piers109uk/MN-Statutes huggingface dataset:
302A.684 ACTION ON PLAN OF CONVERSION BY CONVERTING CORPORATION.
Subject to section 302A.692, a plan of conversion of a converting corporation must be approved under subdivisions 2 and 3.
A resolution containing the plan of conversion must be approved by the affirmative vote of a majority, or more if so provided in the converting corporation's organizational documents, of the directors present at a meeting of the board of directors of the converting corporation and must then be submitted at a regular or a special meeting to the shareholders of the converting corporation. Written notice must be given to every shareholder of the converting corporation, whether or not entitled to vote at the meeting, not less than 14 days nor more than 60 days before the meeting. The written notice must state that a purpose of the meeting is to consider the proposed plan of conversion. A copy or short description of the plan of conversion must be included in or enclosed with the notice.
At the meeting, a vote of the shareholders must be taken on the proposed plan. The plan of conversion is adopted when approved by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote. A class or series of shares is entitled to vote as a class or series on the approval of the plan unless otherwise provided in the articles or shareholder control agreement, in which case the articles or shareholder control agreement shall govern such class voting rights to the exclusion of section 302A.137.
Subject to section 302A.692 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 302A.686, a converting corporation may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approved the plan.
302A.686 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
After a plan of conversion is approved:
(1) if the converting organization is a converting corporation, the converting corporation shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include:
(i) the plan of conversion;
(ii) a statement that the corporation is converting into another organization;
(iii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iv) the time the conversion is effective under the governing statute of the converted organization;
(v) a statement that the conversion was approved as required by this chapter;
(vi) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vii) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 302A.691, subdivision 3; and
(2) if the converting organization is not a converting corporation, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $35, which articles of conversion must be signed as provided in section 302A.011, subdivision 30, and must include:
(i) articles of incorporation for the corporation into which the converting organization is converting, which articles of incorporation must include the information required by section 302A.111, subdivision 1, paragraphs (a) to (c);
(ii) the plan of conversion;
(iii) a statement that the converting organization is converting into a corporation;
(iv) the name and form of the converting organization and the jurisdiction of its governing statute; and
(v) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
A conversion becomes effective:
(1) if the converted organization is a corporation, when the articles of conversion are filed with the secretary of state or on a later date or at a later time specified in the articles of conversion; and
(2) if the converted organization is not a corporation, as provided by the governing statute of the converted organization.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion and, if the converted organization is a corporation, a certificate of incorporation.
302A.691 EFFECT OF CONVERSION.
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.
When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization and no assignment by operation of law or otherwise of its assets, properties, or contracts shall be deemed to have occurred;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred or as actions or proceedings by or against the converted organization;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; and
(5) the conversion does not dissolve a converting corporation for the purposes of sections 302A.701 to 302A.791.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting corporation is liable if, before the conversion, the converting corporation was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision.
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) by the secretary of state according to section 302A.821.
302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.
A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section.
(a) A majority of the incorporators or directors shall sign 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.
(b) The articles of dissolution shall be filed with the secretary of state.
When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved.
The secretary of state shall issue to the dissolved corporation or its legal representative a certificate of dissolution that contains:
(a) the name of the corporation;
(b) the date the articles of dissolution were filed with the secretary of state; and
(c) a statement that the corporation is dissolved.
302A.721 VOLUNTARY DISSOLUTION AFTER ISSUANCE OF SHARES.
After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section.
(a) If the corporation has outstanding shares:
(1) Written notice shall be given to each shareholder, whether or not entitled to vote at a meeting of shareholders, within the time and in the manner provided in section 302A.435 for notice of meetings of shareholders and, whether the meeting is a regular or a special meeting, shall state that a purpose of the meeting is to consider dissolving the corporation.
(2) The proposed dissolution shall be submitted for approval at a meeting of shareholders. 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, the dissolution shall be commenced.
(b) If the corporation no longer has any outstanding shares, then the directors may authorize and commence the dissolution. If the directors take that action, then the notice of dissolution filed under section 302A.723 shall so reflect and the directors shall have the right to revoke the dissolution proceedings in accordance with section 302A.731, subdivision 1.
302A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.
