Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 5
THE MINNESOTA BUSINESS
CORPORATION
Section
§ 5.01 Selection of Corporate Form of Business Organization
§ 5.02 General Description of the Business Corporation
§ 5.03 Minnesota Law regarding the Minnesota Business Corporation
§ 5.04 Some Specific Model Business Corporation Act Considerations
§ 5.05 Taxation of the C Corporation
§ 5.06 Taxation of the Subchapter S Corporation
§ 5.07 Other Minnesota Business Corporation Tax Considerations: A Brief
Overview
§ 5.08 Advantages and Disadvantages of the Corporate Form
of Business Organization
§ 5.01 Selection of Corporate Form of Business Organization
This Chapter discusses the selection of the corporate form of business
organization, focusing on the Minnesota business corporation. Related
forms of corporations such as professional and nonprofit corporations are
discussed in later chapters. Overviews of general corporate law and
Minnesota’s business corporation law are presented first. Certain aspects
of the Model Business Corporation Act (Model Act) are discussed in
Section 5.04. Highlights of the distinctions between the C corporation
and the S corporation are covered in Sections 5.05 and 5.06. This
Chapter concludes by providing an overview of general tax aspects of
choosing the business corporation form of organization.
§ 5.02 General Description of the Business Corporation
A corporation is a separate entity for legal, tax, and other purposes.1
The corporation has a legal existence distinct from that of its owners; the
corporation is governed by the laws of the state where it is incorporated
and is not created until statutory formalities are satisfied. As a separate
legal entity, a corporation is a legally recognized “person” and has all the
powers of such, including the right to sue and to be sued, to own and to
lease property, to make contracts and donations, and so on.2 Its existence
does not depend on the life or solvency of any of its owners and may be
perpetual.
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
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis