Chapter 300 Repeal Now Effective
By: LYNN M. GARDIN
September 2006
The long-awaited repeal of Minnesota Statutes Chapter 300 (previously governing the formation, organization, and related corporate operational matters of Minnesota state banks) became effective August 1, 2006. As a result, Minnesota state banks are now subject to Minnesota Statutes Chapter 302A (known as the “Minnesota Business Corporations Act”) which is also applicable to bank holding companies incorporated in Minnesota.
The effect of the repeal is to modernize the corporate law applicable to Minnesota state banks and provide greater flexibility in the bank’s organization and corporate operations. It is important to note, however, that to the extent any provision in Chapter 302A conflicts with any of the statutes expressly applicable to Minnesota state banks (that is, Minnesota Statutes Chapters 46 through 49), then the provisions of Chapters 46 through 49 control.
The applicability of Chapter 302A to a Minnesota state bank is automatic. However, the provisions contained in a Minnesota state bank’s existing Certificate of Incorporation and Bylaws will continue to apply. So, as you approach your next annual meeting of the bank’s shareholders, you may want to consider restating the bank’s Certificate of Incorporation and Bylaws to incorporate the more flexible provisions now available to Minnesota state banks as a result of the repeal of Chapter 300.