Can a Minnesota 308B cooperative take outside investors?
Yes, if the articles authorize nonpatron membership interests and the bylaws or a member control agreement set the conditions, subject to securities law and the minimum financial share reserved for patron members.
Chapter 308B recognizes a nonpatron membership interest, which does not require the holder to do business with the cooperative to receive financial rights or distributions P1, § 308B.005, subd. 19. Nonpatron interests need authorization in the articles and conditions in a member control agreement or the bylaws P1, § 308B.601, subd. 5.
Limits come from the statute: patron interests collectively hold at least 60 percent of financial rights to profit allocations and distributions, or at least 15 percent if authorized as § 308B.601, subd. 3 requires P1, § 308B.601, subd. 3. The bylaws cannot reduce the patron members' collective vote below 15 percent of the total vote P1, § 308B.545, subd. 1.
Selling interests to investors also raises securities-law questions. See Raise member equity and capital and Understand securities rules before raising money.
Statute sections referenced
- § 308B.005 DEFINITIONS.
- § 308B.545 MEMBER VOTING RIGHTS.
- § 308B.601 MEMBERSHIP INTERESTS.
Related
Sources
- P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)