Minnesota Statutes
Chapter 302A — Business Corporations
Section 302A.413 — Preemptive Rights.

Subdivision 1. Presumption; modification. Unless denied or limited in the articles or by the board pursuant to section 302A.401, subdivision 2, clause (b), a shareholder of a corporation has the preemptive rights provided in this section.
Subd. 2. Definition. A preemptive right is the right of a shareholder to acquire a certain fraction of the unissued securities or rights to purchase securities of a corporation before the corporation may offer them to other persons.
Subd. 3. When right accrues. A shareholder has a preemptive right whenever the corporation proposes to issue new or additional shares or rights to purchase shares of the same series as the series held by the shareholder or, if a class of shares has no series, the same class as the class held by the shareholder, or new or additional securities other than shares, or rights to purchase securities other than shares, that are exchangeable for, convertible into, or carry a right to acquire new or additional shares of the same series as the series held by the shareholder or, if a class of shares has no series, the same class as the class held by the shareholder.
Subd. 4. Exemptions. Unless otherwise provided in the articles, a shareholder does not have a preemptive right pursuant to this section to acquire securities or rights to purchase securities that are:
(a) issued for a consideration other than money;
(b) issued pursuant to a plan of merger or exchange;
(c) issued pursuant to an employee or incentive benefit plan approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote;
(d) issued upon exercise of previously issued rights to purchase securities of the corporation;
(e) issued pursuant to a public offering of the corporation's securities or rights to purchase securities. For purposes of this clause, "public offering" means an offering of the corporation's securities or rights to purchase securities if the resale or other distribution of those securities or rights to purchase securities is not restricted by either state or federal securities laws; or
(f) issued pursuant to a plan of reorganization approved by a court of competent jurisdiction pursuant to a statute of this state or of the United States.
Subd. 5. Fraction to be acquired. The fraction of the new issue that each shareholder may acquire by exercise of a preemptive right is the ratio that the number of shares of that class or series owned by the shareholder before the new issue bears to the total number of shares of that class or series issued and outstanding before the new issue.
Subd. 6. Waiver. A shareholder may waive a preemptive right in writing. The waiver is binding upon the shareholder whether or not consideration has been given for the waiver. Unless otherwise provided in the waiver, a waiver of preemptive rights is effective only for the proposed issuance described in the waiver.
Subd. 7. Notice. When proposing the issuance of securities with respect to which shareholders have preemptive rights under this section, the board shall cause notice to be given to each shareholder entitled to preemptive rights. The notice shall be given at least ten days before the date by which the shareholder must exercise a preemptive right and shall contain:
(a) the number or amount of securities with respect to which the shareholder has a preemptive right, and the method used to determine that number or amount;
(b) the price and other terms and conditions upon which the shareholder may purchase them; and
(c) the time within which and the method by which the shareholder must exercise the right.
Subd. 8. Issuance to others. Securities that are subject to preemptive rights but not acquired by shareholders in the exercise of those rights may, for a period not exceeding one year after the date fixed by the board for the exercise of those preemptive rights, be issued to persons the board determines, at a price not less than, and on terms no more favorable to the purchaser than, those offered to the shareholders. Securities that are not issued during that one year period shall, at the expiration of the period, again become subject to preemptive rights of shareholders.
Subd. 9. Modification. If the shareholders of a corporation are entitled to cumulative voting in the election of directors, no amendment to the articles which has the effect of denying, limiting, or modifying the preemptive rights provided in this section shall be adopted if the votes of a proportion of the voting power sufficient to elect a director at an election of the entire board under cumulative voting are cast against the amendment.
Subd. 10. Contractual rights. A denial or limitation of preemptive rights otherwise provided in this section does not limit the power of a corporation to grant first refusal rights or other rights to purchase from the corporation shares or other securities of the corporation to shareholders, subscribers, or other persons before they are offered to, or acquired by, any other person.
1981 c 270 s 59; 1982 c 497 s 36; 1983 c 368 s 5; 1987 c 104 s 22; 1991 c 49 s 7; 1993 c 17 s 29,30; 1997 c 10 art 1 s 15

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 302A — Business Corporations

Section 302A.001 — Citation.

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.101 — Purposes.

Section 302A.105 — Incorporators.

Section 302A.111 — Articles.

Section 302A.115 — Corporate Name.

Section 302A.117 — Reserved Name.

Section 302A.121 — Registered Office; Registered Agent.

Section 302A.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of 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.161 — Powers.

Section 302A.163 — Corporate Seal.

Section 302A.165 — Effect Of Lack Of Power; Ultra Vires.

Section 302A.171 — Organization.

Section 302A.181 — Bylaws.

Section 302A.191 — Forum Selection Provisions.

Section 302A.201 — Board.

Section 302A.203 — Number.

Section 302A.205 — Qualifications; Election.

Section 302A.207 — Terms.

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.225 — Vacancies.

Section 302A.231 — Board Meetings.

Section 302A.233 — Absent Directors.

Section 302A.235 — Quorum.

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.435 — Notice.

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.443 — Quorum.

Section 302A.445 — Voting Rights.

Section 302A.447 — Voting Of Shares By Organizations And Legal Representatives.

Section 302A.449 — Proxies.

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.505 — Advances.

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.727 — Dissolution Procedure For Corporations That Give Notice To Creditors And Claimants.

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.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Shareholders.

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.