FORMING A MINNESOTA BUSINESS CORPORATION
A corporation is a separate legal entity owned by one or more shareholders. Shareholders elect a board of directors that manages and controls the company. Because a corporation is separate from its owners, it is responsible for its debts and obligations, and shareholders usually are protected from personal liability. Key Legal Framework • Minnesota business corporations are governed by Minn. Stat. Chapter 302A. This statute sets out formation and operation rules. • Corporations differ from other business types by their legal structure, ability to issue stock, and requirements to file formal documents with the state. Articles of Incorporation • To form a corporation, one or more incorporators (at least 18 years old) file Minnesota Business Corporation Articles of Incorporation with the Office of the Minnesota Secretary of State. These articles satisfy minimum requirements. Fee for filing. Refer to Minn. Stat. Chapter 302A. This form offers a standard Articles of Incorporation form, but incorporators may draft their own if they want to add or change provisions (advisable with legal help). • Articles must include: - Corporate name: Following naming requirements discussed in the section on naming the business entity, earlier in this Guide. - Registered office: A physical address in Minnesota (not a P.O. box) - Registered Agent: A corporation is not required to name a registered agent in the articles of incorporation, but if an agent is named, the articles must list the name of the agent and the agent must be located at the registered office. - Share structure: May issue any number of shares authorized (par value optional). May also specify classes of shares and their rights, preferences, and limitations. - Names, addresses, and signatures of incorporators. - No corporate seal is required. Corporate Governance Provisions • Minnesota law (Minn. Stat. Chapter 302A) allows several provisions for managing the corporation, such as: • Board power to adopt, amend, or repeal bylaws • Indefinite director terms until next shareholder meeting • Cumulative voting for directors • Voting thresholds for board and shareholder decisions • Shareholder preemptive rights
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