Subdivision 1. Generally; limitations. A corporation has the powers set forth in this section, subject to any limitations provided in any other statute of this state or in its articles.
Subd. 2. Duration. A corporation has perpetual duration.
Subd. 3. Legal capacity. A corporation may sue and be sued, complain and defend and participate as a party or otherwise in any legal, administrative, or arbitration proceeding, in its corporate name.
Subd. 4. Property ownership. A corporation may purchase, lease, or otherwise acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or any interest therein, wherever situated.
Subd. 5. Property disposition. A corporation may sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or otherwise dispose of all or any part of its real or personal property, or any interest therein, wherever situated.
Subd. 6. Trading in securities; obligations. A corporation may purchase, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, or otherwise dispose of and otherwise use and deal in and with, securities or other interests in, or obligations of, a person or direct or indirect obligations of any domestic or foreign government or instrumentality thereof.
Subd. 7. Contracts; mortgages. A corporation may make contracts and incur liabilities, borrow money, issue its securities, and secure any of its obligations by mortgage of or creation of a security interest in all or any of its property, franchises and income.
Subd. 8. Investment. A corporation may invest and reinvest its funds.
Subd. 9. Holding property as security. A corporation may take and hold real and personal property, whether or not of a kind sold or otherwise dealt in by the corporation, as security for the payment of money loaned, advanced, or invested.
Subd. 10. Location. A corporation may conduct its business, carry on its operations, have offices, and exercise the powers granted by this chapter anywhere in the universe.
Subd. 11. Donations. A corporation may make donations, irrespective of corporate benefit, for the public welfare; for social, community, charitable, religious, educational, scientific, civic, literary, and testing for public safety purposes, and for similar or related purposes; for the purpose of fostering national or international amateur sports competition; and for the prevention of cruelty to children and animals.
Subd. 12. Pensions; benefits. A corporation may pay pensions, retirement allowances, and compensation for past services to and for the benefit of, and establish, maintain, continue, and carry out, wholly or partially at the expense of the corporation, employee or incentive benefit plans, trusts, and provisions to or for the benefit of, any or all of its and its related organizations' officers, managers, directors, governors, employees, and agents and, in the case of a related organization that is a limited liability company, members who provide services to the limited liability company, and the families, dependents, and beneficiaries of any of them. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of any of these employee benefit and incentive plans, trusts, and provisions.
Subd. 13. Participating in management. A corporation may participate in any capacity in the promotion, organization, ownership, management, and operation of any organization or in any transaction, undertaking, or arrangement that the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control with or to others.
Subd. 14. Insurance. A corporation may provide for its benefit life insurance and other insurance with respect to the services of any or all of its officers, directors, employees, and agents, or on the life of a shareholder for the purpose of acquiring at the death of the shareholder any or all shares in the corporation owned by the shareholder.
Subd. 15. Corporate seal. A corporation may have, alter at pleasure, and use a corporate seal as provided in section 302A.163.
Subd. 16. Bylaws. A corporation may adopt, amend, and repeal bylaws relating to the management of the business or the regulation of the affairs of the corporation as provided in section 302A.181.
Subd. 17. Committees. A corporation may establish committees of the board of directors, elect or appoint persons to the committees, and define their duties as provided in section 302A.241 and fix their compensation.
Subd. 18. Officers; employees; agents. A corporation may elect or appoint officers, employees, and agents of the corporation, and define their duties as provided in sections 302A.301 to 302A.361 and fix their compensation.
Subd. 19. Securities. A corporation may issue securities and rights to purchase securities as provided in sections 302A.401 to 302A.425.
Subd. 20. Loans; guaranties; sureties. A corporation may lend money to, guarantee an obligation of, become a surety for, or otherwise financially assist persons as provided in section 302A.501.
Subd. 21. Advances. A corporation may make advances to its directors, officers, and employees and those of its subsidiaries as provided in section 302A.505.
Subd. 22. Indemnification. A corporation shall indemnify those persons identified in section 302A.521 against certain expenses and liabilities only as provided in section 302A.521 and may indemnify other persons.
Subd. 23. Assumed names. A corporation may conduct all or part of its business under one or more assumed names as provided in sections 333.001 to 333.06.
Subd. 24. Other powers. A corporation may have and exercise all other powers necessary or convenient to effect any or all of the business purposes for which the corporation is incorporated.
1981 c 270 s 21; 1987 c 104 s 15; 1989 c 172 s 4; 1993 c 137 s 12
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.