Section 304A.001 — Citation.

304A.001 CITATION. This chapter may be cited as the “Minnesota Public Benefit Corporation Act.” History: 2014 c 172 s 1

Section 304A.011 — Application And Effect Of Chapter.

304A.011 APPLICATION AND EFFECT OF CHAPTER. Subdivision 1. General rule. This chapter applies to all public benefit corporations. Subd. 2. Laws applicable. Chapter 302A applies to all public benefit corporations and all statutes and rules of law that apply to a corporation formed under chapter 302A also apply to a public benefit corporation. If chapter […]

Section 304A.021 — Definitions.

304A.021 DEFINITIONS. Subdivision 1. Terms. For the purposes of this chapter, unless the language or context clearly indicates that a different meaning is intended, the words, terms, and phrases defined in this section have the meanings given them. Subd. 2. General benefit corporation. “General benefit corporation” means a public benefit corporation that elects in its […]

Section 304A.101 — Incorporation Of A Public Benefit Corporation.

304A.101 INCORPORATION OF A PUBLIC BENEFIT CORPORATION. Subdivision 1. Incorporation. A public benefit corporation must be incorporated in accordance with chapter 302A, and its articles must also state that the public benefit corporation is a: (1) general benefit corporation; (2) general benefit corporation that also elects to pursue a specific public benefit purpose as stated […]

Section 304A.102 — Election Of Public Benefit Corporation Status.

304A.102 ELECTION OF PUBLIC BENEFIT CORPORATION STATUS. Subdivision 1. By amendment. In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, an existing corporation formed under chapter 302A may elect to become a public benefit corporation under this chapter by amending its articles to meet the requirements of […]

Section 304A.103 — Termination Of Public Benefit Corporation Status.

304A.103 TERMINATION OF PUBLIC BENEFIT CORPORATION STATUS. Subdivision 1. By amendment. In accordance with the procedures stated in chapter 302A and with approval by the minimum status vote, a public benefit corporation may terminate its status as a public benefit corporation and cease to be subject to this chapter by amending its articles to delete […]

Section 304A.104 — Public Benefit Corporation Purposes.

304A.104 PUBLIC BENEFIT CORPORATION PURPOSES. Subdivision 1. General benefit corporation purpose. A general benefit corporation has a purpose of pursuing general public benefit. A general benefit corporation may also state in its articles one or more specific public benefit purposes the general benefit corporation elects to pursue. Purposes under these subdivisions are in addition to […]

Section 304A.201 — Standard Of Conduct For Directors.

304A.201 STANDARD OF CONDUCT FOR DIRECTORS. Subdivision 1. Considerations for a general benefit corporation. In discharging the duties of the position of director of a general benefit corporation, a director: (1) shall consider the effects of any proposed, contemplated, or actual conduct on: (i) the general benefit corporation’s ability to pursue general public benefit; (ii) […]

Section 304A.202 — Right Of Action.

304A.202 RIGHT OF ACTION. Subdivision 1. Standing and grounds for claims. (a) No person other than a shareholder may assert a claim under this chapter or chapter 302A against a public benefit corporation, its directors, or its officers on account of the public benefit corporation’s director’s or officer’s failure to pursue or create general public […]

Section 304A.301 — Annual Benefit Report.

304A.301 ANNUAL BENEFIT REPORT. Subdivision 1. Report required. Before each April 1, a public benefit corporation must deliver to the secretary of state for filing an annual benefit report covering the 12-month period ending on December 31 of the previous year and pay a fee of $35 to the secretary of state. The annual benefit […]