Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 319B.12. Transition provisions

(1) “professional corporation” has the meaning given insection 319A.02, subdivision 4;

(2) “foreign professional corporation” has the meaning given in 319A.02, subdivision 5; and

(3) “corporation” has the meaning given insection 319A.02, subdivision 7.

Subd. 3. Early election into this chapter by chapter 319A organizations. (a) At any time before January 1, 1999, a professional corporation organized under chapter 319A and a foreign professional corporation governed by chapter 319A may elect to be governed bysections 319B.01to319B.12. To make that election, the professional corporation or foreign professional corporation must:

(b) Regardless of the date an electing professional corporation or foreign professional corporation actually makes its election under this subdivision, the electing professional corporation or foreign professional corporation may make the election effective as of January 1, 1997. Except as allowed by this paragraph, an election under this subdivision is effective on the date the electing professional corporation or foreign professional corporation complies with paragraph (a).

(c) The law and documents that govern the structure, governance, operations, and other internal affairs of a professional corporation or foreign professional corporation when the corporation is deciding whether, when, and as of when to make an election under this subdivision control the manner of making those decisions.

Subd. 4. All use of chapter 319A ended; deemed election for Minnesota professional firms. (a) Beginning January 1, 1999:

(b) On January 1, 1999, a Minnesota professional corporation that has not elected to be governed bysections 319B.01to319B.12will be considered to have made that election, and the professional corporation's purposes, as stated undersection 319A.03, clause (2), will be considered to be the specification required bysection 319B.03, subdivision 2, clause (3).