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Minnesota Statutes, Title Minnesota Statutes

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Minnesota/Statutes

← All Minnesota coverage

Title Minnesota Statutes, Minnesota Statutes

1,133 chapters · 28,363 sections in this title.

All chapters in Title Minnesota Statutes28,363 Ch 336, UNIFORM COMMERCIAL CODE642 Ch 524, UNIFORM PROBATE CODE394 Ch 609, CRIMINAL CODE377 Ch 144, DEPARTMENT OF HEALTH361 Ch 469, ECONOMIC DEVELOPMENT257 Ch 473, METROPOLITAN GOVERNMENT247 Ch 148, PUBLIC HEALTH OCCUPATIONS206 Ch 169, TRAFFIC REGULATIONS200 Ch 256B, MEDICAL ASSISTANCE FOR NEEDY PERSONS196 Ch 60A, GENERAL INSURANCE POWERS195 Ch 13, GOVERNMENT DATA PRACTICES177 Ch 115A, WASTE MANAGEMENT171 Ch 325F, CONSUMER PROTECTION; PRODUCTS AND SALES168 Ch 383B, HENNEPIN COUNTY168

28,363 sections·Filtered byTitle Minnesota Statutes✕

Minn. Stat. § 302A.688 [Never effective, 2015 c 39 s 45]
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302A.688 [Never effective, 2015 c 39 s 45]
Minn. Stat. § 302A.691 EFFECT OF CONVERSION.
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302A.691 EFFECT OF CONVERSION. § Subdivision 1.Same entity. An organization that has been converted pursuant to sections 302A.682 to 302A.692 is for all purposes the same entity that existed before the conversion. § Subd. 2.Effect on converting organization. When a conversion tak…
Minn. Stat. § 302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS.
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302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS. § Subdivision 1.Personal liability of shareholder. If a shareholder of a converting corporation will have personal liability with respect to a converted organization, approval or amendment of a plan of conversion is ineffective wi…
Minn. Stat. § 302A.701 METHODS OF DISSOLUTION.
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302A.701 METHODS OF DISSOLUTION. A corporation may be dissolved: (a) before the issuance of shares, pursuant to section 302A.711; (b) after the issuance of shares, pursuant to sections 302A.721 to 302A.7291; (c) by order of a court pursuant to sections 302A.741 to 302A.765; or (d…

Showing 17,301–17,350 of 28,363

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Minn. Stat. § 302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.

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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 incorpor…

Minn. Stat. § 302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES.

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302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES. § Subdivision 1.Manner. After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section. § Subd. 2.Notice; approval. (a) If the corporation has outstanding shares: (1) Wr…

Minn. Stat. § 302A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.

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302A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT. § Subdivision 1.Contents. If dissolution of the corporation is approved pursuant to section 302A.721, subdivision 2, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice shall conta…

Minn. Stat. § 302A.725 PROCEDURE IN DISSOLUTION.

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302A.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: (a) To collect or make pr…

Minn. Stat. § 302A.727 DISSOLUTION PROCEDURE FOR CORPORATIONS THAT GIVE NOTICE TO CREDITORS AND CLAIMANTS.

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302A.727 DISSOLUTION PROCEDURE FOR CORPORATIONS THAT GIVE 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, the corporation may give notice of the filing to each creditor o…

Minn. Stat. § 302A.7291 DISSOLUTION PROCEDURE FOR CORPORATIONS THAT DO NOT GIVE NOTICE.

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302A.7291 DISSOLUTION PROCEDURE FOR CORPORATIONS THAT DO NOT GIVE NOTICE. § Subdivision 1.Articles of dissolution; when filed. Articles of dissolution for a corporation that has not given notice to creditors and claimants in the manner provided in section 302A.727 must be filed w…

Minn. Stat. § 302A.731 REVOCATION OF DISSOLUTION PROCEEDINGS.

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302A.731 REVOCATION OF DISSOLUTION PROCEEDINGS. § Subdivision 1.Generally. Dissolution proceedings commenced pursuant to section 302A.721 may be revoked prior to filing of articles of dissolution. § Subd. 2.Notice to shareholders; approval. Written notice shall be given to every …

Minn. Stat. § 302A.734 EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE.

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302A.734 EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE. § Subdivision 1.Effective date. When the articles of dissolution have been filed with the secretary of state, or on a later date or a later time each within 30 days after filing if the articles of dissolution so provide, the co…

Minn. Stat. § 302A.741 SUPERVISED VOLUNTARY DISSOLUTION.

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302A.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 or, for good cause shown, a shareholder or creditor may apply to a court within th…

Minn. Stat. § 302A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION.

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302A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. § Subdivision 1.When permitted. A court may grant any equitable relief it deems just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business: (a) In a supervised vol…

Minn. Stat. § 302A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION.

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302A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION. § Subdivision 1.Action before hearing. In dissolution proceedings the court may issue injunctions, appoint receivers with all powers and duties the court directs, take other actions required to preserve the co…

Minn. Stat. § 302A.755 QUALIFICATIONS OF RECEIVERS; POWERS.

