Subdivision 1. Generally; limitations. A corporation has the powers in this section, subject to limitations provided in applicable federal or state law or in its articles or bylaws.
Subd. 2. Duration. A corporation has perpetual duration.
Subd. 3. Legal capacity. A corporation may sue and be sued, and participate in a legal, administrative, or arbitration proceeding, in its corporate name.
Subd. 4. Property ownership. A corporation may buy, lease, acquire, own, hold, improve, use, and deal in and with, real or personal property, or an interest in property, wherever located.
Subd. 5. Property disposition. A corporation may sell, convey, mortgage, create a security interest in, lease, exchange, transfer, or dispose of all or a part of its real or personal property, or an interest in property, wherever located.
Subd. 6. Trading in securities; obligations. A corporation may buy, subscribe for, acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend, create a security interest in, dispose of, use, and deal in and with, securities or other interests in, or obligations of, a person or direct or indirect obligations of a domestic or foreign government or instrumentality.
Subd. 7. Contracts; mortgages. A corporation may make contracts and incur liabilities, borrow money, issue its securities, and secure its obligations by mortgage of or creation of a security interest in 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 for religious, scientific, educational, or charitable purposes, and for other purposes consistent with law, that further the corporate interest.
Subd. 12. Pensions; benefits. A corporation may pay pensions, retirement allowances, and compensation for past services and establish employee or incentive benefit plans, trusts, and provisions for the benefit of its officers, directors, employees, and agents and their families, dependents, and beneficiaries. It may indemnify and buy insurance for a fiduciary of an employee benefit and incentive plan, trust, or provision.
Subd. 13. Participations. (a) A corporation may participate in the promotion, organization, management, and operation of an organization or in a 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.
(b) A corporation may participate with others in a corporation, partnership, limited partnership, joint venture, trust, or other association of any kind that the participating corporation would have power to conduct by itself, whether or not the participation involves sharing or delegation of control.
Subd. 14. Insurance. A corporation may provide for its benefit life insurance and other insurance with respect to the services of its officers, directors, employees, and agents.
Subd. 15. Corporate seal. A corporation may have, alter at pleasure, and use a corporate seal as provided in section 317A.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 317A.181.
Subd. 17. Committees. A corporation may establish committees of the board of directors, elect or appoint persons to the committees, define their duties, and fix their compensation as provided in section 317A.241.
Subd. 18. Officers; employees; agents. A corporation may elect or appoint officers, employees, and agents of the corporation, define their duties, and fix their compensation as provided in sections 317A.301 to 317A.361.
Subd. 19. 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 317A.501.
Subd. 20. Advances. A corporation may make advances to its directors, officers, and employees and those of its subsidiaries as provided in section 317A.505.
Subd. 21. Indemnification. A corporation shall indemnify those persons identified in section 317A.521 against certain expenses and liabilities only as provided in section 317A.521 and may indemnify other persons.
Subd. 22. 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. 23. May take and hold trust property. A corporation may take, receive, and hold real and personal property, including the principal and interest of money or other fund, that is given, conveyed, bequeathed, devised to, or vested in the corporation in trust where the corporation or a related organization has a vested or contingent interest in the trust.
Subd. 24. May invest trust property. Except where the trust instrument prescribes otherwise, a corporation may invest trust property or its proceeds in accordance with section 501C.0901.
Subd. 25. Membership. A corporation may be a member of another foreign or domestic nonprofit corporation.
Subd. 26. Dissolution. A corporation may dissolve and wind up.
Subd. 27. Merger and consolidation. A corporation may merge and consolidate with other domestic or foreign nonprofit corporations organized for related purposes.
Subd. 28. Other powers. A corporation has other powers necessary or convenient to effect a lawful purpose for which the corporation is incorporated.
1989 c 304 s 22; 1989 c 340 art 2 s 8; 1996 c 314 s 3; 2015 c 5 art 15 s 3
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 317A — Nonprofit Corporations
Section 317A.011 — Definitions.
Section 317A.015 — Legal Recognition Of Electronic Records And Signatures.
Section 317A.021 — Application And Election.
Section 317A.022 — Election By Certain Chapter 318 Associations.
Section 317A.031 — Transition; Continuation Of Legal Acts.
Section 317A.041 — Reservation Of Right.
Section 317A.051 — Scope Of Chapter.
Section 317A.061 — Foreign Nonprofit Corporations; Sections Applicable.
Section 317A.105 — Incorporators.
Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.
Section 317A.115 — Corporate Name.
Section 317A.117 — Reserved Name.
Section 317A.121 — Registered Office; Registered Agent.
Section 317A.131 — Amendment Of Articles.
Section 317A.133 — Procedure For Amendment Of Articles.
Section 317A.139 — Articles Of Amendment.
Section 317A.141 — Effect Of Amendment.
Section 317A.151 — Filing; Effective Date Of Articles.
Section 317A.155 — Presumption; Certificate Of Incorporation.
