Minnesota § 47.171 CERTIFICATES OF INCORPORATION, AMENDMENT; EXCEPTIONS

Minnesota Statutes

§ 47.171 — CERTIFICATES OF INCORPORATION, AMENDMENT; EXCEPTIONS

Minnesota § 47.171

PartBANKING

Ch. 47FINANCIAL CORPORATIONS

This text of Minnesota § 47.171 (CERTIFICATES OF INCORPORATION, AMENDMENT; EXCEPTIONS) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 47.171 (2026).

Text

The certificate of incorporation of a financial corporation organized and existing under the laws of this state may be amended to change its name; to increase or decrease its capital stock; to change the number and, subject to section48.02, the par value of the shares of its capital stock; to eliminate or limit a director's personal liability; or in respect to another matter which an original certificate of a corporation of the same kind might lawfully have contained. The change must be accomplished by the adoption of a resolution specifying the proposed amendment at a regular meeting or at a special meeting called for that expressly stated purpose, in either of the following ways:

(1)by a majority vote of all its shares; or

(2)by a majority vote of its entire board of directors within o

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The certificate of incorporation of a financial corporation organized and existing under the laws of this state may be amended to change its name; to increase or decrease its capital stock; to change the number and, subject to section48.02, the par value of the shares of its capital stock; to eliminate or limit a director's personal liability; or in respect to another matter which an original certificate of a corporation of the same kind might lawfully have contained. The change must be accomplished by the adoption of a resolution specifying the proposed amendment at a regular meeting or at a special meeting called for that expressly stated purpose, in either of the following ways:
(1) by a majority vote of all its shares; or
(2) by a majority vote of its entire board of directors within one year after authorization by specific resolution duly adopted at a meeting of shareholders. The resolution must be included in a certificate duly executed by its president and secretary, or other presiding and recording officers, and approved and filed in the manner prescribed for the execution, approval, and filing of a like original certificate.