Minnesota Corporate Bylaws

Minnesota corporate bylaws impose order on a corporation’s operations because they are a written record of corporate policies and procedures. The bylaw provisions are only passed through director or shareholder action, thus maintaining their validity and authority.

Last updated December 6th, 2024

Minnesota corporate bylaws impose order on a corporation’s operations because they are a written record of corporate policies and procedures. The bylaw provisions are only passed through director or shareholder action, thus maintaining their validity and authority.

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Are they required in Minnesota?

No, corporations hold no obligation to make bylaws; however, they are an integral part of many successful corporations.[1]

Minnesota Corporate Laws

  • Corporate Tax: Minnesota has a franchise tax of 9.8% on a corporation’s taxable income.[2]
  • Board: The board of directors is explicitly charged with managing “the business and affairs” of the corporation.[3]
    • Number – One director must be on the board, but the number of directors “may be increased” through the bylaws.[4]
    • Qualifications –Minnesota forbids entities from being a director, instead they must be a natural person.[5]
    • Terms – The bylaws can affect the terms a director serves, especially when elections are staggered, but a fixed term may not “exceed five years.”[6]
    • Staggered Terms – Corporations have the right to classify their directors so that they are divided into classes where each class is elected during a separate meeting.[7][8]
    • Fiduciary Duty – Directors must act in the corporation’s interest with their knowledge (as well as their skills or experience) and the decision-making process of an “ordinarily prudent person in a like position.”[9]
  • Officers: The bylaws or the board designate officers to their office however they must be “natural persons” and each corporation must have a CEO and CFO.[10]
  • Meetings: Generally, a director gives “at least ten days’ notice” of a meeting whenever calling for one unless the bylaws or articles place different requirements.[11]
  • Quorum: Generally, the majority of directors in an office just before a meeting constitutes a quorum; however, a “larger or smaller proportion” can be required by the bylaws or articles.[12]
    Emergency Bylaws: Corporations may institute emergency bylaws by voting for the appropriate provisions accordingly.[13]

Sources

  1. 2023 Minnesota Statutes 302A.181
  2. 2023 Minnesota Statutes 290.06
  3. 2023 Minnesota Statutes 302A.201
  4. 2023 Minnesota Statutes 302A.203
  5. 2023 Minnesota Statutes 302A.205
  6. 2023 Minnesota Statutes 302A.207
  7. 2023 Minnesota Statutes 302A.213
  8. 2023 Minnesota Statutes 302A.215
  9. 2023 Minnesota Statutes 302A.251
  10. 2023 Minnesota Statutes 302A.305
  11. 2023 Minnesota Statutes 302A.231
  12. 2023 Minnesota Statutes 302A.235
  13. 2023 Minnesota Statutes 302A.181