Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 34
OBSERVING CORPORATE
FORMALITIES
Section
§ 34.01 Corporate Formalities
§ 34.02 Record Keeping
§ 34.03 Corporate Minutes
§ 34.04 Corporate Registration
§ 34.05 Doing Business
§ 34.01 Corporate Formalities
Corporations and their lawyers cannot afford to be lax about
observing corporate formalities, including corporate recordkeeping,
holding shareholders and directors meetings, and maintaining current
registration to do business in Minnesota. Under Minnesota law,
shareholders have statutory rights to inspect corporate records and
financial statements. Minnesota corporations that fail to register with the
Office of Secretary of State face administrative dissolution. And in more
extreme cases, failure to observe corporate formalities is an important
factor Minnesota courts consider in deciding whether to “pierce the
corporate veil” and disregard the corporate entity.1
§ 34.02 Record Keeping
Minnesota statutes require corporations to keep the following records
on file and available for inspection by shareholders:2
(1) minutes and resolutions of shareholders’ meetings for the last
three years;3
(2) minutes and resolutions of directors’ meetings for the last three
years;4
(3) articles of incorporation and all current amendments;5
(4) bylaws and all current amendments;6
(5) annual and interim financial statements prepared for distribution
to shareholders or to a governmental agency;7
(6) all reports made to shareholders within the last three years;8
(7) a list of the names and usual business addresses of the directors
and principal officers;9
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman