Fill and Sign the Minnesota Dissolve Form

VOLUNTARY CORPORATE DISSOLUTION MINNESOTA Electronic Version STATUTORY REFERENCE MINNESOTA STATUTES, §§ 302A.701 through 302A.791 INTRODUCTORY NOTES AND LAW SUMMARY In Minnesota, a corporation may be dissolved by the incorporators, by the shareholders, by order of a court, or by the secretary of state. Additionally, a voluntary dissolution may be completed with or without notice to creditors and claimants. THIS FORM PACKET ADDRESSES ONLY VOLUNTARY DISSOLUTION BY INCORPORATORS OR SHAREHOLDERS WHERE NOTICE TO CREDITORS AND CLAIMANTS IS GIVEN. A corporation that has not issued shares may be dissolved by the incorporators or directors if a majority of the incorporators or directors filing 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. A corporation may be dissolved by the shareholders. Written notice must be given to each shareholder, whether or not entitled to vote at a meeting of shareholders, within the time and in the manner provided by law for notice of meetings of shareholders and, whether the meeting is a regular or a special meeting, the notice must state that a purpose of the meeting is to consider dissolving the corporation. If the proposed dissolution is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, dissolution shall be commenced. If dissolution of the corporation is approved by the shareholders, the corporation must file with the secretary of state a notice of intent to dissolve. The notice must contain: (a) The name of the corporation; (b) The date and place of the meeting at which the resolution was approved; (c) A statement that the requisite vote of the shareholders was received, or that all shareholders entitled to vote signed a written action. The filing with the secretary of state of a notice of intent to dissolve does not affect any remedy in favor of the corporation or any remedy against it or its directors, officers, or shareholders in those capacities, except as provided by law. When the notice of intent to dissolve has been filed with the secretary of state, the corporation must cease to carry on its business except to the extent necessary for the winding up of the corporation. The shareholders retain the right to revoke the dissolution and the right to remove directors or fill vacancies on the board. Corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state. 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, must proceed as soon as possible: (a) To collect or make provision for the collection of all known debts due or owing to the corporation, including unpaid subscriptions for shares; (b) Except as provided by law, to pay or make provision for the payment of all known debts, obligations, and liabilities of the corporation according to their priorities; and (c) To give notice to creditors and claimants under §302A.727 or to proceed under section §302A.7291. When a notice of intent to dissolve has been filed with the secretary of state, the directors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolving corporation without a vote of the shareholders. All tangible or intangible property, including money, remaining after the discharge of, or after making adequate provision for the discharge of, the debts, obligations, and liabilities of the corporation must be distributed to the shareholders in accordance with §302A.551 (4). 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 of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent. If notice to creditors and claimants is given, it must be given by publishing the notice once each week for four successive weeks in a legal newspaper in the county or counties where the registered office and the principal executive office of the corporation are located and by giving written notice to known creditors and claimants. The notice to creditors and claimants must contain: (a) A statement that the corporation is in the process of dissolving; (b) A statement that the corporation has filed with the secretary of state a notice of intent to dissolve; (c) The date of filing the notice of intent to dissolve; (d) The address of the office to which written claims against the corporation must be presented; and (e) The date by which all the claims must be received, which must be the later of 90 days after published notice or, with respect to a particular known creditor or claimant, 90 days after the date on which written notice was given to that creditor or claimant. Published notice is deemed given on the date of first publication for the purpose of determining this date. A corporation that gives notice to creditors and claimants 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 notice to accept or reject the claim by giving written notice to the person submitting it. A claim not expressly rejected is deemed accepted. A creditor or claimant to whom notice is given and whose claim is rejected by the corporation has 60 days from the date of rejection, 180 days from the date the corporation filed with the secretary of state the notice of intent to dissolve, or 90 days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue any other remedies with respect to the claim. A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in §302A.781. A creditor or claimant whose claim is rejected by the corporation is barred from suing on that claim or otherwise realizing upon or enforcing it if the creditor or claimant does not initiate legal, administrative, or arbitration proceedings with respect to the claim within the time provided by law. Articles of dissolution for a corporation that has given notice to creditors and claimants under this section must be filed with the secretary of state after: (1) the 90-day has expired and the payment of claims of all creditors and claimants filing a claim within that period has been made or provided for; or (2) the longest of the periods described above has expired and there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided. Articles of dissolution must state: (1) the last date on which the notice was given and that the payment of all creditors and claimants filing a claim within the 90-day period has been made or provided for or the date on which the longest of the periods described above expired; (2) that the remaining property, assets, and claims of the corporation have been distributed among its shareholders in accordance with the statutory provisions or that adequate provision has been made for that distribution; and (3) that there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. 