Title Minnesota Statutes, Minnesota Statutes

317A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT. § Subdivision 1.Contents. If dissolution of the corporation is approved under section 317A.721, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice must contain: (1) the name of th…

317A.725 PROCEDURE IN DISSOLUTION. § Subdivision 1.Collection; payment. When a notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible: (1) to collect or make pr…

317A.727 NOTICE TO CREDITORS AND CLAIMANTS. § Subdivision 1.When permitted; how given. When a notice of intent to dissolve has been filed with the secretary of state and the attorney general, if applicable, the corporation may give notice of the filing to each creditor of and cla…

317A.729 CLAIMS IN DISSOLUTION. If the corporation gives notice to creditors and claimants under section 317A.727: (1) the corporation has 30 days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the …

317A.730 STATUTE OF LIMITATIONS. § Subdivision 1.Corporations that give notice. If the corporation gives notice to creditors and claimants under section 317A.727: (1) the claim of a creditor or claimant to whom notice is given who fails to file a claim according to the procedures…

317A.731 REVOCATION OF DISSOLUTION PROCEEDINGS. § Subdivision 1.Generally. Dissolution proceedings begun under section 317A.721 may be revoked before the articles of dissolution are filed as provided in this section. § Subd. 2.Revocation by board. The board may adopt a resolution…

317A.733 ARTICLES OF DISSOLUTION; CERTIFICATE OF DISSOLUTION; EFFECT. § Subdivision 1.Articles; when filed. Articles of dissolution for a corporation dissolving under section 317A.721 must be filed with the secretary of state after compliance with section 317A.811, if applicable,…

317A.735 DISTRIBUTION OF ASSETS. § Subdivision 1.General. In performing their duties under section 317A.725, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority: (1) distribution of …

317A.741 SUPERVISED VOLUNTARY DISSOLUTION. After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with …

317A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. § Subdivision 1.General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in …

317A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION. § Subdivision 1.Action before hearing. In dissolution proceedings the court may issue injunctions, appoint receivers with powers and duties the court directs, take other actions required to preserve the corpor…

317A.755 QUALIFICATIONS OF RECEIVERS; POWERS. § Subdivision 1.Qualifications. Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give bond as required by section 576.27. § Subd. 2.Powers. A receiver may sue and defend all actions as receive…

317A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE. § Subdivision 1.Filing may be required. In a proceeding under section 317A.751 to dissolve a corporation, the court may require creditors and claimants of the corporation to file their claims pursuant to section 576.49. The recei…

317A.763 DECREE OF DISSOLUTION. § Subdivision 1.Procedure; when entered. In an involuntary or supervised voluntary dissolution, the court shall provide for the discharge of obligations and the distribution of the assets as set forth in section 317A.753, subdivision 4, and shall e…

317A.765 FILING DECREE. After the court enters a decree dissolving a corporation, the court administrator shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree. History: 1989 c 304 s 1…

317A.771 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN PERSONS. Upon dissolution of a corporation, the part of the assets distributable to a person who is unknown or cannot be found, or who is under disability, if there is no person legally competent to…

317A.781 CLAIMS BARRED; EXCEPTIONS. § Subdivision 1.Claims barred. A person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arb…

317A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION. After a corporation has been dissolved, its former officers, directors, or members with voting rights may assert or defend, in the name of the corporation, a claim by or against the corporation. History: 1989 c 304 s 114

317A.791 OMITTED ASSETS. Title to assets remaining after payment of the debts, obligations, or liabilities and after distributions may be transferred by a court in this state. History: 1989 c 304 s 115

317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. § Subdivision 1.When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantial…

317A.813 REMEDIAL POWERS OF ATTORNEY GENERAL. The attorney general has the powers in sections 8.31 and 501B.40 and 501B.41, to supervise and investigate corporations under this chapter and to bring proceedings to secure compliance. History: 1989 c 304 s 119; 1989 c 340 art 2 s 11

317A.821 INITIAL CORPORATE REGISTRATION WITH SECRETARY OF STATE. § Subdivision 1.Notice from secretary of state; registration required. (a) Before February 1, 1990, the secretary of state shall mail a corporate registration form by first-class mail to each corporation at its last…

317A.823 ANNUAL CORPORATE RENEWAL. § Subdivision 1.Annual renewal. (a) The secretary of state may send annually to each corporation, using the information provided by the corporation pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need …

317A.825 ACCEPTANCE OF REGISTRATION BY SECRETARY OF STATE. The secretary of state may accept a registration under section 317A.821 or 317A.823 if the information on the registration is in substantial compliance with these sections, even if the information on the registration is n…

317A.827 CONTINUATION FOR CERTAIN PURPOSES; REINSTATEMENT. § Subdivision 1. MS 1998 [Repealed by amendment, 2000 c 395 s 11] § Subdivision 1.Attorney general powers continued. A corporation dissolved under section 317A.823 continues for three years after the dissolution date for …

317A.901 SERVICE OF PROCESS ON CORPORATION. § Subdivision 1.Who may be served. A process, notice, or demand required or permitted by law to be served upon a corporation may be served upon the registered agent, if any, of the corporation named in the articles, upon an officer of t…

317A.903 STATE INTERESTED; PROCEEDINGS. If it appears at any stage of a proceeding in a court in this state that the state is, or is likely to be, interested in the proceeding, or that it is a matter of general public interest, the court shall order that a copy of the complaint o…

317A.905 CHAMBERS OF COMMERCE, BOARDS OF TRADE, EXCHANGES. § Subdivision 1.Special purposes. A corporation may be formed under this chapter to: (1) acquire and disseminate useful business information; (2) promote equitable principles of trade; or (3) establish, maintain, and enfo…

317A.907 CORPORATIONS TO SECURE OR MAINTAIN HOMES FOR DEPENDENT CHILDREN. § Subdivision 1.Purposes. A corporation may be formed for the following purposes: (1) securing homes for orphaned, homeless, abandoned, neglected, or mistreated children; or (2) establishing and maintaining…

317A.909 CORPORATIONS FOR RELIGIOUS PURPOSES. § Subdivision 1.Benefits for members. When authorized by its members or otherwise, a corporation formed for a religious purpose may provide directly or through a church benefits board for: (1) support and payment of benefits to its mi…