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 contain:
(a) the name of the corporation;
(b) the date and place of the meeting at which the resolution was approved pursuant to section 302A.721, subdivision 2; and
(c) a statement that the requisite vote of the shareholders was received, or that the requisite shareholders entitled to vote signed a written action.
When the notice of intent to dissolve has been filed with the secretary of state, and subject to section 302A.731, the corporation shall cease to carry on its business, except to the extent necessary for the winding up of the corporation. The shareholders shall retain the right to revoke the dissolution proceedings in accordance with section 302A.731 and the right to remove directors or fill vacancies on the board. The 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.
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 in sections 302A.727, 302A.7291, and 302A.781.
302A.725 PROCEDURE IN DISSOLUTION.
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 provision for the collection of all known debts due or owing to the corporation, including unpaid subscriptions for shares;
(b) Except as provided in sections 302A.727, 302A.7291, and 302A.781, 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 section 302A.727 or to proceed under section 302A.7291.
Notwithstanding the provisions of section 302A.661, 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 shall be distributed to the shareholders in accordance with section 302A.551, subdivision 4.
302A.692 RESTRICTIONS ON APPROVAL OF CONVERSIONS.
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 without the consent of the shareholder, unless:
(1) a valid shareholder control agreement of the converting corporation provides for approval of a conversion and imposition of personal liability without the consent of all shareholders against whom personal liability is imposed;
(2) the shareholder has consented in writing to the provision of the valid shareholder control agreement; and
(3) the shareholder does not exercise dissenter's rights pursuant to section 302A.471.
A shareholder does not give the consent required by subdivision 1 merely by consenting to a provision of a shareholder control agreement or any other agreement that permits the shareholder control agreement or any other agreement to be amended with the consent of fewer than all shareholders or parties to the other agreement.
302A.7291 DISSOLUTION PROCEDURE FOR CORPORATIONS THAT DO NOT GIVE NOTICE.
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 with the secretary of state after:
(1) the payment of claims of all known creditors and claimants has been made or provided for; or
(2) at least two years have elapsed from the date of filing the notice of intent to dissolve.
The articles of dissolution must state:
(1) if articles of dissolution are being filed pursuant to subdivision 1, clause (1), that all known debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for payment or discharge;
(2) that the remaining property, assets, and claims of the corporation have been distributed among its shareholders in accordance with section 302A.551, subdivision 4, 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, 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.
(a) If the corporation has paid or provided for all known creditors or claimants at the time articles of dissolution are filed, a creditor or claimant who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it.
(b) If the corporation has not paid or provided for all known creditors and claimants at the time articles of dissolution are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in section 302A.781.
302A.731 REVOCATION OF DISSOLUTION PROCEEDINGS.
Dissolution proceedings commenced pursuant to section 302A.721 may be revoked prior to filing of articles of dissolution.
Written notice shall be given to every shareholder entitled to vote at a shareholders' meeting within the time and in the manner provided in section 302A.435 for notice of meetings of shareholders and shall state that a purpose of the meeting is to consider the advisability of revoking the dissolution proceedings. The proposed revocation shall be submitted to the shareholders at the meeting. If the proposed revocation 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, the dissolution proceedings are revoked.
Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. The corporation may thereafter resume business.
302A.734 EFFECTIVE DATE OF DISSOLUTION; CERTIFICATE.
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 corporation is dissolved.
The secretary of state shall issue to the corporation or its legal representative 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 or any later effective date or later effective time stated in the articles of dissolution in accordance with subdivision 1; and
(3) a statement that the corporation is dissolved.
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 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 sections 302A.751 to 302A.781.
302A.755 QUALIFICATIONS OF RECEIVERS; POWERS.
Any person qualified under section 576.26 may be appointed as receiver. A receiver shall give bond as required by section 576.27.
A receiver may sue and defend all actions as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction over the corporation, the receiver, and all receivership property pursuant to section 576.23.
302A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION.
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 corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be held.
After a full hearing has been held, upon whatever notice the court directs to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a receiver to collect the corporate assets, including all amounts owing to the corporation by subscribers on account of any unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the corporation and to sell, lease, transfer, or otherwise dispose of all or any of the property and assets of the corporation either at public or private sale.
