VOLUNTARY DISSOLUTION BY INCORPORATORS.

317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS. § Subdivision 1.Manner. If the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 317A.171, a corporation may be dissolved by the incorporators as provided in this section. § Subd. 2.Articles of dissolution. (a) A majority of the incorporators shall sign articles of dissolution containing: (1) the name of the corporation; (2) the date of incorporation; (3) a statement that the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected at an organizational meeting; (4) a statement that no debts remain unpaid; and (5) a statement that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable. (b) The articles of dissolution must 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 a certificate of dissolution that contains: (1) the name of the corporation; (2) the date the articles of dissolution were filed with the secretary of state; and (3) a statement that the corporation is dissolved. History: 1989 c 304 s 95; 1990 c 488 s 33; 2011 c 106 s 13