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302A.755 QUALIFICATIONS OF RECEIVERS; POWERS. § Subdivision 1.Qualifications. Any person qualified under section 576.26 may be appointed as receiver. A receiver shall give bond as required by section 576.27. § Subd. 2.Powers. A receiver may sue and defend all actions as receiver …

Minn. Stat. § 302A.757 ACTION BY ATTORNEY GENERAL.

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302A.757 ACTION BY ATTORNEY GENERAL. § Subdivision 1.When permitted. A corporation may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general when it is established that: (a) the articles and certificate of incorporation were pr…

Minn. Stat. § 302A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE.

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302A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE. § Subdivision 1.Manner and form. In proceedings referred to in section 302A.751 to dissolve a corporation, the court may require all creditors and claimants of the corporation to file their claims pursuant to section 576.49. The …

Minn. Stat. § 302A.761 DISCONTINUANCE OF DISSOLUTION PROCEEDINGS.

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302A.761 DISCONTINUANCE OF DISSOLUTION PROCEEDINGS. The involuntary or supervised voluntary dissolution of a corporation shall be discontinued at any time during the dissolution proceedings when it is established that cause for dissolution no longer exists. When this is establish…

Minn. Stat. § 302A.763 DECREE OF DISSOLUTION.

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302A.763 DECREE OF DISSOLUTION. § Subdivision 1.When entered. In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the corporation have been paid or discharged and all of its remaining…

Minn. Stat. § 302A.765 FILING DECREE.

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302A.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 shall not charge a fee for filing the decree. History: 1981 c 270 s…

Minn. Stat. § 302A.771 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN SHAREHOLDERS.

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302A.771 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN SHAREHOLDERS. Upon dissolution of a corporation, the portion of the assets distributable to a shareholder who is unknown or cannot be found, or who is under disability, if there is no person legally…

Minn. Stat. § 302A.781 CLAIMS BARRED; EXCEPTIONS.

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302A.781 CLAIMS BARRED; EXCEPTIONS. § Subdivision 1.Claims barred. Except as provided in this section, a creditor or claimant whose claims are barred under section 302A.727, 302A.7291, or 302A.759 includes a person who is or becomes a creditor or claimant at any time before, duri…

Minn. Stat. § 302A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.

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302A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION. After a corporation has been dissolved, any of its former officers, directors, or shareholders may assert or defend, in the name of the corporation, any claim by or against the corporation. History: 1981 c 270 s 118

Minn. Stat. § 302A.791 OMITTED ASSETS.

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302A.791 OMITTED ASSETS. Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to shareholders may be transferred by a court in this state. History: 1981 c 270 s 119

Minn. Stat. § 302A.821 MINNESOTA CORPORATE RENEWAL.

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302A.821 MINNESOTA CORPORATE RENEWAL. § Subdivision 1. MS 1998 [Renumbered subd 2] § 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…

Minn. Stat. § 302A.901 SERVICE OF PROCESS ON CORPORATION.

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302A.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 either upon the registered agent, if any, of the corporation named in the articles, or upon an of…

Minn. Stat. § 302A.917 STATE INTERESTED; PROCEEDINGS.

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302A.917 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 therein, or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition…

Minn. Stat. § 302A.92 SELECTION OF TRUSTEES OR DIRECTORS BY A CORPORATION CREATED BY SPECIAL ACT.

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302A.92 SELECTION OF TRUSTEES OR DIRECTORS BY A CORPORATION CREATED BY SPECIAL ACT. § Subdivision 1.Resolution changing the method of selection. A corporation created by a special act of the legislature of the Territory or the State of Minnesota which prescribes a method of selec…

Minn. Stat. § 303.01 CITATION.

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303.01 CITATION. Sections 303.01 to 303.24 may be cited as the "Minnesota Foreign Corporation Act." History: (7495-25) 1935 c 200 s 25

Minn. Stat. § 303.02 DEFINITIONS.

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303.02 DEFINITIONS. § Subdivision 1.Terms. For the purposes of this chapter the terms defined in this section have the meanings ascribed to them. § Subd. 2.Corporation. "Corporation" means a corporation formed for profit and includes a cooperative. § Subd. 3.Foreign trust associa…

Minn. Stat. § 303.03 FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF AUTHORITY.

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303.03 FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF AUTHORITY. No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do; and no foreign corporation whose certificate of authority has been revoked or canceled pursuant to the…

Minn. Stat. § 303.04 ENGAGING IN BANKING; LIMITATION.

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303.04 ENGAGING IN BANKING; LIMITATION. No foreign corporation shall transact in this state the business which only a bank, trust company, or savings association may transact in this state except as provided in section 303.25. History: (7495-3) 1935 c 200 s 3; 1941 c 164 s 1; 194…

Minn. Stat. § 303.05 NAMES OF CORPORATIONS.

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303.05 NAMES OF CORPORATIONS. § Subdivision 1.Certificate of authority, when not issued. No certificate of authority shall be issued to a foreign corporation if the name of that foreign corporation would be prohibited to a corporation under the provisions of chapter 302A. The nam…

Minn. Stat. § 303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY.

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303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY. § Subdivision 1.Contents. In order to procure a certificate of authority to transact business in this state, a foreign corporation shall make application therefor to the secretary of state, which application shall set forth: (1) th…

Minn. Stat. § 303.07 LICENSE FEES.

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303.07 LICENSE FEES. § Subdivision 1.Initial fee. At the time of making application for a certificate of authority the foreign corporation making the application shall pay to the commissioner of management and budget the sum of $150 as an initial license fee. § Subd. 2. [Repealed…

Minn. Stat. § 303.08 ISSUANCE OF CERTIFICATE OF AUTHORITY.

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303.08 ISSUANCE OF CERTIFICATE OF AUTHORITY. § Subdivision 1.By secretary of state. If the application be according to law, the secretary of state, when all fees and charges have been paid as required by law, shall file the application and the certificate of existence, and shall …

Minn. Stat. § 303.09 POWERS SAME AS DOMESTIC CORPORATION.

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303.09 POWERS SAME AS DOMESTIC CORPORATION. After the issuance of a certificate of authority by the secretary of state and until cancellation or revocation thereof or issuance of a certificate of withdrawal, the corporation shall possess within this state the same rights and priv…

Minn. Stat. § 303.10 OFFICE AND AGENT.

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303.10 MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 12] 303.10 OFFICE AND AGENT. Every non-Minnesota corporation shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent…

Minn. Stat. § 303.11 NOTICE OF NAME CHANGES, WHERE FILED.

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303.11 NOTICE OF NAME CHANGES, WHERE FILED. Each foreign corporation authorized to transact business in this state, shall, whenever it changes its name, dissolves, or merges, certify to the secretary of state that the foreign corporation has changed its name, dissolved, or merged…

Minn. Stat. § 303.115 FOREIGN PROFESSIONAL FIRM FILINGS.

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303.115 FOREIGN PROFESSIONAL FIRM FILINGS. When a foreign corporation uses chapter 319B to elect professional firm status, rescind that status, or change the specification of professional services required under section 319B.04, the foreign corporation must file with the secretar…

Minn. Stat. § 303.13 SERVICE OF PROCESS.

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303.13 SERVICE OF PROCESS. § Subdivision 1.Foreign corporation. A foreign corporation shall be subject to service of process, as follows: (1) by service on its registered agent; or (2) as provided in section 5.25. § Subd. 2. [Repealed, 1995 c 128 art 1 s 20] § Subd. 3. [Repealed,…

Minn. Stat. § 303.14 ANNUAL RENEWAL.

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303.14 ANNUAL RENEWAL. § Subdivision 1.Notice; filing. Each calendar year beginning in the calendar year following the calendar year in which a corporation receives a certificate of authority to do business in Minnesota, the secretary of state may send to the corporation, using t…

Minn. Stat. § 303.16 WITHDRAWAL FROM STATE.

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303.16 WITHDRAWAL FROM STATE. § Subdivision 1.Application for withdrawal, filing. If a foreign corporation holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal. § Subd. 2.Contents of application. The appli…

Minn. Stat. § 303.17 LICENSE REVOCATION.

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303.17 LICENSE REVOCATION. § Subdivision 1.Grounds. The certificate of authority of a foreign corporation to transact business in this state shall be revoked by the secretary of state if it fails: (1) to pay any fee due under the provisions of this chapter; (2) to designate a reg…

Minn. Stat. § 303.18 CANCELLATION OF CERTIFICATE OF AUTHORITY.

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303.18 CANCELLATION OF CERTIFICATE OF AUTHORITY. § Subdivision 1.Action by attorney general; grounds. When the public interest may require, the attorney general shall bring an action against a foreign corporation to cancel its certificate of authority to transact business in this…

Minn. Stat. § 303.19 REINSTATEMENT.

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303.19 REINSTATEMENT. § Subdivision 1.Required filing. Any foreign corporation whose certificate of authority to do business in this state shall have been revoked or canceled may reinstate that authority by filing an annual renewal and the fee required by subdivision 2 with the s…

Minn. Stat. § 303.20 FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS LICENSED.

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303.20 FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS LICENSED. No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certif…

Minn. Stat. § 303.21 FEES.

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303.21 FEES. § Subdivision 1. [Repealed, 3Sp1981 c 2 art 1 s 75] § Subd. 2. [Repealed, 3Sp1981 c 2 art 1 s 75] § Subd. 3.Other instruments. A fee of $50 shall be paid to the secretary of state for filing any instrument, other than the annual report required by section 303.14, req…

Minn. Stat. § 303.22 APPLICABLE TO PRESENT CORPORATIONS.

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303.22 APPLICABLE TO PRESENT CORPORATIONS. Except as in this section otherwise provided, this chapter shall be applicable to all foreign corporations heretofore or hereafter transacting business in this state. Any foreign corporation licensed to transact business in this state wh…