Forming a Corporation in Minnesota – Other Provisions

Other Provisions

There is no publication (i.e., no “legal advertisement”) requirement for corporations incorporated under Minnesota Statutes Chapter 302A. There is also no statutory minimum capital requirement for these corporations.

There are a number of provisions of Minnesota Statutes Chapter 302A that may be altered or adopted in the articles of incorporation, but that need not appear in the articles in order to properly form a corporation. A brief description of each of these provisions appears in Minnesota Statutes § 302A.111, subdivisions 2, 3 and 4. Some of these provisions include:

  • The power to adopt, amend, or repeal the bylaws is vested in the board of directors (Minnesota Statutes § 302A.181);
  • Directors serve for an indefinite term that expires at the next regular meeting of shareholders (Minnesota Statutes § 302A.207);
  • A corporation must allow cumulative voting for directors (Minnesota Statutes § 302A.215);
  • Absent directors may be permitted to give written consent or opposition to a proposal (Minnesota Statutes § 302A.233);
  • A larger than majority vote may be required for board action (Minnesota Statutes § 302A.237);
  • The affirmative vote of a majority of directors present is required for an action of the board (Minnesota Statutes § 302A.237);
  • A written action by the board taken without a meeting must be signed by all directors (Minnesota Statutes § 302A.239);
  • All shares have equal rights and preferences in all matters not otherwise provided by the board (Minnesota Statutes § 302A.401);
  • A shareholder has certain preemptive rights, unless otherwise provided by the board (Minnesota Statutes § 302A.413);
  • The transfer or registration of transfer of securities may be restricted (Minnesota Statutes § 302A.429);
  • Regular meetings of shareholders need not be held, unless demanded by a shareholder under certain conditions (Minnesota Statutes § 302A.431);
  • Unless otherwise provided by law not less than ten days notice is required for a meeting of shareholders (Minnesota Statutes § 302A.435, subd. 2);
  • The affirmative vote of the holders of a majority of the voting power of the shares represented and voting at a duly held meeting is required for an action of the shareholders, except where this chapter requires the affirmative vote of a majority of the voting power of all voting shares (Minnesota Statutes § 302A.437, subd. 1);
  • A larger than majority vote may be required for shareholder action (Minnesota Statutes § 302A.437);
  • The number of shares required for a quorum at a shareholders meeting is a majority of the voting power of the shares entitled to vote (Minnesota Statutes § 302A.443);
  • 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 (Minnesota Statutes § 302A.439);
  • Indemnification of certain persons is required (Minnesota Statutes § 302A.521).
This post is part of a series of posts on forming a business in Minnesota.