Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 41
CONTINUED FILING REQUIREMENTS
Section
§ 41.01 Continued Filing Requirements
§ 41.02 Articles of Correction
§ 41.03 Share Register
§ 41.04 Annual Filing of Registration
§ 41.05 Securities Registration Requirements
§ 41.06 Tender Offer Filing Requirements
§ 41.07 Inspection and Maintenance of Corporate Records
§ 41.08 Employment Law Reporting Requirements
§ 41.09 Sale of Control Reporting Requirements
§ 41.10 Tax Reporting Requirements
§ 41.11 Filing Requirements and “Piercing the Corporate Veil”
§ 41.12 Rights of Shareholder to Inspect
§ 41.13 Purpose of Inspection
§ 41.01 Continued Filing Requirements
A corporation's articles of incorporation may be amended after the
original filing.1 They may be amended before the issuance of shares,2 or
after the issuance of shares.3 The articles of amendment must contain:
(1) The name of the corporation;
(2) The amendment adopted;
(3) With respect to an amendment restating the articles, a statement
that the amendment restating the articles correctly sets forth
without change the corresponding provisions of the articles as
previously amended if the amendment was approved only by the
board;
(4) If the amendment provides for but does not establish the manner
for effecting an exchange, reclassification, division, combination,
or cancellation of issued shares, a statement of the manner in
which it will be effected; and
(5) A statement that the amendment has been adopted pursuant to this
chapter.4
After the amendment has been adopted as required, it must be filed with
the Secretary of State, unless it has already been filed with the
commissioner of commerce, pursuant to other law.5
§ 41.02 Articles of Correction
If an instrument that has been authorized by the Secretary of State is
defective in some way, articles of correction may be filed with the
Secretary of State6 to correct the filing.7 The articles of correction must:
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
