2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 319B Professional Firms
Section 319B.12 TRANSITION PROVISIONS.

319B.12 TRANSITION PROVISIONS.
Subdivision 1. Special definitions. As used in this section:
(1) "professional corporation" has the meaning given in section 319A.02, subdivision 4;
(2) "foreign professional corporation" has the meaning given in 319A.02, subdivision 5; and
(3) "corporation" has the meaning given in section 319A.02, subdivision 7.
Subd. 2. New use of chapter 319A precluded. Beginning July 1, 1997, no Minnesota firm
may organize under chapter 319A and no foreign firm may begin to operate under chapter 319A.
Subd. 3. Early election into this chapter by chapter 319A organizations. (a) At any
time before January 1, 1999, a professional corporation organized under chapter 319A and a
foreign professional corporation governed by chapter 319A may elect to be governed by sections
319B.01 to 319B.12. To make that election, the professional corporation or foreign professional
corporation must:
(1) comply with section 319B.03, subdivision 2, or 319B.04, subdivision 2, whichever is
applicable; and
(2) amend, to the extent necessary to comply with sections 319B.01 to 319B.12, its
organizational document, certificate of authority, or statement of qualification, as well as any
agreements and other documents controlling the corporation's structure, governance, operations,
and internal affairs.
(b) Regardless of the date an electing professional corporation or foreign professional
corporation actually makes its election under this subdivision, the electing professional
corporation or foreign professional corporation may make the election effective as of January
1, 1997. Except as allowed by this paragraph, an election under this subdivision is effective
on the date the electing professional corporation or foreign professional corporation complies
with paragraph (a).
(c) The law and documents that govern the structure, governance, operations, and other
internal affairs of a professional corporation or foreign professional corporation when the
corporation is deciding whether, when, and as of when to make an election under this subdivision
control the manner of making those decisions.
Subd. 4. All use of chapter 319A ended; deemed election for Minnesota professional
firms. (a) Beginning January 1, 1999:
(1) no professional corporation may operate under chapter 319A and no foreign professional
corporation may operate under chapter 319A; and
(2) chapter 319A ceases to apply to professional corporations and foreign professional
corporations.
(b) On January 1, 1999, a Minnesota professional corporation that has not elected to be
governed by sections 319B.01 to 319B.12 will be considered to have made that election, and
the professional corporation's purposes, as stated under section 319A.03, clause (2), will be
considered to be the specification required by section 319B.03, subdivision 2, clause (3).
Subd. 5. Acts during transition. The continuation or completion of an act by a professional
firm that had been a professional corporation or foreign professional corporation but elected to
become a professional firm governed by this chapter and the continuation or performance of
any executed or wholly or partially executory contract, conveyance, or transfer to or by the
professional firm shall, if otherwise lawful before the professional firm became governed by this
chapter, remain valid, and may be continued, completed, consummated, enforced, or terminated
as required or as permitted by a statute applicable to the contract, conveyance, or transfer before
January 1, 1997.
History: 1997 c 22 art 1 s 12