The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
After payment of the expenses of receivership and claims of creditors duly proved, the remaining assets, if any, shall be distributed to the shareholders in accordance with section 302A.551, subdivision 4.
316.02 MANDATORY AND RESTRAINING ORDERS.
Upon complaint filed under the direction of the attorney general in any district court, such court may restrain by injunction any corporation from assuming or exercising any franchise, liberty, or privilege, or transacting any business not authorized by its act of incorporation; and may restrain any individuals from exercising any corporate rights, privileges, or franchises not granted them by law. Such injunction may be issued before answer upon satisfactory proof that the defendant has usurped, exercised, or claimed any franchise, privilege, liberty, or corporate right not granted to it.
316.05 SEQUESTRATION; RECEIVER; DISTRIBUTION.
Upon complaint of a person obtaining judgment against a corporation, or the person's representatives, made after the return unsatisfied of an execution issued thereon, the court may sequestrate the stock, property, things in action, and effects of such corporation and appoint a receiver of the same; and, upon final judgment upon any such complaint, the court shall order the property remaining, or the proceeds thereof, to be disposed of under its direction, proportionately, in the following order:
(1) in payment of the costs and expenses of the receivership;
(2) debts due the United States and the state of Minnesota, if any;
(3) taxes and assessments, if any;
(4) claims duly proved and allowed of employees sustaining injury in the course of their employment and entitled to compensation under the provisions of the Workers' Compensation Act; provided, that claims under this clause shall not be allowed if the corporation carried workers' compensation insurance, as provided by law, at the time the injury was sustained;
(5) claims, including cash value of all compensation paid in any medium other than cash, duly proved and allowed of clerks, servants or laborers for services performed within three months preceding the appointment of the receiver, if any; and
(6) other claims duly proved and allowed.
After payment of the expenses of receivership and claims of creditors duly proved, the remainder, if any there be, shall be distributed pro rata among the stockholders proving themselves entitled thereto.
316.03 POWER OF COURT OVER CORPORATION OFFICERS.
In any case affecting a corporation the district court may:
(1) require any officer thereof to account for official conduct in the management and disposition of any funds or property of the corporation at any time in the officer's charge or possession;
(2) compel any such officer to pay to such corporation or to its representative all funds, and the value of all property acquired and held, or transferred to others, or lost, wasted, or damaged in violation of official duty;
(3) suspend any such officer whenever it appears that a violation of the officer's trust has occurred;
(4) remove any such officer upon conviction or satisfactory proof of gross misconduct;
(5) cause an election to be held to fill any vacancy created by such removal, when deemed necessary, in which case it shall appoint a disinterested person to conduct the same under its direction, and, in case of suspension or removal of a majority of the managing board, it may appoint a temporary receiver to act until such suspension shall terminate, in the one case, and, in the other, until the vacancies shall have been filled by new officers duly elected and qualifying;
(6) set aside any unauthorized or unlawful alienation of property made by any officer thereof whenever satisfied that the alienee knew or had reasonable cause to believe that such conveyance was unauthorized or illegal;
(7) restrain and prevent any such alienation, threatened or intended; and
(8) cause a meeting of its managing board, stockholders, or members to be held when deemed necessary for the preservation of its property or protection of its interests.
Nothing in this section contained shall be construed to impair any visitorial power or authority over any corporation vested by law in any corporate body or public officer.
316.04 APPEAL, EFFECT.
An appeal from an order or judgment removing an officer or trustee, under section 316.03, shall not operate to stay its effect or any proceeding under it; but the term of office of any officer, director, or trustee elected thereunder to fill a vacancy, or of any receiver appointed, shall be terminated by a reversal or vacation of such order of judgment.
