Subdivision 1. Election by chapter 300 corporations. A corporation incorporated under chapter 300 that has not subsequently become governed by chapter 301 and that was incorporated for a purpose or purposes for which a corporation may be incorporated under this chapter may elect to become governed by this chapter.
Subd. 2. Election by business and professional corporations. A corporation incorporated under sections 301.01 to 301.67 may elect, on or after July 1, 1981 and before January 1, 1984, to become governed by this chapter. A corporation incorporated under sections 301.01 to 301.67 and 319A.01 to 319A.22 may elect, on or after July 1, 1981 and before January 1, 1984, to become governed by this chapter and sections 319A.01 to 319A.22.
Subd. 3. Conforming articles of electing corporations. If the articles of an electing corporation include a provision prohibited by this chapter or omit a provision required by this chapter or are otherwise inconsistent with this chapter, the electing corporation shall amend its articles to conform to the requirements of this chapter. The appropriate provisions of the corporation's articles or bylaws or the law by which it was governed before the effective date of the election made pursuant to this section control the manner of adoption of the amendment.
Subd. 4. Method of election. An election by a corporation to become governed by this chapter shall be made by resolution approved by the affirmative vote of the holders of the same proportion or number of the voting power of the shares entitled to vote that is required for amendment of the articles of the corporation prior to the election. The resolution, and articles of amendment if required, shall be filed with the secretary of state and is effective upon filing. If no amendment of the articles is required, the resolution shall state that the articles of the corporation conform to the requirements of this chapter.
Subd. 5. Effect of election upon bylaws. Upon filing an election pursuant to subdivision 4, all provisions of the bylaws that are consistent with this chapter remain or become effective and all provisions of the bylaws that are inconsistent with this chapter cease to be effective.
Subd. 6. Choice of incorporation until January 1, 1984. From July 1, 1981 to December 31, 1983, inclusive, a corporation incorporated for a purpose or purposes for which a corporation may be incorporated under this chapter may be incorporated either under this chapter or under sections 301.01 to 301.67, or, if applicable, sections 301.01 to 301.67 and 319A.01 to 319A.22.
Subd. 7. Nonelecting business corporations subject to law as of January 1, 1984. A corporation in existence on January 1, 1984 and incorporated under another statute of this state for a purpose or purposes for which a corporation may be incorporated under this chapter or, if applicable, this chapter and chapter 319A, other than a corporation incorporated under chapter 300 that has not subsequently become governed by chapter 301, that has not elected before January 1, 1984 to become subject to this chapter, becomes governed by this chapter or, if applicable, this chapter and chapter 319A, on January 1, 1984 as fully as though the corporation had been incorporated under this chapter or, if applicable, this chapter and chapter 319A. All provisions of the articles and bylaws of the corporation that may be included in the articles or bylaws under this chapter remain in effect. All provisions of the articles and bylaws of the corporation that are inconsistent with this chapter cease to be effective on January 1, 1984. Any provisions required by this chapter to be contained in the articles that do not appear in the articles are read into them as a matter of law.
Subd. 7a. Chapter 300 corporation subject to law as of August 1, 2006. A corporation incorporated under chapter 300 in existence on August 1, 2006, becomes governed by this chapter on August 1, 2006, as fully as though the corporation had been incorporated under this chapter, except as specifically otherwise provided by law.
Subd. 8. Retention of two-thirds majority. (a) If the articles of a corporation described in subdivision 1 or 2 and electing to become governed by this chapter or, if applicable, this chapter and chapter 319A, or described in subdivision 7, do not contain a provision specifying the proportion of the voting power of the shares required for approval of amendments to the articles, plans of merger or exchange, or sales of assets, a shareholder or shareholders holding more than one-third of the voting power of all the shares entitled to vote for any or all of the above mentioned actions may, by signed written demand filed with the secretary of state, amend the articles of the corporation to include a provision requiring the approval of the holders of two-thirds of the voting power of the shares entitled to vote for any or all of the above mentioned actions for which no required majority was specified, notwithstanding any provisions of section 302A.135, 302A.613 or 302A.661 to the contrary. Notice that the demand has been filed shall be given by the shareholder to an officer of the corporation, but failure to give the notice does not invalidate the demand.
