Fill and Sign the Minnesota Statutes 302a 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
order prescribed by minnesota statute, (16) a corporation must be in existence and properly registered for two years before any shares may be issued. (17) in order to dissolve a corporation, notice may be served by filing with the Secretary of State a document showing the names of all holders of corporation stock and of certificates evidencing such voting interests or other evidences of corporate power and by setting forth the conditions of the dissolution. A corporation may be dissolved or authorized to remain in existence by a majority of the incorporates or by a majority of the directors. A resolution for dissolution or authorizing the continuance of the corporation must be adopted and filed before the filing of the articles of dissolution. (§ 15,subd. 3.) minn. Stat. §§ (2) and prior to dissolution of a corporation, a shareholder must file in the state office of government accountancy either: a certificate on a form prescribed by the Secretary of State which shall show the names and addresses of all the shareholders; or a statement of corporate status, on a form prescribed by the Secretary of State and on which such information must be shown whether the corporation is dissolved or authorized to remain in existence, and stating that such facts exist. (§ 16,subd. 1.) minn. Stat. §§ and prior to dissolution of a corporation, a director must file a copy of an order of the corporate authorities naming the director for services to be performed and stating that such services are necessary for the purposes of the dissolution. (§ 15,subd. 1.; § 20c, subd. 2). Minn. Stat. § (1) prior to dissolution of a corporation, a director must file a certificate to the Secretary of State setting forth: the name and address of the director; the director's name and degree of affiliation if any with any corporation of which any member is a director; whether directorships have been or are to be awarded to persons and how they were or were not obtained; the nature and extent of each director's responsibilities and the nature and extent of the duties of each director and any compensation that has been or will be paid to any director; whether directors have been or are to be disqualified from serving as a director; whether any corporation of which any member is a director has been or is to be dissolved; a full and complete statement as to each transaction from the date of the corporation until the date