Minnesota Statutes

Minn. Stat. § 302A.361 (2026)

Standard Of Conduct

✓ current as of May 2026

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Subdivision 1.Standard; liability.

An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A person who so performs those duties is not liable by reason of being or having been an officer of the corporation. A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated pursuant to section 302A.351 is deemed an officer for purposes of this section and sections 302A.467 and 302A.521.

Subd. 2.Liability; elimination or limitation.

The articles of a corporation may provide that an officer's personal liability to the shareholders for monetary damages for breach, during the time the corporation is a publicly held corporation, of fiduciary duty as an officer may be eliminated or limited. The articles must not eliminate or limit the liability of an officer:

(1) for any breach of the officer's duty of loyalty to the corporation or the corporation's shareholders;

(2) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

(3) under section 80A.76;

(4) for any transaction from which the officer derived an improper personal benefit;

(5) in any action by or in the right of the corporation; or

(6) for any act or omission occurring prior to the date when the provision in the articles eliminating or limiting liability becomes effective.

Notes of Decisions

Cited in 5 cases, 1990–2017 · leading case: TCI Bus. Capital, Inc. v. Five Star Am. Die Casting, LLC, Brian T. Flynn, 890 N.W.2d 423 (Minn. Ct. App. 2017).

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TCI Bus. Capital, Inc. v. Five Star Am. Die Casting, LLC, Brian T. Flynn, 890 N.W.2d 423 (Minn. Ct. App. 2017). · cites it 8× “” Minn. Stat. § 302A.361 (2016). “A person exercising the principal functions of an office or to whom some or all of the duties and powers of an office are delegated .”

Bolander v. Bolander, 703 N.W.2d 529 (Minn. Ct. App. 2005). · cites it 4× “Minn.Stat. § 302A.361 (2004). "Good faith" is defined as "honesty in fact in the conduct of the act or transaction concerned.”

PJ Acquisition Corp. v. Skoglund, 453 N.W.2d 1 (Minn. 1990). · cites it 4× “The identical standard is applicable to officers of a corporation via Minn.Stat. § 302A.361. The reporter's notes once again are helpful: Directors have great powers over the corporation, and few restrictions.”

Gordon Dodge v. Charlotte Stack (Minn. Ct. App. 2016). · cites it 4× “See Minn. Stat. § 302A.361 (2014) (“An officer shall discharge the duties of an office in good faith, in a manner the officer reasonably believes to be in the best interests of the corporation .”

Larson v. Lakeview Lofts, LLC, 804 N.W.2d 350 (Minn. Ct. App. 2011). “§ 302A.361 (2010) (applying the same standard of conduct to an officer of a corporation); Minn.”

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