Section 317A.163 — Corporate Seal.
Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.
Section 317A.171 — Organization.
Section 317A.205 — Qualifications; Election.
Section 317A.209 — Expiration Of Term; Acts Not Void Or Voidable.
Section 317A.211 — Compensation.
Section 317A.213 — Classification Of Directors.
Section 317A.215 — Cumulative Voting For Directors.
Section 317A.221 — Resignation.
Section 317A.223 — Removal Of Directors.
Section 317A.225 — Removal Of Appointed Directors.
Section 317A.231 — Board Meetings.
Section 317A.237 — Act Of The Board.
Section 317A.239 — Action Without Meeting.
Section 317A.241 — Committees.
Section 317A.251 — Standard Of Conduct.
Section 317A.255 — Director Conflicts Of Interest.
Section 317A.257 — Unpaid Directors; Liability For Damages.
Section 317A.301 — Officers Required.
Section 317A.305 — Duties Of Required Officers.
Section 317A.311 — Other Officers.
Section 317A.315 — Multiple Offices.
Section 317A.321 — Officers Considered Elected.
Section 317A.331 — Contract Rights.
Section 317A.341 — Resignation; Removal; Vacancies.
Section 317A.351 — Delegation.
Section 317A.361 — Standard Of Conduct.
Section 317A.403 — Membership Certificates.
Section 317A.405 — Transfer Of Membership.
Section 317A.407 — Liability Of Members.
Section 317A.409 — Resignation.
Section 317A.411 — Termination.
Section 317A.413 — Purchase Of Memberships.
Section 317A.431 — Annual Meetings Of Members With Voting Rights.
Section 317A.433 — Special Meetings Of Members With Voting Rights.
Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.
Section 317A.435 — Notice Requirements.
Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.
Section 317A.439 — Members' List For Meeting.
Section 317A.441 — Right To Vote.
Section 317A.443 — Act Of The Members.
Section 317A.445 — Unanimous Action Without A Meeting.
Section 317A.447 — Action By Ballot.
Section 317A.450 — Remote Communications For Member Meetings.
Section 317A.455 — Corporation's Acceptance Of Member Act.
Section 317A.457 — Voting Agreements.
Section 317A.461 — Books And Records; Financial Statement.
Section 317A.467 — Equitable Remedies.
Section 317A.501 — Loans; Guarantees; Suretyship.
Section 317A.521 — Indemnification.
Section 317A.601 — Merger, Consolidation, Or Transfer.
Section 317A.611 — Plan Of Merger Or Consolidation.
Section 317A.613 — Plan Approval.
Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.
Section 317A.621 — Merger Of Wholly Owned Subsidiaries.
Section 317A.631 — Abandonment.
Section 317A.641 — Effective Date Of Merger Or Consolidation; Effect.
Section 317A.643 — Continuance Of Corporate Authority.
Section 317A.651 — Merger Or Consolidation With Foreign Corporation.
Section 317A.661 — Transfer Of Assets; Required Approval.
Section 317A.671 — Certain Assets Not To Be Diverted.
Section 317A.681 — Conversion.
Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.
Section 317A.685 — Filings Required For Conversion; Effective Date And Time.
Section 317A.687 — Abandonment.
Section 317A.689 — Effect Of Conversion.
Section 317A.701 — Methods Of Dissolution.
Section 317A.711 — Voluntary Dissolution By Incorporators.
Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.
Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.
Section 317A.725 — Procedure In Dissolution.
Section 317A.727 — Notice To Creditors And Claimants.
Section 317A.729 — Claims In Dissolution.
Section 317A.730 — Statute Of Limitations.
Section 317A.731 — Revocation Of Dissolution Proceedings.
Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.
Section 317A.735 — Distribution Of Assets.
Section 317A.741 — Supervised Voluntary Dissolution.
Section 317A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.
Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.
Section 317A.755 — Qualifications Of Receivers; Powers.
Section 317A.759 — Filing Claims In Proceedings To Dissolve.
Section 317A.763 — Decree Of Dissolution.
Section 317A.765 — Filing Decree.
Section 317A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Persons.
Section 317A.781 — Claims Barred; Exceptions.
Section 317A.783 — Right To Sue Or Defend After Dissolution.
Section 317A.791 — Omitted Assets.
Section 317A.811 — Notice To Attorney General; Waiting Period.
Section 317A.813 — Remedial Powers Of Attorney General.
Section 317A.821 — Initial Corporate Registration With Secretary Of State.
Section 317A.823 — Annual Corporate Renewal.
Section 317A.825 — Acceptance Of Registration By Secretary Of State.
Section 317A.827 — Continuation For Certain Purposes; Reinstatement.
Section 317A.901 — Service Of Process On Corporation.
Section 317A.903 — State Interested; Proceedings.
Section 317A.905 — Chambers Of Commerce, Boards Of Trade, Exchanges.
Section 317A.907 — Corporations To Secure Or Maintain Homes For Dependent Children.