Subdivision 1.Authorization.

The articles or bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims must be brought exclusively in any or all of the courts in this state. The articles or bylaws must not prohibit bringing an internal corporate claim in the courts of this state.

Subd. 2.Definition.

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Terms Used In Minnesota Statutes 302A.191

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • state: extends to and includes the District of Columbia and the several territories. See Minnesota Statutes 645.44

“Internal corporate claim” means any:

(a) claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in such capacity;

(b) derivative action or proceeding brought on behalf of the corporation; or

(c) action asserting a claim arising under this chapter or the corporation’s articles or bylaws.