(b) A shareholder or shareholders holding more than one-third of the voting power of the shares entitled to vote for dissolution of a corporation described in subdivision 1 or 2 and electing to become governed by this chapter or, if applicable, this chapter and chapter 319A, or described in subdivision 7, may, by signed written demand filed with the secretary of state, amend the articles of the corporation to include a provision requiring the approval of the holders of two-thirds of the voting power of the shares for the authorization of the dissolution of the corporation, notwithstanding the provisions of section 302A.721. Notice that the demand has been filed shall be given by the shareholder to an officer of the corporation, but failure to give the notice does not invalidate the demand.
(c) A signed written demand by the shareholders of a corporation pursuant to paragraph (a) or (b) is valid only if filed with the secretary of state before January 1, 1984 or, in the case of a corporation described in subdivision 7, before April 1, 1984.
Subd. 9. Incorporation after January 1, 1984. Effective January 1, 1984, a corporation incorporated for a purpose or purposes for which a corporation may be incorporated under this chapter shall be incorporated only under this chapter.
Subd. 10. Laws not to apply. Chapters 301, 316, and 556 do not apply to a corporation incorporated under or governed by this chapter.
1981 c 270 s 2; 1982 c 497 s 10-13; 2005 c 69 art 1 s 17,18; 2014 c 227 art 2 s 16
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 302A — Business Corporations
Section 302A.011 — Definitions.
Section 302A.015 — Legal Recognition Of Electronic Records And Signatures.
Section 302A.021 — Application And Election.
Section 302A.031 — Transition.
Section 302A.041 — Reservation Of Right.
Section 302A.105 — Incorporators.
Section 302A.115 — Corporate Name.
Section 302A.117 — Reserved Name.
Section 302A.121 — Registered Office; Registered Agent.
Section 302A.131 — Amendment Of Articles.
Section 302A.133 — Procedure For Amendment When No Shares Are Outstanding.
Section 302A.135 — Procedure For Amendment After Issuance Of Shares.
Section 302A.137 — Class Or Series Voting On Amendments.
Section 302A.139 — Articles Of Amendment.
Section 302A.141 — Effect Of Amendment.
Section 302A.151 — Filing Articles.
Section 302A.153 — Effective Date Of Articles.
Section 302A.155 — Presumption; Certificate Of Incorporation.
Section 302A.163 — Corporate Seal.
Section 302A.165 — Effect Of Lack Of Power; Ultra Vires.
Section 302A.171 — Organization.
Section 302A.191 — Forum Selection Provisions.
Section 302A.205 — Qualifications; Election.
Section 302A.209 — Acts Not Void Or Voidable.
Section 302A.211 — Compensation.
Section 302A.213 — Classification Of Directors.
Section 302A.215 — Voting For Directors; Cumulative Voting.
Section 302A.221 — Resignation.
Section 302A.223 — Removal Of Directors.
Section 302A.231 — Board Meetings.
Section 302A.233 — Absent Directors.
Section 302A.237 — Act Of The Board.
Section 302A.239 — Action Without Meeting.
Section 302A.241 — Committees.
Section 302A.251 — Standard Of Conduct.
Section 302A.255 — Director Conflicts Of Interest.
Section 302A.301 — Officers Required.
Section 302A.305 — Duties Of Required Officers.
Section 302A.311 — Other Officers.
Section 302A.315 — Multiple Offices.
Section 302A.321 — Officers Deemed Elected.
Section 302A.331 — Contract Rights.
Section 302A.341 — Resignation; Removal; Vacancies.
Section 302A.351 — Delegation.
Section 302A.361 — Standard Of Conduct.
Section 302A.401 — Authorized Shares.
Section 302A.402 — Share Dividends, Divisions, And Combinations.
Section 302A.403 — Subscriptions For Shares.
Section 302A.405 — Consideration For Shares; Value And Payment; Liability.
Section 302A.409 — Rights To Purchase.
Section 302A.413 — Preemptive Rights.
Section 302A.417 — Share Certificates; Issuance And Contents; Uncertificated Shares.
