reglab/housing_qa huggingface dataset:
MN Stat § 302A.725 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.725 — Procedure In Dissolution.

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 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. Subd. 2. Transfer of assets. 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. Subd. 3. Distribution to 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. History:  1981 c 270 s 102; 1991 c 49 s 23; 1994 c 417 s 8
MN Stat § 302A.7291 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.7291 — Dissolution Procedure For Corporations That Do Not Give Notice.

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 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. Subd. 2. Contents of articles. 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. Subd. 3. Claims against corporations that do not give notice. (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. History:   1991 c 49 s 25
MN Stat § 302A.731 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.731 — Revocation Of Dissolution Proceedings.

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 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. Subd. 3. Effective date; effect. Revocation of dissolution proceedings is effective when a notice of revocation is filed with the secretary of state. The corporation may thereafter resume business. History:  1981 c 270 s 105; 1982 c 497 s 62
MN Stat § 302A.734 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.734 — Effective Date Of Dissolution; Certificate.

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 corporation is dissolved. Subd. 2. Certificate. 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. History:  1991 c 49 s 26; 2002 c 311 art 1 s 27; 2011 c 106 s 6; 2014 c 170 s 27
MN Stat § 302A.741 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.741 — Supervised Voluntary Dissolution.

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. History:  1981 c 270 s 107; 1982 c 497 s 64
MN Stat § 302A.753 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.

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 corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be held. Subd. 2. Action after hearing. 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. Subd. 3. Discharge of obligations. 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. Subd. 4. Remainder to shareholders. 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. History:  1981 c 270 s 109; 2012 c 143 art 3 s 1,2
MN Stat § 302A.755 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.755 — Qualifications Of Receivers; Powers.

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 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. History:  1981 c 270 s 110; 2012 c 143 art 3 s 3
MN Stat § 302A.757 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.757 — Action By Attorney General.

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 procured through fraud; (b) the corporation was incorporated for a purpose not permitted by section 302A.101; (c) the corporation failed to comply with the requirements of sections 302A.021 to 302A.155 essential to incorporation under or election to become governed by this chapter; (d) the corporation has flagrantly violated a provision of this chapter, or has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or (e) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate franchise, privileges, or enterprise. Subd. 2. Notice to corporation; correction. An action shall not be commenced under this section until 30 days after notice to the corporation by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the corporation has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the corporation 30 additional days in which to effect the correction before filing the action. History:   1981 c 270 s 111
MN Stat § 302A.759 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.759 — Filing Claims In Proceedings To Dissolve.

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 receiver or any party in interest may object to any claim pursuant to section 576.50. Subd. 2.  [Repealed, 2012 c 143 art 3 s 39] History:  1981 c 270 s 112; 1Sp1986 c 3 art 1 s 82; 2012 c 143 art 3 s 4
MN Stat § 302A.761 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.761 — Discontinuance Of Dissolution Proceedings.

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 established, the court shall dismiss the proceedings and direct the receiver, if any, to redeliver to the corporation all its remaining property and assets and to file a final report pursuant to section 576.38, subdivision 3. History:  1981 c 270 s 113; 2012 c 143 art 3 s 5
MN Stat § 302A.763 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.763 — Decree Of Dissolution.

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 property and assets have been distributed to its shareholders or, if its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts, obligations, and liabilities, when all the property and assets have been applied so far as they will go to their payment according to the priorities set forth in section 302A.753, the court shall enter a decree dissolving the corporation. Subd. 2. Effective date. When the decree dissolving the corporation has been entered, the corporation is dissolved. History:   1981 c 270 s 114
MN Stat § 302A.765 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.765 — Filing Decree.

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 115; 1Sp1986 c 3 art 1 s 82
MN Stat § 302A.771 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Shareholders.

