Subdivision 1. Board may authorize. (a) Subject to any restrictions in the articles, a corporation may issue securities and rights to purchase securities only when authorized by the board.
(b) A resolution of the board authorizing the issuance of shares may provide that any shares to be issued pursuant to the resolution may be issued in one or more transactions in such numbers, upon such terms, and at such times as are set forth in or determined by or in the manner set forth in the resolution, which may include a determination or action by any person, whether or not the person is a director, but only if the resolution fixes a maximum number of shares that may be issued pursuant to the resolution, a time period during which those shares may be issued, and a minimum amount of consideration for which those shares may be issued, as that consideration is determined in accordance with section 302A.405, subdivision 1.
Subd. 2. Terms of shares. All the shares of a corporation:
(a) shall be of one class and one series, unless the articles establish, or authorize the board to establish, more than one class or series;
(b) shall be common shares entitled to vote and shall have equal rights and preferences in all matters not otherwise provided for by the board, unless and to the extent that the articles have fixed the relative rights and preferences of different classes and series; and
(c) shall have, unless a different par value is specified in the articles, a par value of one cent per share, solely for the purpose of a statute or rule imposing a tax or fee based upon the capitalization of a corporation, and a par value fixed by the board for the purpose of a statute or rule requiring the shares of the corporation to have a par value.
Subd. 3. Procedure for fixing terms. (a) Subject to any restrictions in the articles, the power granted in subdivision 2 may be exercised by a resolution or resolutions approved by the affirmative vote of the directors required by section 302A.237 establishing a class or series, setting forth the designation of the class or series, and fixing the relative rights and preferences of the class or series.
(b) A statement setting forth the name of the corporation and the text of the resolution and certifying the adoption of the resolution and the date of adoption shall be filed with the secretary of state before the issuance of any shares for which the resolution creates rights or preferences not set forth in the articles; provided, however, where the shareholders have received notice of the creation of shares with rights or preferences not set forth in the articles before the issuance of the shares, the statement may be filed any time within one year after the issuance of the shares. The resolution is effective when the statement has been filed with the secretary of state; or, if it is not required to be filed with the secretary of state before the issuance of shares, on the date of its adoption by the directors.
(c) Filing a statement with the secretary of state in accordance with paragraph (b) is not considered an amendment of the articles for purposes of sections 302A.135, 302A.137, and 302A.471. Filing an amendment of such a statement with the secretary of state is considered an amendment of the articles for purposes of sections 302A.135, 302A.137, and 302A.471.
Subd. 4. Specific terms. Without limiting the authority granted in this section, a corporation may issue shares of a class or series:
(a) subject to the right of the corporation to redeem any of those shares at the price fixed for their redemption by the articles or by the board or at a price determined in the manner specified by the articles or by the board;
(b) entitling the shareholders to cumulative, partially cumulative, or noncumulative distributions in the amounts fixed by the articles or by the board or in amounts determined in the manner specified by the articles or by the board;
(c) having preference over any class or series of shares for the payment of distributions of any or all kinds;
(d) convertible into shares of any other class or any series of the same or another class on the terms fixed by the articles or by the board or on terms determined in the manner specified by the articles or by the board; or
(e) having full, partial, or no voting rights, except as provided in section 302A.137.
1981 c 270 s 55; 1982 c 497 s 32; 1985 c 248 s 70; 1987 c 104 s 18; 1991 c 49 s 3,4; 1993 c 17 s 22,23; 1994 c 417 s 2; 1997 c 10 art 1 s 11; 2004 c 199 art 14 s 12; 2006 c 250 art 1 s 21; 2018 c 103 s 6
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.