Title: A Comprehensive Overview of Minnesota Business Corporation Act's Sections 302A.471 and 302A.473 Introduction: Minnesota Business Corporation Act (MBC) encompasses various regulations that govern the formation, operation, and dissolution of corporations within the state. In particular, sections 302A.471 and 302A.473 are vital provisions under the Act. This article provides a detailed description of these sections, highlighting their significance and key aspects. Section 302A.471: Indemnification of Corporate Agents Section 302A.471 of the Minnesota Business Corporation Act focuses on indemnification, a legal mechanism that protects corporate agents, officers, directors, or employees from liabilities incurred while acting in the best interest of the corporation. The provisions outlined in this section help clarify the rights and limitations of indemnification. Key Points: 1. Scope of Indemnification: Section 302A.471 enables a corporation to indemnify its agents against certain legal actions, including civil, criminal, administrative, or investigative proceedings, provided that their actions were taken in good faith and in the corporation's best interests. 2. Permissible Indemnification: The section allows for indemnification of expenses, damages, losses, judgments, fines, and other liabilities reasonably incurred by the agent during legal proceedings. 3. Exemptions and Limitations: However, indemnification is not granted if the agent's actions were proved to be in bad faith or in violation of their duties. The indemnification may also be limited or restricted as outlined by the MBC, the corporation's articles of incorporation or bylaws, or through resolutions adopted by the corporation's board of directors. Section 302A.473: Insurance and Financial Assistance to Agents The second section of interest, 302A.473, elaborates on the corporation's ability to provide insurance coverage and financial assistance to its agents, primarily officers and directors, for their legal defense in suits arising from their corporate duties. Key Points: 1. Insurance Procurement: Section 302A.473 empowers corporations to purchase and maintain insurance policies on behalf of their officers, directors, employees, and other agents, protecting them against liabilities incurred in their roles as corporate agents. 2. Financial Assistance: The section also allows a corporation to provide financial assistance to its agents concerning legal expenses and liabilities arising from any threatened, pending, or completed legal action against them in connection with their corporate duties. However, this assistance must be in compliance with certain criteria defined within the MBC. Types of Sections 302A.471 and 302A.473: While sections 302A.471 and 302A.473 themselves are not divided into different types or sub-sections, their provisions apply to different scenarios and aspects of indemnification, insurance, and financial assistance offered to agents. Corporations should consult legal counsel or review specific articles, bylaws, or resolutions to ascertain variations in the application of these provisions within their organization. Conclusion: Sections 302A.471 and 302A.473 of the Minnesota Business Corporation Act are crucial components that protect corporate agents, such as officers, directors, and employees, by establishing rules for indemnification, insurance, and financial assistance. It is advised that corporations operating in Minnesota understand and implement these provisions in accordance with the MBC and their specific organizational requirements.
Minnesota Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act
Description
How to fill out Minnesota Sections 302A.471 And 302A.473 Of Minnesota Business Corporation Act?
If you have to comprehensive, download, or print legal record templates, use US Legal Forms, the biggest selection of legal varieties, that can be found on-line. Use the site`s basic and hassle-free lookup to find the files you will need. A variety of templates for company and personal functions are sorted by groups and states, or search phrases. Use US Legal Forms to find the Minnesota Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act in a number of click throughs.
Should you be currently a US Legal Forms client, log in to the account and click on the Down load switch to get the Minnesota Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act. You can even access varieties you formerly downloaded within the My Forms tab of the account.
Should you use US Legal Forms the very first time, follow the instructions below:
- Step 1. Make sure you have selected the form to the correct town/region.
- Step 2. Utilize the Preview option to examine the form`s articles. Don`t neglect to see the explanation.
- Step 3. Should you be not satisfied with all the type, make use of the Lookup field at the top of the display screen to get other types in the legal type template.
- Step 4. After you have discovered the form you will need, click on the Acquire now switch. Choose the pricing strategy you like and add your accreditations to register to have an account.
- Step 5. Method the deal. You can utilize your credit card or PayPal account to finish the deal.
- Step 6. Pick the file format in the legal type and download it on the gadget.
- Step 7. Complete, change and print or sign the Minnesota Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act.
Each and every legal record template you get is your own for a long time. You may have acces to every single type you downloaded inside your acccount. Go through the My Forms area and pick a type to print or download again.
Compete and download, and print the Minnesota Sections 302A.471 and 302A.473 of Minnesota Business Corporation Act with US Legal Forms. There are many professional and condition-certain varieties you may use for your company or personal requirements.
Form popularity
FAQ
An action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting by written action signed, or consented to by authenticated electronic communication, by all of the shareholders entitled to vote on that action.
(a) A shareholder shall not assert dissenters' rights as to less than all of the shares registered in the name of the shareholder, unless the shareholder dissents with respect to all the shares that are beneficially owned by another person but registered in the name of the shareholder and discloses the name and address ...
In discharging the duties of the position of director, a director may, in considering the best interests of the corporation, consider the interests of the corporation's employees, customers, suppliers, and creditors, the economy of the state and nation, community and societal considerations, and the long-term as well ...
A shareholder, beneficial owner, or holder of a voting trust certificate who has gained access under this section to any corporate record including the share register may not use or furnish to another for use the corporate record or a portion of the contents for any purpose other than a proper purpose.
When written action is permitted to be taken by less than all directors, all directors shall be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action.
The fiduciary duty is breached where the agent's personal interests and fiduciary duty conflict, where the fiduciary's duty conflicts with another fiduciary duty, or where the fiduciary profits from his position without the principal's express knowledge and consent.
A prohibition or limit on indemnification or advances may not apply to or affect the right of a person to indemnification or advances of expenses with respect to any acts or omissions of the person occurring prior to the effective date of a provision in the articles or the date of adoption of a provision in the bylaws ...
An action required or permitted to be taken at a board meeting may be taken by written action signed, or consented to by authenticated electronic communication, by all of the directors.