Minnesota corporate bylaws are an essential set of rules that define a corporation’s internal structure and daily operations. They establish policies for the board of directors, officers, shareholders, and decision-making protocols.
Bylaws ensure smooth management and reduce the possibility of conflicts. It is common practice for a corporation to draft bylaws upon formation to determine critical provisions such as defining the board of directors, the time and place of company meetings, and authorities of shareholders and company personnel.
Legal Requirements
Corporate bylaws are not required in Minnesota; however, it is recommended [1] .
- Annual Meetings – A scheduled gathering of a company’s shareholders to discuss the firm’s affairs [2] . Meetings are required to be held annually. If the annual meeting is not held, a shareholder holding more than 3% of voting shares may cause the meeting to be held by giving notice to the CEO of the company.
- Corporate Bylaws – A set of rules and procedures established by a corporation to govern its operations [3] .
- Issuance of Stock – The process by which a company distributes new shares to shareholders, either through public offerings or private placements [4] [5] . Company stock may be issued for any price or any type of consideration as determined in the discretion of the Board of Directors.
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” or “Limited” or an abbreviation of any of these. “Company” or “Co.” is allowed, but not after “and” or “&.”
- Prohibited Words: Language stating/implying that an entity is organized for impermissible purposes.
- Name Reservation Period: 12 months.
- Renewal Period: Renewable for an additional 12-month period.
- Transferability: Yes.
