10-173 10-173 . . . Amendment of Articles of Incorporation to provide that corporation be governed by Section 203 of Delaware General Corporation Law, (b) increase number of stockholders required to call special stockholder's meeting from 15% of outstanding shares to a majority, (c) require that stockholders may take action only at a meeting of stockholders, (d) provide that Board of Directors shall have power to fill interim vacancies on Board, (e) provide that stock issuances resulting in a person holding more than 5% of voting power of corporation may be made without stockholder approval, but only if (i) issuance or sale is to a person not affiliated with corporation and (ii) issuance or sale is approved by majority of Non-employee Directors, (f) give Board authority to enter into severance arrangements that are contingent upon a change of control, merger or acquisition of corporation only if (i) such arrangement is approved by majority of Non-employee Directors and (ii) payments to any individual pursuant to such arrangement are limited to maximum amount which does not result in "excess parachute payments" under Section 280G of Internal Revenue Code of 1986, and (g) change stockholder approval requirement for certain amendments of Articles of Incorporation from 75% of outstanding shares to majority of outstanding shares
Minnesota Amendments to certificate of incorporation
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All Minnesota LLCs must file an annual renewal, also known as an annual report. The reports must be sent by December 31st each year to the Secretary of State's Business Services office. This process is vital for keeping your LLC in good standing.
There is no fee for filing the annual renewal if the entity is active and in good standing. An entity that has been dissolved by our office for failure to file an annual renewal, may retroactively reinstate its existence by filing the current year's renewal and pay the applicable fee.
How do you dissolve a Minnesota Corporation? Corporations which have issued shares: To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A.
If you are a Minnesota-organized business entity, file the applicable business name change form and filing fee with the Secretary of State. 3.) If you are a foreign business entity, file the applicable form and filing fee with the Minnesota Secretary of State: Foreign corporation -- Name Change Amendment Form.
Minnesota LLC members must pay federal income tax at the 15.3% self-employment rate plus state income tax at a graduated rate. Minnesota collects a state sales tax of 6.875%, and most municipalities also levy a local sales tax.
Minnesota Annual Report Information. Businesses and nonprofits are required to file annual reports to stay in good standing with the secretary of state.
Minnesota Annual Renewal: $0 Minnesota LLCs must file an annual report called the Minnesota Annual Renewal. There is no fee to file your Annual Renewal as long as you file by the due date, which is December 31st each year, starting the year after you form your LLC.
To file in person or by mail, submit the Amendment of Articles of Incorporation to the Minnesota SOS. The form you need to amend your articles of incorporation is in your online account when you sign up for registered agent service with Northwest. Keep the original copy and submit a legible photocopy to the SOS.