2006 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 302A Business Corporations
Section 302A.031 TRANSITION.

302A.031 TRANSITION.
Subdivision 1. Continuation of legal acts. The continuation or completion of any act by
a corporation that has not incorporated under, but has become 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 corporation, shall, if otherwise lawful before the corporation
became governed by this chapter, remain valid, and may be continued, completed, consummated,
enforced, or terminated as required or permitted by a statute applicable prior to the date on which
the corporation became governed by this chapter.
Subd. 2. Transition of preemptive rights. For purposes of denial of preemptive rights
under section 302A.413, subdivision 1, the articles of a corporation formed under chapter 301
shall be construed to deny completely preemptive rights for all shares, rights to purchase shares,
securities other than shares or rights to purchase securities other than shares, if those articles deny
shareholders the preemptive right to purchase or subscribe to shares.
Subd. 3. Perpetual duration granted for chapter 300 corporations. (a) All corporations
formed under chapter 300 and governed by this chapter pursuant to section 302A.021, subdivision
7a , are granted perpetual duration irrespective of the period of duration set forth in their articles of
incorporation. This grant may be modified in the articles as authorized under section 302A.111,
subdivision 2, paragraph (b) .
(b) All corporations formed under chapter 300 and governed by this chapter pursuant to
section 47.13, are granted perpetual duration irrespective of the period of duration set forth in
their certificates of incorporation. This grant may be modified in the certificate of incorporation as
authorized under section 47.12, subdivision 2, paragraph (a), clause (3).
History: 1981 c 270 s 3; 1984 c 618 s 10; 2005 c 69 art 1 s 19