2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.133 PROCEDURE FOR AMENDMENT WHEN NO SHARES ARE OUTSTANDING.

302A.133 PROCEDURE FOR AMENDMENT WHEN NO SHARES ARE OUTSTANDING.
Before the issuance of shares by a corporation, the articles may be amended pursuant to
section 302A.171 by the incorporators or by the board. The articles may also be amended by the
board to change or cancel a statement pursuant to section 302A.401, subdivision 3, establishing or
fixing the rights and preferences of a class or series of shares before the issuance of any shares of
that class or series or at any subsequent time that no shares of that class or series are outstanding
by filing articles of amendment or a statement of cancellation, as appropriate, with the secretary of
state. If a statement filed pursuant to section 302A.401, subdivision 3, is canceled, the shares of
the class and series originally covered by the statement have the status of authorized but unissued,
undesignated shares, unless the articles otherwise provide. If the articles provide that the canceled
shares may not be reissued, the statement of cancellation must include the information specified
by section 302A.553, subdivision 2.
History: 1981 c 270 s 13; 1987 c 104 s 9; 1993 c 17 s 11