316.07 DISSOLUTION ON PETITION OF CORPORATION.
A majority in number or interest of the members of a corporation, desiring to close their concerns and dissolve the corporation, may present a petition to the district court in the county of its principal place of business, setting forth the name of the corporation; when and by or under what law it was incorporated; the names and addresses of the bondholders, stockholders, or members; the amount of the authorized capital stock, and the amount of capital stock actually paid in; and if not then transacting business, when it ceased so to do; the amount of its indebtedness; the amount and character of its personal property; and the amount and description of its real estate. It shall also state the grounds upon which dissolution is sought and the interest of the petitioner, and pray for proper relief; provided, however, that when any corporation now or hereafter organized under any law of this state having capital stock actually paid in exceeding the sum of $40,000, and has heretofore or shall hereafter continue in the business for which it was incorporated for more than three years, and in the carrying out of such business has sustained losses whereby the capital stock so paid in has become impaired so as to be worth at least 25 percent less than its par value, then, and in any such case, the district court shall have power, and is hereby given power, to dissolve any such corporation upon petition of stockholders owning not less than 40 percent of such capital stock so paid in; provided, that such stockholders so petitioning shall have paid the full value of their stock.
316.06 FORFEITURE OF RIGHTS; DISSOLUTION.
When any railway company doing business in this state shall charge, demand, or receive unreasonable rates for the transportation of freight or passengers, or when any corporation remains insolvent, neglects or refuses to discharge its notes or other evidences of debt, or suspends its lawful business for one year, or fails to dispose of all its property with or without payment of all its debts, within the time allowed by law for the liquidation of its affairs, or whenever any corporation shall violate any provision of its articles or certificate of incorporation or any law obligatory upon it, such corporation shall forfeit all its rights, privileges, and franchises, and be adjudged to be dissolved. The attorney general shall make complaint against any corporation which shall in any manner violate any provision of this section or commit any act herein recited; and, if upon trial it is found to have committed any such acts, the court shall render judgment of forfeiture and dissolution of the corporation. Upon the trial of any action against a railway company for charging, demanding, or receiving unreasonable rates for transportation of freight or passengers, the court or jury shall find specially as to the truth of such allegations.
316.09 CERTIFIED COPY OF ORDER FILED.
A certified copy of the order or judgment of dissolution shall be filed for record with the secretary of state and thereafter recorded with the county recorder of the county of the principal place of business of the corporation, and the dissolution of the corporation shall not be deemed complete until such copy is so filed and recorded.
316.12 INSOLVENT BANKS AND INSURANCE COMPANIES.
When any insurance company or any corporation having banking powers, or the power to make loans on pledges or deposits, becomes insolvent or unable to pay its debts, or neglects or refuses to pay its notes or evidences of debt on demand, or violates any provision of the act under which it was incorporated, or of any other law obligatory upon it, the court may, by injunction, restrain it and its officers from exercising any of its corporate rights, privileges, and franchises, and from collecting or receiving any debts or demands, and from paying out or in any way transferring or delivering to any person any of its moneys, property, or effects, until otherwise ordered by the court.
316.13 FORFEITURE OF CHARTER; RECEIVER; SUIT BY CREDITOR.
Such injunction may be issued on the complaint of the attorney general in behalf of the state, or of any creditor or stockholder of the corporation. When it issues against a bank for any violation of its charter, on complaint of a creditor, the court shall proceed to final judgment, and, if the proof be sufficient, adjudge a forfeiture, notwithstanding such creditor may settle with the corporation and relinquish a claim against it. In such cases the attorney general or a creditor may appear and prosecute the action, which shall not be discontinued if either of them so appears and prosecutes the same. At any stage of the proceedings the court may appoint one or more receivers to take charge of the property and effects of such corporation. If the injunction be upon application of a creditor of a corporation whose directors or stockholders are liable by law for the payment of such debts in any event or contingency, such directors or stockholders, or any of them, may be made parties to the action, either at the time of filing the complaint or at any subsequent time when it becomes necessary to enforce such liability.
316.14 UNPAID STOCK SUBSCRIPTION.
When the property of any corporation is insufficient to pay its debts, upon application of a creditor the court shall order the payment by each stockholder of the amount, if any, unpaid on the shares held, or such portion thereof as may be necessary to satisfy the corporate debts, and when necessary may direct the receiver to enforce such order by appropriate proceedings; and, on application of a stockholder, the court may make such order as will equalize the payments made by stockholders for their stock, and in like manner the court may enforce any liability of directors and officers.
