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Minnesota Corporation Law

A Minnesota corporation is an independent body formed to serve a lawful purpose.  A Minnesota corporation has all the powers of a natural person.  It is a separate legal entity with the power to buy, sell or otherwise acquire an interest in a real or personal property.  It has perpetual succession.  A corporation can sue and be sued under the corporate name.  It can carry out the lawful business, and operate offices in a state, territory or district in the United States, or in a foreign country.  It can appoint officers and agents of the corporation for various duties and fix their compensation.

A corporation in Minnesota can be formed by one or more natural persons by executing and filing articles of incorporation.  Such persons should have completed 18 years of age.  The articles of incorporation shall contain the names and addresses of the initial directors.  It should contain the corporate name, the number of shares authorized to issue, a brief statement of the character of business carried out by the corporation, the names and addresses of the directors until successors are elected, and name and addresses of incorporators.  The articles of incorporation should also include the name and address of the registered agents of the corporation.

The initial directors should conduct an organizational meeting soon after the incorporation.  The meeting should provide for creation of bylaws, and appointment of staff.  The organizational meeting can be held in or out of the state.

A corporation’s name should contain the word “corporation,” “incorporated,” or “limited,” or shall contain abbreviation of one or more of the words, “company” or the abbreviation “Co.” if that word or abbreviation is not immediately preceded by the word “and” or the character “&”.  The name of a corporation should not be deceptively similar to the name of another corporation incorporated in the same state.  It should not be deceptively identical to the fictitious name adopted by a foreign corporation having business transactions in the state.  The name should not contain a word or phrase indicating that it is incorporated for a purpose other than a legal business purpose.

A corporation formed in Minnesota should maintain a registered office in the state.  It is not necessary to be the same as the principal place of business or the principal executive office of the corporation.  The registered agent of the corporation should be a natural person residing in Minnesota, a domestic corporation, or limited liability company, or a foreign corporation or foreign limited liability company authorized to transact business in Minnesota. A registered agent should maintain a business office identical with the registered office.

Bylaws lay down internal rules and procedures for the corporation. Bylaws deal with issues such as the existence and responsibilities of corporate offices, the size of the board of directors and the manner and term of their election, how and when board and shareholder meetings will be held, who may call meetings, and how the board of directors will function.  The board of directors can repeal or amend the bylaws of the corporation except otherwise provided by the articles of incorporation.

The board of directors exercise all corporate powers under the authority of the corporation.  All the affairs of the corporation are managed by the board of directors.  The articles of incorporation can set forth the limitations for the powers of directors.

Every year, a meeting of the shareholders needs to be held by the corporation at a time stated or fixed by the bylaws.  The meeting may be held in or out of the state in accordance to the bylaws.  If the bylaws do not suggest any specific place, the meeting can be conducted at the corporation’s principal office.

Please visit the Minnesota Secretary of State for more information on business corporations.

Inside Minnesota Corporation Law