4.
Restriction of approval methods.
Articles or bylaws may require greater than majority approval by the board or approval by greater than a majority of a quorum of the members with voting rights for an action under this section and may limit or prohibit the use of mail ballots by members with voting rights.
Subd. 5.
Approval of class.
The articles or bylaws may provide that an amendment also must be approved by the members of a class.
History:
1989 c 304 s 17; 1990 c 488 s 9-12; 2010 c 250 art 1 s 15-17; 2017 c 17 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.139 — Articles Of Amendment.

317A.139 ARTICLES OF AMENDMENT.
When an amendment has been adopted, articles of amendment must be prepared that contain:
(1) the name of the corporation;
(2) the amendment adopted;
(3) with respect to an amendment restating the articles, a statement that the amendment correctly sets forth without change the corresponding provisions of the articles as previously amended, if the amendment was approved only by the board; and
(4) a statement that the amendment has been adopted under this chapter.
History:
1989 c 304 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.141 — Effect Of Amendment.

317A.141 EFFECT OF AMENDMENT.
Subdivision 1.
Effect on cause of action.
An amendment does not affect an existing cause of action in favor of or against the corporation, a pending suit to which the corporation is a party, nor the existing rights of persons other than members.
Subd. 2.
Effect of change of name.
If the corporate name is changed by the amendment, a suit brought by or against the corporation under its former name does not abate for that reason.
Subd. 3.
Effect of amendments restating articles.
When effective under section 317A.151, an amendment restating the articles in their entirety supersedes the original articles and amendments to the original articles.
Subd. 4.
Effect of amendments on charitable trust assets.
Assets held by a corporation, including income or fees from services, are restricted to the uses and purposes for which the property was received and held.
History:
1989 c 304 s 19; 1997 c 222 s 42
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.151 — Filing; Effective Date Of Articles.

317A.151 FILING; EFFECTIVE DATE OF ARTICLES.
Subdivision 1.
Filing required.
Articles of incorporation and articles of amendment must be filed with the secretary of state.
Subd. 2.
Effective date.
Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $70, which includes a $35 incorporation fee in addition to the $35 filing fee required by section 317A.011, subdivision 8. Articles of amendment are effective when filed with the secretary of state or at another time within 31 days after filing if the articles of amendment so provide.
History:
1989 c 304 s 20; 1989 c 335 art 1 s 204
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.155 — Presumption; Certificate Of Incorporation.

317A.155 PRESUMPTION; CERTIFICATE OF INCORPORATION.
When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated, and the secretary of state shall issue a certificate of incorporation to the corporation. This presumption does not apply against this state in a proceeding to cancel or revoke the certificate of incorporation or to compel the involuntary dissolution of the corporation.
History:
1989 c 304 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.163 — Corporate Seal.

317A.163 CORPORATE SEAL.
Subdivision 1.
Seal not required.
A corporation may, but need not, have a corporate seal. The use or nonuse of a corporate seal does not affect the validity, recordability, or enforceability of a document or act. If a corporation has a corporate seal, the use of the seal by the corporation on a document is not necessary.
Subd. 2.
Required words; use.
If a corporation has a corporate seal, the seal may consist of a mechanical imprinting device, or a rubber stamp with a facsimile of the seal affixed on it, or a facsimile or reproduction of either. The seal may include a part or all of the name of the corporation and a combination, derivation, or abbreviation of either or both of the phrases "a Minnesota Nonprofit Corporation" and "Corporate Seal." If a corporation has a corporate seal, it or a facsimile of it may be affixed, engraved, printed, placed, stamped with indelible ink, or in any other manner reproduced on any document.
History:
1989 c 304 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.

317A.165 EFFECT OF LACK OF POWER; ULTRA VIRES.
Subdivision 1.
General.
Except as provided in this section, the doing, continuing, or performing by a corporation of an act, or an executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, if otherwise lawful, is not invalid because the corporation was without the power under this chapter or its articles or bylaws to do, continue, or perform the act, contract, conveyance, or transfer.
Subd. 2.
Action by member.
At least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may bring an action against the corporation to enjoin the doing, continuing, or performing of an unauthorized act, contract, conveyance, or transfer. If the unauthorized act, continuation, or performance sought to be enjoined is being, or to be, performed or made pursuant to a contract to which the corporation is a party, the court may, if just and reasonable in the circumstances, set aside and enjoin the performance of the contract and allow to the corporation or to the other parties to the contract compensation for the loss or damage sustained as a result of the action of the court in setting aside and enjoining the performance of the contract.
Subd. 3.
Action by corporation.
The corporation may bring an action, directly or through a director or member with voting rights in a representative or derivative suit, against the incumbent or former officers or directors of the corporation for exceeding or violating their authority.
History:
1989 c 304 s 24
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.171 — Organization.

317A.171 ORGANIZATION.
Subdivision 1.
Role of incorporators.
If the first board is not named in the articles, the incorporators may elect the first board or may act as directors with the powers, rights, duties, and liabilities of directors, until directors are elected. Upon the election and qualification of the first director, the power of the incorporator or incorporators terminates. If the persons who are to serve as directors until the first annual meeting have been named in the articles of incorporation, the power of the incorporator or incorporators to act for the corporation terminates upon filing of the articles.
Subd. 2.
Meeting.
After the issuance of the certificate of incorporation, the incorporators or the directors named in the articles shall, within a reasonable time, hold an organizational meeting at the call of a majority of the incorporators or of the directors named in the articles, or take written action, for the purposes of electing directors, transacting business, and taking actions necessary or appropriate to complete the organization of the corporation. If a meeting is held, the persons calling the meeting shall give at least three days' notice of the meeting to each incorporator or director named, stating the date, time, and place of the meeting.
History:
1989 c 304 s 25; 2017 c 17 s 3,4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.201 — Board.

317A.201 BOARD.
The business and affairs of a corporation must be managed by or under the direction of a board of directors. All directors are entitled to vote and have equal rights and preferences except as otherwise provided in the articles or bylaws. The members of the first board may be named in the articles, designated or appointed pursuant to the articles, or elected by the incorporators under section 317A.171.
History:
1989 c 304 s 27; 1990 c 488 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.203 — Number.

317A.203 NUMBER.
A board of directors must consist of three or more individuals, with the number specified in or fixed in accordance with the articles or bylaws. Notwithstanding section 317A.227, if the power to elect or appoint directors is vested in the board of directors and if the number of directors is fewer than three, or such greater minimum number set forth in the articles or bylaws, a majority of the directors in office may appoint or elect the number of additional directors necessary to increase the board to three directors or such greater minimum set forth in the articles or bylaws.
History:
1989 c 304 s 28; 2001 c 208 s 21; 2010 c 250 art 1 s 20; 2017 c 17 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.205 — Qualifications; Election.

317A.205 QUALIFICATIONS; ELECTION.
The qualifications and method of election or appointment of directors may be imposed by or in the manner provided in the articles or bylaws, provided that directors must be natural persons and a majority of the directors must be adults. The articles or bylaws may provide for ex officio directors who are directors because they hold another office or position.
History:
1989 c 304 s 29; 1990 c 488 s 15