Subdivision 1. Continuation of legal acts. The continuation or completion of any act by a corporation that has not incorporated under, but has become governed by, this chapter, and the continuation or performance of any executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, shall, if otherwise lawful before the corporation became governed by this chapter, remain valid, and may be continued, completed, consummated, enforced, or terminated as required or permitted by a statute applicable prior to the date on which the corporation became governed by this chapter.
Subd. 2. Transition of preemptive rights. For purposes of denial of preemptive rights under section 302A.413, subdivision 1, the articles of a corporation formed under chapter 301 shall be construed to deny completely preemptive rights for all shares, rights to purchase shares, securities other than shares or rights to purchase securities other than shares, if those articles deny shareholders the preemptive right to purchase or subscribe to shares.
Subd. 3. Perpetual duration granted for chapter 300 corporations. (a) All corporations formed under chapter 300 and governed by this chapter pursuant to section 302A.021, subdivision 7a, are granted perpetual duration irrespective of the period of duration set forth in their articles of incorporation. This grant may be modified in the articles as authorized under section 302A.111, subdivision 2, paragraph (b).
(b) All corporations formed under chapter 300 and governed by this chapter pursuant to section 47.13, are granted perpetual duration irrespective of the period of duration set forth in their certificates of incorporation. This grant may be modified in the certificate of incorporation as authorized under section 47.12, subdivision 2, paragraph (a), clause (3).
1981 c 270 s 3; 1984 c 618 s 10; 2005 c 69 art 1 s 19
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.