Corporate Seal The corporation is no longer required to have a corporate seal.
Number of Authorized Shares of Stock A corporation may authorize any number of shares of stock. The articles of incorporation require only the total number of shares authorized. Neither a par value nor a stated value is required, although the articles may include par value if shares are to have a par value. Corporations that plan to do business in another state should consider including a provision specifically stating that shares have a par value of one cent per share for franchise fee purposes. This is a restatement of Minn. Stat. § 302A.401, subd. 2(c) and may enable the corporation to avoid paying excess franchise fees in other states. Note: While the number of authorized shares is fixed in the articles, the decision to issue shares is up to the directors, who may reserve shares for later issuance. The board must approve each issuance and ensure that the corporation receives fair value for its shares. Names, Addresses and Signatures of Incorporators The articles must list the names and complete mailing addresses, including zip codes, of each of the incorporators. There must be at least one incorporator. Each incorporator must be a natural person of at least 18 years of age and must sign the articles. Other Provisions There is no publication (i.e., no “legal advertisement”) requirement for corporations incorporated under Minn. Stat. Chapter 302A. There is also no statutory minimum capital requirement for these corporations. There are a number of provisions of Minn. Stat. Chapter 302A that may be altered or adopted in the articles of incorporation, but that need not appear in the articles in order to properly form a corporation. A brief description of each of these provisions appears in Minn. Stat. § 302A.111, subdivisions 2, 3 and 4. Some of these provisions include: • The power to adopt, amend, or repeal the bylaws is vested in the board of directors (Minn. Stat. § 302A.181); • Directors serve for an indefinite term that expires at the next regular meeting of shareholders (Minn. Stat. § 302A.207); • A corporation must allow cumulative voting for directors (Minn. Stat. § 302A.215); • Absent directors may be permitted to give written consent or opposition to a proposal (Minn. Stat. § 302A.233); • A larger than majority vote may be required for board action (Minn. Stat. § 302A.237); • The affirmative vote of a majority of directors present is required for an action of the board (Minn. Stat. § 302A.237);
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