316.15 ORDER LIMITING TIME TO PRESENT CLAIMS; EXTENSION.
The court, upon adjudication of dissolution, shall therein limit the time in which creditors may present claims against the corporation, which shall not be less than six months, nor more than one year, from its date, and fix the time and place when and where it will examine and adjust the same. No claim or demand shall be received or allowed after the expiration of the time so limited, except by permission of the court for good cause shown and upon notice to the receiver, but in no case unless presented within 18 months from the date of adjudication and before final settlement.
316.11 RECEIVER, APPOINTMENT, DUTIES.
In any action or proceeding to dissolve a corporation, the court, at any time before judgment, or within three years after judgment, of dissolution, may appoint a receiver to take charge of its estate and effects and to collect the debts and property due and belonging to it, with, in addition to the powers set forth in chapter 576, power to prosecute and defend actions in its name or otherwise, to appoint agents, and do all other acts necessary to the final settlement of the unfinished business of the corporation which it might do if in being. The power of such receiver shall continue so long as the court deems necessary for such purposes. The receiver shall pay all debts due from the corporation, if the funds in hand are sufficient therefor; and, if not, the assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51. After payment of the expenses of the receivership and claims of creditors duly proved, the remaining assets, if any, shall be distributed to the shareholders in accordance with section 302A.551, subdivision 4. Every receiver appointed under the provisions of this section shall give bond as required by section 576.27 in such amount as the court shall require, with sureties approved by it.
316.17 ENFORCEMENT OF STOCKHOLDERS' LIABILITY; HEARING; NOTICE OF.
When it shall be made to appear by the petition of a receiver or assignee of a corporation, or of any creditor thereof whose claim has been filed, that any constitutional, statutory, or other liability of stockholders or directors, or both, exists, and that it is necessary to resort to the same, the court shall appoint a time for hearing, not less than 30 nor more than 60 days thereafter, and order such notice thereof to be served on each person against whom such liability is claimed in the same manner a summons is served in a civil action, and said notice shall also be published as the court shall order. Such notice shall specify, in a general way, the nature of the liability claimed in the petition and the amount thereof against the person upon whom it is so served. When the receiver is not the petitioner, personal notice shall be given to the receiver.
316.18 HEARING; EVIDENCE; ORDER FOR ASSESSMENT.
Upon such hearing, after proof of due service of notice, the court shall receive and consider such evidence, by affidavit or otherwise, as may be presented by the receiver, or by any creditor, officer, or stockholder, appearing in person or by attorney, but such evidence shall be the best available under the circumstances of each case, upon the following points:
(1) the nature and probable extent of the indebtedness of the corporation;
(2) the probable expense of the receivership;
(3) the probable amount of available assets; and
(4) the parties liable as stockholders, the nature and extent of the liability of each, and their probable solvency or responsibility.
If it appears that the available assets, or such amount as may be realized therefrom within a reasonable time, will be insufficient to pay such expenses and indebtedness in full and without delay, the court shall order a ratable assessment upon all parties liable as stockholders, or upon account of any stock of such corporation, for such amount, proportion, or percentage of such liability upon or on account of each share of such stock as it shall deem proper, considering the probable solvency and responsibility of the stockholders and the probable expense of collecting such assessment, and shall direct payment of the amount so assessed against each share of such stock to the assignee or receiver, within the time specified in such order. No assessment shall be made against any stockholder for any liability of any corporation incurred outside of the scope of the powers of such corporation, or of the officers thereof incurring the same, unless such stockholder shall have been found by the court to have consented thereto.
316.20 ACTION FOR ASSESSMENTS.
Upon expiration of the time specified in the order for the payment of assessments, the assignee or receiver shall commence action against every party so assessed and failing to pay, wherever the nonpayer or any property subject to process in such action is found, unless the assignee or receiver shall report to the court a belief that such stockholder be insolvent, or that the expenses of the prosecution will probably exceed the amount likely to be collected, in which case the court, unless satisfied to the contrary, shall order action suspended as to such party; provided, that no action shall be commenced to collect the amount of any such assessment unless commenced within two years after the insolvency of the corporation and the appointment of a receiver or assignee.
