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:

• Unless reserved by the articles to the shareholders, the power to adopt, amend, or repeal the bylaws is vested in the board of directors (Minnesota Statutes § 302A.181);
• Unless fixed terms are provided for in the articles or bylaws, 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 unless its articles provide otherwise (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 the greater of a majority of directors present or a majority of the minimum proportion or number of directors that would constitute a quorum 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, or consented to by authenticated electronic communication, by all directors, unless the articles so provide for action by fewer directors (Minnesota Statutes § 302A.239);
• All shares have equal rights and preferences in all matters not otherwise provided by the board, unless and to the extent that the articles have fixed the relative rights and preferences of different classes and series (Minnesota Statutes § 302A.401);
• A shareholder has certain preemptive rights, unless denied or limited in the articles or by the board pursuant to section 302A.401, subdivision 2, clause (b) (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 required by the articles or bylaws or demanded by a shareholder under certain conditions (Minnesota Statutes § 302A.431);
• Unless otherwise provided by law, or a shorter time is provided in the articles or bylaws, 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 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 shares entitled to vote that would constitute a quorum for the transaction of business at the meeting, is required for an action of the shareholders, except where this chapter or the articles require a larger proportion or number, 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);
• A quorum at a shareholders meeting consists of the holders of a majority of the voting power of the shares entitled to vote, unless the articles or bylaws provide for a larger or smaller proportion or number (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. See also: Forming an LLC in Minnesota and Amending the Articles of Incorporation.

For more on corporate governance and company control, see our Company Control practice area.