Section 302A.419 — Lost Share Certificates; Replacement.
Section 302A.423 — Fractional Shares.
Section 302A.425 — Liability Of Subscribers And Shareholders With Respect To Shares.
Section 302A.429 — Restriction On Transfer Or Registration Of Securities.
Section 302A.431 — Regular Meetings Of Shareholders.
Section 302A.433 — Special Meetings Of Shareholders.
Section 302A.436 — Remote Communications For Shareholder Meetings.
Section 302A.437 — Act Of The Shareholders.
Section 302A.439 — Contractual Requirement To Submit Matter To Shareholders.
Section 302A.441 — Action Without A Meeting.
Section 302A.445 — Voting Rights.
Section 302A.447 — Voting Of Shares By Organizations And Legal Representatives.
Section 302A.453 — Voting Trusts.
Section 302A.455 — Shareholder Voting Agreements.
Section 302A.457 — Shareholder Control Agreements.
Section 302A.461 — Books And Records; Inspection.
Section 302A.463 — Financial Statements.
Section 302A.467 — Equitable Remedies.
Section 302A.471 — Rights Of Dissenting Shareholders.
Section 302A.473 — Procedures For Asserting Dissenters' Rights.
Section 302A.501 — Loans; Guarantees; Suretyship.
Section 302A.521 — Indemnification.
Section 302A.551 — Distributions.
Section 302A.553 — Power To Acquire Shares.
Section 302A.557 — Liability Of Shareholders For Illegal Distributions.
Section 302A.559 — Liability Of Directors For Illegal Distributions.
Section 302A.601 — Merger, Exchange, Transfer.
Section 302A.611 — Plan Of Merger Or Exchange.
Section 302A.613 — Plan Approval.
Section 302A.615 — Articles Of Merger Or Exchange; Certificate.
Section 302A.621 — Merger Of Subsidiary.
Section 302A.626 — Merger To Effect A Holding Company Reorganization.
Section 302A.631 — Abandonment.
Section 302A.641 — Effective Date Or Time Of Merger Or Exchange; Effect.
Section 302A.651 — Merger Or Exchange With Foreign Corporation Or Limited Liability Company.
Section 302A.661 — Transfer Of Assets; When Permitted.
Section 302A.671 — Control Share Acquisitions.
Section 302A.673 — Business Combinations.
Section 302A.675 — Takeover Offer; Fair Price.
Section 302A.682 — Conversion.
Section 302A.684 — Action On Plan Of Conversion By Converting Corporation.
Section 302A.686 — Filings Required For Conversion; Effective Date And Time.
Section 302A.691 — Effect Of Conversion.
Section 302A.692 — Restrictions On Approval Of Conversions.
Section 302A.701 — Methods Of Dissolution.
Section 302A.711 — Voluntary Dissolution Before Issuance Of Shares.
Section 302A.721 — Voluntary Dissolution After Issuance Of Shares.
Section 302A.723 — Filing Notice Of Intent To Dissolve; Effect.
Section 302A.725 — Procedure In Dissolution.
Section 302A.7291 — Dissolution Procedure For Corporations That Do Not Give Notice.
Section 302A.731 — Revocation Of Dissolution Proceedings.
Section 302A.734 — Effective Date Of Dissolution; Certificate.
Section 302A.741 — Supervised Voluntary Dissolution.
Section 302A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.
Section 302A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.
Section 302A.755 — Qualifications Of Receivers; Powers.
Section 302A.757 — Action By Attorney General.
Section 302A.759 — Filing Claims In Proceedings To Dissolve.
Section 302A.761 — Discontinuance Of Dissolution Proceedings.
Section 302A.763 — Decree Of Dissolution.
Section 302A.765 — Filing Decree.
Section 302A.781 — Claims Barred; Exceptions.
Section 302A.783 — Right To Sue Or Defend After Dissolution.
Section 302A.791 — Omitted Assets.
Section 302A.821 — Minnesota Corporate Renewal.
Section 302A.901 — Service Of Process On Corporation.
Section 302A.917 — State Interested; Proceedings.
Section 302A.92 — Selection Of Trustees Or Directors By A Corporation Created By Special Act.