316.19 ENFORCEMENT OF STOCKHOLDERS' LIABILITY; HEARING; ORDER.
Such order shall authorize and direct the assignee or receiver to collect the amount so assessed, and, on failure of any one liable to such assessment to pay the same within the time prescribed, to prosecute an action against the nonpayer, whether resident or nonresident, and wherever found. Such order shall be conclusive as to all matters relating to the amount, propriety, and necessity of the assessment, against such parties as shall have been served with notice of the receiver's petition for assessment, as provided in section 316.17, except that the defense of ultra vires set forth in section 316.18 may be interposed by any stockholder in any suit for any such assessment and if maintained shall diminish the liability of such stockholder in the proportion that the liabilities determined to be ultra vires shall bear to the total liabilities of such corporation.
316.23 SURPLUS TO BE DIVIDED AMONG STOCKHOLDERS.
When, after the payment of all expenses of such assignment or receivership and all indebtedness of and claims allowed against such corporation, any surplus money or property remains in the hands of the assignee or receiver, the same shall be equitably distributed, under the direction of the court, among the stockholders who have paid their assessments. Any stockholder who has paid assessments, in addition to any remedy herein provided, shall be entitled to enforce contribution from any stockholder who has not paid such assessments, and, for that purpose, shall be subrogated to the rights of the creditors or assignee or receiver of such corporation against every such delinquent stockholder, in such manner and to such extent as may be just and equitable.
316.21 ADDITIONAL ASSESSMENTS, HOW LEVIED; JOINDER OF CAUSES.
When, at any time after an assessment for an amount less than the maximum stockholder's liability has been levied, it shall appear, by petition or otherwise, and after hearing, as hereinbefore provided, that by reason of the insolvency of stockholders, or for any other cause, it is necessary, or for the interest of creditors, that a further assessment be levied, the court shall order the same for such amount, proportion or percentage as it may deem proper; and, in the same manner and with like effect, at any time thereafter may levy additional assessments, not exceeding in the aggregate the maximum stockholder's liability. When two or more assessments shall have been levied, the assignee or receiver may recover therefor in a single action, or, unless otherwise directed, may maintain a separate action against each stockholder for each successive assessment.
318.04 CERTIFICATE OF AUTHORITY TO TRANSACT THE BUSINESS OF INSURANCE.
Any such association permitted by section 318.01 to organize to transact in this state the kind of business of insurance permitted by section 318.01 shall set out in its "declaration of trust" the kind of business of insurance that it shall transact in this state; and before filing with the secretary of state the copy of the "declaration of trust" and any amendments thereto pursuant to section 318.02 there shall be endorsed upon the "declaration of trust" and any amendments thereto the approval of the commissioner of commerce; and it shall be subject to the same insurance laws of this state and rules of the commissioner of commerce that an insurance corporation transacting the same kind of business of insurance is subject to except as otherwise provided by law; and it shall obtain from the commissioner of commerce a certificate of authority as an insurer which certificate of authority shall be issued by the commissioner of commerce upon compliance with all the applicable insurance laws of this state and rules of the commissioner of commerce.
317A.031 TRANSITION; CONTINUATION OF LEGAL ACTS.
The continuation or completion of an act by a corporation that is not incorporated under, but has become governed by, this chapter, and the continuation or performance of an executed or wholly or partially executory contract, conveyance, or transfer to or by the corporation, is valid if otherwise lawful before the corporation became governed by this chapter. The act may be continued, completed, enforced, or ended as required or permitted by a statute applicable before the date on which the corporation became governed by this chapter.
318.05 UNLAWFUL TO TRANSACT BUSINESS PRIOR TO COMPLIANCE.
No such association organized after April 20, 1961, may transact or conduct any business, within this state, under any "declaration of trust" or "business trust" without first complying with the provisions and requirements of sections 318.01 and 318.02 and in addition thereto complying with the provisions and requirements of sections 318.03 and 318.04 when applicable.
316.22 PROCEEDINGS ON FAILURE OF ASSIGNEE OR RECEIVER TO PROSECUTE.
If the assignee or receiver shall neglect to begin an action against any stockholder who has failed to pay an assessment, and is not excepted from the present operation of such order, or to diligently prosecute the same, any stockholder who has paid an assessment in full, or any creditor, may petition the court to order such assignee or receiver to prosecute such action against such delinquent stockholder, or to permit such petitioner to begin and maintain or to continue any such action already begun, in the name of such assignee or receiver, for the benefit of such estate; and, if the petitioner shall furnish such security for costs and expenses as the court may direct, it shall either require the assignee or receiver to prosecute such action forthwith, or permit the petitioner to begin and prosecute, or continue the prosecution of the same.
