reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.02 — Definitions.

303.02 DEFINITIONS.
Subdivision 1.
Terms.
For the purposes of this chapter the terms defined in this section have the meanings ascribed to them.
Subd. 2.
Corporation.
"Corporation" means a corporation formed for profit and includes a cooperative.
Subd. 3.
Foreign trust association.
"Foreign trust association" includes every banking and trust association or corporation organized under the laws of any state other than this state having the power to act as executor, administrator, trustee, guardian, or conservator, and every national banking association maintaining its principal office in any state other than this state which is granted permission by the comptroller of the currency to act in a fiduciary capacity under the provisions of United States Code, title 12, chapter 92a, as amended.
Subd. 4.
Foreign corporation.
"Foreign corporation" does not include any corporation which, under the Constitution and statutes of the United States, may transact business in this state without first obtaining a certificate of authority so to do, insurance companies as defined by section 60A.02, and any banking or trust association or corporation or national banking association acting in this state as an executor, administrator, trustee, guardian, or conservator under section 303.25.
Subd. 5.
Address.
"Address" means mailing address, including a zip code. In the case of a registered office, the term means the mailing address and the actual office location which may not be a post office box.
Subd. 6.
Process.
"Process" means any statutory notice or demand required or permitted to be served on a natural person or a corporation, and includes the summons in a civil action, and any process which may be issued in any action or proceeding in any court.
Subd. 7.
Articles of incorporation.
"Articles of incorporation" means the original articles of incorporation, all articles or certificates of amendment thereof, articles of consolidation or merger, and certificates filed or issued in connection with reduction of stated capital.
History:
(7495-1) 1935 c 200 s 1; 1953 c 368 s 1; 1969 c 6 s 38; 1989 c 236 s 6; 1996 c 414 art 1 s 37; 1997 c 157 s 58; 2005 c 69 art 3 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.03 — Foreign Corporations Must Have Certificate Of Authority.

303.03 FOREIGN CORPORATIONS MUST HAVE CERTIFICATE OF AUTHORITY.
No foreign corporation shall transact business in this state unless it holds a certificate of authority so to do; and no foreign corporation whose certificate of authority has been revoked or canceled pursuant to the provisions of this chapter shall be entitled to obtain a certificate of authority except in accordance with the provisions of section 303.19. This section does not establish standards for those activities that may subject a foreign corporation to taxation under section 290.015 and to the reporting requirements of section 290.371. Without excluding other activities which may not constitute transacting business in this state, and subject to the provisions of sections 5.25 and 543.19, a foreign corporation shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following activities:
(a) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(b) holding meetings of its directors or shareholders or carrying on other activities concerning its internal affairs;
(c) maintaining bank accounts;
(d) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(e) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate;
(f) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
(g) securing or collecting its debts or enforcing any rights in property securing them; or
(h) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
History:
(7495-2) 1935 c 200 s 2; 1981 c 162 s 2; 1988 c 719 art 2 s 55; 1995 c 128 art 1 s 7; 2005 c 10 art 4 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.04 — Engaging In Banking; Limitation.

303.04 ENGAGING IN BANKING; LIMITATION.
No foreign corporation shall transact in this state the business which only a bank, trust company, or savings association may transact in this state except as provided in section 303.25.
History:
(7495-3) 1935 c 200 s 3; 1941 c 164 s 1; 1949 c 427 s 1; 1951 c 219 s 1; 1981 c 162 s 3; 1995 c 202 art 1 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.05 — Names Of Corporations.

303.05 NAMES OF CORPORATIONS.
Subdivision 1.
Certificate of authority, when not issued.
No certificate of authority shall be issued to a foreign corporation if the name of that foreign corporation would be prohibited to a corporation under the provisions of chapter 302A. The name of that corporation may contain the word "cooperative" if it is a cooperative corporation generally similar to the kind which may be organized under the laws of this state. If that corporation is a corporation obtaining a certificate of authority pursuant to the provisions of section 303.04, the name of that corporation may contain the words "bank," "trust," "building and loan," or "savings" and such corporation shall not be required to add the word "incorporated" or the abbreviation "Inc." to its corporate name. A foreign corporation may use an alternate name to transact business in this state if its board of directors adopts a resolution adopting the alternate name. The alternate name must meet the requirements of section 302A.115, and need not be filed under sections 333.001 to 333.06.
Subd. 2.
Application.
Nothing in this section shall abrogate or limit the law as to unfair competition or unfair practices nor derogate from the common law, the principles of equity, the statutes of this state or of the United States with respect to the right to acquire and protect trade names.
Subd. 3.
Injunction.
If a foreign corporation does business in this state under a name prohibited by this section, the courts of this state having equity jurisdiction may, upon the application of the state or of any person, unincorporated association, or corporation interested or affected, enjoin such foreign corporation from doing business in this state under such name, whether or not a certificate of authority shall have been issued to such foreign corporation.
Subd. 4.
[Repealed, 2008 c 203 s 14]
History:
(7495-4) 1935 c 200 s 4; 1951 c 550 s 77; 1965 c 97 s 1; 1981 c 270 s 129; 1982 c 496 s 3; 1989 c 292 s 7; 2010 c 250 art 2 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.06 — Application For Certificate Of Authority.