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 the county in which the registered office of the corporation is situated to have the dissolution conducted or continued under the supervision of the court as provided in §§ 302A.751 to 302A.781. 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 competent to receive the distributive portion, must be reduced to money and deposited with the state treasurer. The amount deposited is appropriated to the state treasurer and must be paid over to the shareholder or a legal representative, upon proof satisfactory to the state treasurer of a right to payment. A creditor or claimant whose claims are barred by law includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, and all those claiming through or under the creditor or claimant. At any time within one year after articles of dissolution have been filed with the secretary of state or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim against the corporation to the extent of undistributed assets or, if the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability must be limited to a portion of the claim that is equal to the portion of the distributions to shareholders in liquidation or dissolution received by the shareholder, but in no event may a shareholder's liability exceed the amount which that shareholder actually received in the dissolution. All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs must be paid or provided for by the corporation before the distribution of assets to a shareholder. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the officers and directors of the corporation who are responsible for, but who fail to cause the corporation to pay or make provision for payment of the debts, obligations, and liabilities or against shareholders to the extent permitted by law. 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. 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. STEPS AND GUIDELINES TO DISSOLVE A MINNESOTA CORPORATION Step 1: SEE FORM 1 - ARTICLES OF DISSOLUTION If the corporation has not issued stock, then this form should be completed as follows (If the corporation has issued stock, go to Step 2.): 1. Provide the name of the corporation. 2. Provide the date of incorporation. 3. The Articles must be signed y a majority of the incorporators or directors of the corporation. 4. Provide the position of the signer(s). 5. Provide the name and telephone number of a contact person. 6. The filing fee is $35.00. 6. File the original and one copy. Mail the original and one copy of the ARTICLES OF DISSOLUTION along with the filing fee (Make check payable to the Minnesota Secretary of State), to: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 2: If the corporation has issued stock, follow these steps: 1. Have the Board adopt a resolution recommending the dissolution of the corporation to the shareholders SEE FORM A - RESOLUTION OF DIRECTORS 2. Mail a Notice of Special Meeting to EVERY shareholder. SEE FORM B - NOTICE OF SPECIAL MEETING 3. At the special Meeting the shareholders must approve the resolution. In the alternative, the shareholders can sign a Written Consent. SEE FORM C - WRITTEN CONSENT OF SHAREHOLDERS Step 3: SEE FORM 3 - NOTICE OF INTENT TO DISSOLVE 1. Provide the name of the corporation. 2. Provide the date and place of the approval of the dissolution OR attach to the Notice a copy of the Written Consent to Dissolve. 3. Date the Notice. 4. Provide the name of the corporation and the signature and the printed name of the person authorized to execute the Notice on behalf of the corporation. Mail the original and one copy of the NOTICE OF INTENT TO DISSOLVE (there is no filing fee) to: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Step 4: Once the dissolution has been approved and the Notice has been sent to the Secretary of State, proceed wit the winding up of the business and affairs of the corporation. See Introductory Notes. In order to dispose of or limit all claims 1. You MUST mail a notice to all known claimants. SEE FORM 4 . 2. You must publish a notice to unknown claimants in order to eliminate any potential liability from this source. SEE FORM 5. 3. You should advise creditors if their claim has been accepted or rejected or the claim will be deemed accepted. SEE FORM 6. Step 4: Once the dissolution of the corporation ahs been completed, and the requisite time has elapsed (see Introductory Notes and Law Summary), you must file ARTICLES OF DISSOLUTION to complete the dissolution process. SEE FORM 7 - ARTICLES OF DISSOLUTION 1. Provide the name of the corporation. 2. Provide the date on which the dissolution was authorized. 3. Indicate the results of the shareholders' votes on the Board's resolution to dissolve the corporation OR that the dissolution was approved by the written consent of all of the shareholders. 4. Provide the last date on which any notice was given.. 5. Indicate the correct information regarding property, assets, and claims of the corporation. 6. Indicate the status of legal, administrative, or arbitration proceedings by or against the corporation. 7. Date the Articles and have an authorized person sign the Articles and provide his/her title. 8. The filing fee is $35.00. 9. File the original and one copy of the Articles. Mail the original and one copy of the ARTICLES OF DISSOLUTION along with the filing fee (Make check payable to the Minnesota Secretary of State), to: Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 A cover letter to send with ARTICLES OF DISSOLUTION is included in this packet. SEE FORM 2 - TRANSMITTAL LETTER Disclaimer: If you are not an attorney, you are advised to seek the advice of an attorney for all serious legal matters. The information and forms contained herein are not legal advice and are not to be construed as such. Although the information contained herein is believed to be correct, no warranty of fitness or any other warranty shall apply. All use is subject to the U.S. Legal Forms, Inc. Disclaimer and License located at http://www.uslegalforms.com/disclaimer.htm FORM A RESOLUTION OF DIRECTORS RESOLUTION OF THE DIRECTORS OF _________________________________ Pursuant to Notice or Waiver of Notice, at a regular or special meeting of the Directors of ___________________________________________________________________, a Minnesota corporation, upon motion duly made and seconded, the following resolution was adopted by a majority of the Directors present in person entitled to vote thereon: RESOLVED by the Directors of the Corporation as follows: ______________________________________________________________________________ ______________________________________________________________________________ Dated this the ______ day of _____________________________, 20___. _____________________________________ Director _____________________________________ Director _____________________________________ Director Attest: _____________________________________ Secretary FORM B NOTICE OF SPECIAL MEETING NOTICE OF SPECIAL MEETING OF STOCKHOLDERS OF _______________________________________ Pursuant to the By-Laws of the Corporation, a special meeting of the Shareholders of ___________________________________________________________________, a Minnesota corporation is called for the ______ day of ____________, 20__, at ______ ___.m., to be held at the following address: ___________________________________________ ___________________________________________ ___________________________________________ The Purpose of the meeting is to seek stockholder approval of the Resolution to Dissolve Corporation heretofore adopted by the Board of Directors. This Notice given on this the _________ day of ___________, 20___, by the Secretary of the Corporation at the direction of the Board of Directors, by mailing a true and correct copy of this Notice to the address of each shareholder on the records of the Corporation at least 10 days prior to such special meeting. __________________________ Secretary FORM C WRITTEN CONSENT OF THE STOCKHOLDERS WRITTEN CONSENT OF THE STOCKHOLDERS OF _________________________________ The undersigned, being all the shareholders of _______________________________________, a Minnesota corporation, hereby consent to the dissolution of the corporation. Dated this the ______ day of ______________________________, 20___. ____________________________________ Shareholder ____________________________________ Shareholder ____________________________________ Shareholder FORM 1 ARTICLES OF DISSOLUTION ~ Dissolution Prior to Issuance of Stock ~ Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MN/MN-Diss-initial.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 2 TRANSMITTAL LETTER Return Name and Address ____________________________________ ____________________________________ ____________________________________ ____________________________________ Date Minnesota Secretary of State - Business Services Retirement Systems of Minnesota Building 60 Empire Drive, Suite 100 St Paul, MN 55103 Re: Articles of Dissolution [Notice of Intent to Dissolve] Dear Sir: Enclosed please find an original and one copy of Articles of Dissolution along with the filing fee of $35.00 [or Notice of Intent to Dissolve]. Please file and provide a filed copy to me. Please contact me at the above address if you require anything further. With kindest regards, I am Sincerely yours, __________________________ Signature Enclosures Check # __________ Enclosed for $___________ FORM 3 NOTICE OF INTENT TO DISSOLVE Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MN/MN-Diss-intent.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM. FORM 4 NOTICE OF VOLUNTARY DISSOLUTION AND REQUEST FOR CLAIMS NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Notice of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Minnesota corporation with its office at ______________________________________________________________________________ (address of office), was filed with the Secretary of State in accordance with the laws of the State of Minnesota on the _____ day of ________________________, 20___ . The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 90 days from the date of this notice). All claims will be barred if not received by this date. DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 5 NOTICE OF VOLUNTARY DISSOLUTION AND REQUEST FOR CLAIMS (PUBLICATION NOTICE) NOTICE OF INTENT TO VOLUNTARILY DISSOLVE A CORPORATION AND A REQUEST FOR CLAIMS Notice is given that a Notice of Dissolution to dissolve ______________________________________________________________________________ (name of corporation), a Minnesota corporation with its office at ______________________________________________________________________________ (address of office), was filed with the Secretary of State in accordance with the laws of the State of Minnesota on the _____ day of ________________________, 20___ . The corporation requests that all Claimants against the corporation provide written proof of their claims to the corporation at the following address: ______________________________________________________________________________ ______________________________________________________________________________ ______________________________________________________________________________ All claims must be in writing and must contain sufficient information reasonably to inform the corporation of the identity of the claimant and the substance of the claim. All claims must be received _________________________________________ (this date can be no earlier than 90 days from the date of the publication of this notice). DATE OF NOTICE: ______________________________ BY: _________________________________________ Name and Title FORM 6 NOTICE OF REJECTION OF CLAIM NOTICE OF REJECTION OF CLAIM You are hereby notified that on the _____day of _____________________________, 20 _____, ___________________________________________________________________, a Minnesota corporation, rejected all or part of the claim you submitted to the corporation. _____ALL OF YOUR CLAIM WAS REJECTED. _____A PORTION OF YOUR CLAIM WAS REJECTED. The part of your claim that was rejected is: ______________________________________________________________________________ ______________________________________________________________________________ Name of Corporation: ___________________________________________________________ By: _________________________________________________________________________ Title: ___________________________________ Date: _______________________________ FORM 7 ARTICLES OF DISSOLUTION (dissolution after issuance of shares) Download the form by clicking the link below, or copying the link into the address window of your web browser. http://www.uslegalforms.com/dissolution/MN/MN-Diss.pdf The form is in .pdf format and you will need the free Adobe Acrobat Reader to view the form. In the unlikely circumstance that the Adobe Acrobat Reader is not installed on your computer, you can download it free from http://www.adobe.com/products/acrobat/readstep2.html . The download is quick and easy. Fill out this form, and mail it in as directed. FOLLOW THE INSTRUCTIONS ON THE FORM.