2004 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 300 General Provisions
Section 300.25 Transfer of stock.

300.25 Transfer of stock.

Subdivision 1. When transfer is effective. Notwithstanding the transfer of a certificate of stock in accordance with the Uniform Commercial Code, the corporation may pay a dividend on it and treat the holder of record as the owner in fact until the transfer has been recorded on its books or a new certificate issued to the transferee. The transferee will receive the new certificate upon delivery of the former certificate to the treasurer, or otherwise in accordance with the provisions of the Uniform Commercial Code.

Subd. 2. Survival of action against subscriber. Except as provided with respect to corporations formed under or coming within the Minnesota Business Corporation Act, a corporation may maintain a personal action against a subscriber to its stock, even though the subscriber has transferred the stock in accordance with the provisions of the Uniform Commercial Code.

Subd. 3. Pledged stock. (a) A pledgee of stock transferred as collateral security is entitled to a new certificate, if the instrument of transfer substantially describes the debt or duty intended to be secured by it.

(b) The new certificate must state on its face the name of the pledgor, and that it is held as collateral security. The pledgor alone is liable as a stockholder and entitled to vote the stock.

(c) Corporations formed or coming under the Minnesota Business Corporation Act are not subject to the provisions of paragraph (b).

HIST: (7463) RL s 2863; 1933 c 300 s 62; 1965 c 812 s 10; 1984 c 628 art 5 s 1