316.24 SCOPE; CHAPTER NOT APPLICABLE.
Sections 316.01 to 316.23 do not apply to a corporation incorporated under or governed by chapter 302A.
317A.041 RESERVATION OF RIGHT.
The state reserves the right to amend or repeal this chapter. A corporation governed by this chapter is subject to this reserved right.
318.06 PENALTIES.
Any such association, person or party who shall violate any of the provisions of this chapter shall forfeit and pay to this state a penalty, not exceeding $1,000. Such penalties may be recovered in the District Court of Ramsey County by action in the name of the state, brought by the attorney general.
317A.051 SCOPE OF CHAPTER.
This chapter does not apply to cooperative associations, public cemetery corporations and associations, and private cemeteries.
This chapter does not apply to a religious corporation authorized by chapter 315 unless it is formed under this chapter or elects to be governed by this chapter as provided in section 317A.021. Regardless of whether it is formed or elects to be governed by this chapter, a religious corporation may elect to be governed by sections 317A.601 to 317A.671 without electing to come under the entire chapter. If a religious corporation elects to be governed by sections 317A.601 to 317A.671, it shall record its documents with the county recorder of the county where its registered office is located instead of the secretary of state.
317A.061 FOREIGN NONPROFIT CORPORATIONS; SECTIONS APPLICABLE.
Except for this section and section 317A.651 concerning merger or consolidation, this chapter does not apply to foreign nonprofit corporations.
(a) Except as provided in paragraph (b), a foreign nonprofit corporation is subject to chapter 303. Unless it complies with chapter 303, a foreign corporation may not transact business in this state.
(b) Sections 303.02, subdivision 2; 303.07; 303.14; 303.16, subdivision 2, clause (6); and 303.22 do not apply to foreign nonprofit corporations.
318.01 ORGANIZATION; SCOPE OF BUSINESS.
Two or more natural persons, whether residents of this state or not, or two or more corporations which are now organized or may hereafter be organized, which includes all domestic corporations, national banks and only those foreign corporations which hold a certificate of authority to transact business in this state, may organize and associate themselves together for the purpose of transacting business in this state under what is commonly designated or known as a "declaration of trust" or "business trust"; provided, however, no such association shall ever be permitted or authorized to transact in this state any business of insurance except the kind of business of insurance specified in section 60A.06, subdivision 1(7), and all acts amendatory thereof; and further provided, however, no such association shall ever be permitted or authorized to transact a banking or surety business, of any kind, in this state.
316.10 STATE INTERESTED, PROCEEDINGS.
Whenever, in any action or proceeding to dissolve a corporation, it shall appear at any stage of the proceedings 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 be served upon the attorney general in the manner of serving a summons in a civil action; and the attorney general shall intervene in any such proceeding when in the attorney general's opinion the public interest requires it, whether so notified or not.
316.16 NOTICE OF HEARING.
Three weeks' published notice of such order of hearing shall be given, which shall require all creditors to present their claims, duly verified, within the time limited, or be precluded from participation in any distribution of corporate property thereafter made.
317A.015 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
(e) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
318.03 SALE OF SECURITIES; REGISTRATION.
Before any such association may offer for sale, barter or sell any security of such association in this state, such association shall register such securities pursuant to the provisions of chapter 80A, and all acts amendatory thereof, which registration shall be applied for and granted under the same conditions as like registrations are applied for and granted to corporations.
317A.101 PURPOSES.
A corporation may be incorporated under this chapter for any lawful purpose, unless another statute requires incorporation for a purpose under a different law. Unless otherwise limited in its articles, a corporation has a general purpose of engaging in any lawful activity. A corporation engaging in conduct that is regulated by another statute is subject to the limitations of the other statute.
317A.105 INCORPORATORS.
One or more adult natural persons may act as incorporators of a corporation by filing articles of incorporation for the corporation with the secretary of state.