The amendment may be approved by the holders of a majority of the voting power unless the articles require a larger majority or the amendment will either increase or reduce a majority already required in the articles or required by Minn. Stat. Chapter 302A. In that case the amendment must receive the approval of the higher of the two, if the corporation is not publicly held. A publicly held company requires the approval of a simple majority. The articles of amendment must include the name of the corporation (which must be identical to the name on file with the Secretary of State), the text of the amendment, and a statement that the amendment was adopted pursuant to Minn. Stat. Chapter 302A. There is a filing fee. Amendment to Articles of Incorporation forms are available from the Secretary of State at Minnesota Business Corporation Forms. Also available by mail from that office. A corporation may also restate its articles of incorporation in their entirety. In addition to stating the name of the corporation and reciting that the restatement was approved pursuant to Minn. Stat. Chapter 302A, all articles are presented in the language as amended. In other words, all changes are combined in one document. A restatement that includes substantive amendments must be approved by the shareholders in the same way any other amendment is approved. If the purpose of the restatement is only to combine all previous changes into one document, only the board of directors need approve it. Articles of amendment must also be signed by a person who has been authorized by the corporation to sign corporate documents. Change of Registered Office or Registered Agent The registered office or registered agent may be changed by amending the articles of incorporation that sets forth the registered office or registered agent. To do this, the corporation must follow the procedure for amending articles of incorporation. Every time a corporation moves or changes its registered office or agent it must file a Notice of Change of Registered Office/Registered Agent with the Secretary of State. The Notice of Change of Registered Office/Registered Agent must state the name of the corporation; the new address of the registered office, if the registered office is being moved; the name of the new registered agent, if a new agent is being appointed; and that the change of office or agent was approved by the board of directors. Notice of Change of Registered Office/Registered Agent forms are available from the Secretary of State at Minnesota Business Corporation Forms. Also available by mail from that office. The statement must be signed by an authorized representative of the corporation. There is a filing fee.
POST-INCORPORATION ISSUES
General Considerations When a corporation is formed, it becomes a legal entity that is separate from the owners or shareholders. The corporation can only act, however, through the individuals who are the incorporators, officers, directors, or shareholders. As part of the process of organizing the
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