MN HF2190

Establishes prefiling document review process allowing businesses to submit documents to the Secretary of State for $250 nonrefundable fee to verify compliance with statutory requirements before official filing, with approval valid for six months.

Expands conversion authority to allow domestic corporations and limited liability companies to convert to foreign entities, and foreign entities to convert to domestic organizations, with additional filing requirements for foreign converted organizations.

Adds class or series voting rights for shareholders and members on proposed amendments affecting their interests, including amendments creating rights, changing preferences, or creating superior share classes.

Clarifies officer and manager liability standards, specifying that persons performing delegation duties properly are not liable by reason of their position, and establishes standards for delegation supervision.

Modifies dissenter rights to include fractional share combinations, updates interest rate calculation references, and expands merger/exchange plan requirements to allow cancellation of ownership interests.