VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.

302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES. § Subdivision 1.Manner. A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section. § Subd. 2.Articles of dissolution. (a) A majority of the incorporators or directors shall sign articles of dissolution containing: (1) the name of the corporation; (2) the date of incorporation; (3) a statement that shares have not been issued; (4) a statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and (5) a statement that no debts remain unpaid. (b) The articles of dissolution shall be filed with the secretary of state. § Subd. 3.Effective date. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. § Subd. 4.Certificate. The secretary of state shall issue to the dissolved corporation or its legal representative a certificate of dissolution that contains: (a) the name of the corporation; (b) the date the articles of dissolution were filed with the secretary of state; and (c) a statement that the corporation is dissolved. History: 1981 c 270 s 99; 1993 c 17 s 55,56; 2011 c 106 s 5