Corporation Shareholders elect a board of directors, and the business is managed by or under the direction of the board, which can delegate day‑to‑day operations to officers and managers. Minnesota corporations must have natural persons exercising the functions of chief executive officer and chief financial officer; titles may differ and functions may be combined if consistent with statute. Concentrating authority in a small group speeds decisions but can marginalize minority owners, so articles, bylaws, or shareholder agreements can provide additional protections for minority voices. Corporate procedures such as meetings, quorums, and voting thresholds are set by statute and your governing documents, which can make decision‑making more formal than in other entities. Limited Liability Company (LLC) Minnesota’s LLC law allows three governance choices: member‑managed (default), manager‑managed, or board‑managed, and you can choose among them in your operating agreement. • Default rule (member‑managed): Each member has an equal voice per person, ordinary matters are decided by a majority of members, and actions outside the ordinary course require everyone’s consent unless your operating agreement says otherwise. • Manager‑managed option: Managers make day‑to‑day decisions, each manager has equal rights in management, ordinary matters among managers are decided by a majority of managers, and certain extraordinary actions still require all members’ consent unless your operating agreement lawfully changes that. • Board‑managed option: You may vest management in a board under Minn. Stat. Chapter 322C, which functions similarly to a corporate board if you adopt that structure in your operating agreement. Practical tip : If you prefer voting power or consent thresholds based on ownership percentages (instead of per‑person voting), set that explicitly in your operating agreement because the statute’s default is equal voting by member. Members, managers, or a board may appoint officers or agents and define their authority; if your operating agreement is silent, the statute’s default governance rules apply and third parties will look to public records and your internal documents for who can sign. Recommended items to define in your operating agreement: who manages (members, managers, or a board), what counts as “ordinary” versus “outside the ordinary course,” voting and consent thresholds for each category, who can sign contracts and bank documents, officer roles and limits, and how managers or governors are selected and removed. Public statements about authority (RULLCA filings) Minnesota lets an LLC put on record who can sign for the company and any limits on that authority by filing statements that can later be amended or canceled; filing a statement of dissolution automatically cancels prior statements.
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