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 competent to receive the distributive portion, shall be reduced to money and deposited with the commissioner of management and budget. The amount deposited is appropriated to the commissioner of management and budget and shall be paid over to the shareholder or a legal representative, upon proof satisfactory to the commissioner of management and budget of a right to payment. History:  1981 c 270 s 116; 2003 c 112 art 2 s 50; 2009 c 101 art 2 s 109
MN Stat § 302A.781 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.781 — Claims Barred; Exceptions.

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, during, or following the conclusion of dissolution proceedings, and all those claiming through or under the creditor or claimant. Subd. 2. Claims reopened. At any time within one year after articles of dissolution have been filed with the secretary of state pursuant to section 302A.727 or 302A.7291, subdivision 1, clause (2), 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: (a) against the corporation to the extent of undistributed assets; or (b) if the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability shall 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. Subd. 3. Obligations incurred during dissolution proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs shall 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 under section 302A.559. This subdivision does not apply to dissolution under the supervision or order of a court. Subd. 4. Statutory homeowner warranty claims preserved. The statutory warranties provided under section 327A.02, and any contribution or indemnity claim arising from the breach of those warranties, are not affected by the dissolution under this chapter of a vendor or home improvement contractor. Subd. 5. Other claims preserved. In addition to the claims in subdivision 4, all other statutory and common law rights of persons who may bring claims of injury to a person, including death, are not affected by dissolution under this chapter. History:  1981 c 270 s 117; 1982 c 497 s 67; 1987 c 104 s 45; 1991 c 49 s 27; 2006 c 202 s 3; 2007 c 54 art 5 s 6; 2010 c 343 s 1
MN Stat § 302A.783 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.783 — Right To Sue Or Defend After Dissolution.

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
MN Stat § 302A.791 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.791 — Omitted Assets.

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
MN Stat § 302A.901 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.901 — Service Of Process On Corporation.

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 officer of the corporation, or upon the secretary of state as provided in section 5.25. Subd. 2.  [Repealed, 1995 c 128 art 1 s 20] Subd. 2a.  [Repealed, 1995 c 128 art 1 s 20] Subd. 3.  [Repealed, 1995 c 128 art 1 s 20] Subd. 4.  [Repealed, 1995 c 128 art 1 s 20] History:  1981 c 270 s 123; 3Sp1981 c 2 art 1 s 35; 1993 c 17 s 57; 1995 c 128 art 1 s 6
MN Stat § 302A.917 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.917 — State Interested; Proceedings.

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 be served upon the attorney general in the same manner prescribed for serving a summons in a civil action. The attorney general shall intervene in a proceeding when the attorney general determines that the public interest requires it, whether or not the attorney general has been served. History:   1981 c 270 s 124
MN Stat § 302A.92 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 302A — Business Corporations|Section 302A.92 — Selection Of Trustees Or Directors By A Corporation Created By Special Act.

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 selection of the trustees or directors of the corporation may change the method as to trustees or directors other than those automatically made trustees or directors by the special act. The method change must be made by adoption of a resolution by the body or persons empowered by the special act to select the trustees or directors. The corporation may provide in the resolution that those selected must hold office until their successors are selected and have qualified; that a vacancy in the office of trustee or director must be filled by the remaining trustees or directors; and that the appointee must hold office until the next annual meeting of the corporation, at which time a trustee or director will be elected in the manner provided to serve for the remainder of the unexpired term. Subd. 2. Filing of resolution. A certified copy of the resolution referred to in subdivision 1 must be filed in the Office of the Secretary of State. The resolution takes effect when filed. Subd. 3. Effect of filing resolution. After the resolution takes effect, the board of trustees or directors of the corporation are self-perpetuating. All vacancies are to be filled as provided in subdivision 1. Subd. 4. Application of section. This section does not apply to the Board of Regents of the University of Minnesota. History:  1951 c 656 s 1; 1955 c 520 s 1; 1984 c 628 art 5 s 1; 2005 c 69 art 1 s 21
MN Stat § 303.01 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 303 — Foreign Corporations|Section 303.01 — Citation.

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