303.06 APPLICATION FOR CERTIFICATE OF AUTHORITY.
Subdivision 1.
Contents.
In order to procure a certificate of authority to transact business in this state, a foreign corporation shall make application therefor to the secretary of state, which application shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is organized;
(2) if the name of the corporation does not comply with section 303.05, then the name which it agrees to use in this state;
(3) the address of its proposed registered office in this state and the name of its proposed registered agent in this state;
(4) that it irrevocably consents to the service of process upon it as set forth in section 5.25, or any amendment thereto;
(5) a statement that the officers executing the application have been duly authorized so to do by the board of directors of the corporation; and
(6) that the corporation has complied with the organizational laws in the jurisdiction in which it is organized.
Subd. 2.
Forms.
Such application shall be executed by its president, vice-president, secretary, or assistant secretary.
History:
(7495-5) 1935 c 200 s 5; 1965 c 97 s 2; 1984 c 618 s 20; 1988 c 682 s 13; 1995 c 128 art 1 s 8; 2009 c 98 s 10; 2010 c 250 art 2 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.07 — License Fees.

303.07 LICENSE FEES.
Subdivision 1.
Initial fee.
At the time of making application for a certificate of authority the foreign corporation making the application shall pay to the commissioner of management and budget the sum of $150 as an initial license fee.
Subd. 2.
[Repealed, 2000 c 395 s 23]
History:
(7495-6) 1935 c 200 s 6; 1955 c 820 s 29; 1969 c 1148 s 46; 3Sp1981 c 2 art 1 s 36; 1987 c 404 s 165; 1991 c 205 s 8; 1994 c 438 s 5; 2003 c 112 art 2 s 50; 2009 c 101 art 2 s 109
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.08 — Issuance Of Certificate Of Authority.

303.08 ISSUANCE OF CERTIFICATE OF AUTHORITY.
Subdivision 1.
By secretary of state.
If the application be according to law, the secretary of state, when all fees and charges have been paid as required by law, shall file the application and the certificate of existence, and shall issue and record a certificate of authority to transact business in this state.
Subd. 2.
Contents.
The certificate of authority shall contain the name of the corporation, the state or country of organization, and a statement that it is authorized to transact business in this state.
Subd. 3.
[Repealed, 3Sp1981 c 2 art 1 s 75]
History:
(7495-7) 1935 c 200 s 7; 1969 c 995 s 3; 1976 c 181 s 2; 1986 c 444; 1991 c 205 s 9; 2011 c 106 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.09 — Powers Same As Domestic Corporation.

303.09 POWERS SAME AS DOMESTIC CORPORATION.
After the issuance of a certificate of authority by the secretary of state and until cancellation or revocation thereof or issuance of a certificate of withdrawal, the corporation shall possess within this state the same rights and privileges that a domestic corporation would possess if organized for the purposes set forth in the articles of incorporation of such foreign corporation pursuant to which its certificate of authority is issued, and shall be subject to the laws of this state.
History:
(7495-8) 1935 c 200 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.10 — Office And Agent.

303.10
MS 2008 [Subds 1 to 3 repealed by amendment, 2010 c 250 art 2 s 12]
303.10 OFFICE AND AGENT.
Every non-Minnesota corporation shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
History:
(7495-9, 7495-10) 1935 c 200 s 9,10; 1953 c 221 s 1; 1986 c 331 s 1; 1988 c 682 s 14; 1989 c 236 s 7; 2010 c 250 art 2 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.11 — Notice Of Name Changes, Where Filed.

303.11 NOTICE OF NAME CHANGES, WHERE FILED.
Each foreign corporation authorized to transact business in this state, shall, whenever it changes its name, dissolves, or merges, certify to the secretary of state that the foreign corporation has changed its name, dissolved, or merged and is listing its new status and name.
History:
(7495-11) 1935 c 200 s 11; 1988 c 682 s 15; 2002 c 311 art 4 s 1; 2008 c 203 s 4; 2009 c 98 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.115 — Foreign Professional Firm Filings.

303.115 FOREIGN PROFESSIONAL FIRM FILINGS.
When a foreign corporation uses chapter 319B to elect professional firm status, rescind that status, or change the specification of professional services required under section 319B.04, the foreign corporation must file with the secretary of state a notice which:
(1) states the election, rescission, or change in specification;
(2) had been approved in accordance with the foreign corporation's generally applicable governing law, as that term is defined in section 319B.02, subdivision 8; and
(3) has been signed on behalf of the foreign corporation.
History:
1997 c 22 art 2 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.13 — Service Of Process.

303.13 SERVICE OF PROCESS.
Subdivision 1.
Foreign corporation.
A foreign corporation shall be subject to service of process, as follows:
(1) by service on its registered agent; or
(2) as provided in section 5.25.
Subd. 2.
[Repealed, 1995 c 128 art 1 s 20]
Subd. 3.
[Repealed, 1995 c 128 art 1 s 20]
Subd. 4.
[Repealed, 1995 c 128 art 1 s 20]
Subd. 5.
[Repealed, 1995 c 128 art 1 s 20]
History:
(7495-13) 1935 c 200 s 13; 1955 c 820 s 30; 1957 c 538 s 1; 1969 c 1148 s 47; 1978 c 674 s 60; 1980 c 541 s 4; 3Sp1981 c 2 art 1 s 37; 1984 c 618 s 21,22; 1986 c 444; 1987 c 404 s 166; 1989 c 236 s 8; 1989 c 335 art 1 s 197; 1991 c 205 s 10; 1993 c 48 s 2,3; 1993 c 369 s 113; 1995 c 128 art 1 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.14 — Annual Renewal.

303.14 ANNUAL RENEWAL.
Subdivision 1.
Notice; filing.
Each calendar year beginning in the calendar year following the calendar year in which a corporation receives a certificate of authority to do business in Minnesota, the secretary of state may send to the corporation, using the information provided by the corporation pursuant to section 5.002 or 5.34 or the application for certificate of authority, a notice announcing the need to file the annual renewal and informing the corporation that the annual renewal may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual renewal will result in an administrative dissolution or revocation of certificate of authority to do business in Minnesota.
The corporation will submit a $115 fee with the annual renewal and will set forth on the form the items required by section 5.34.
Subd. 2.
[Repealed, 3Sp1981 c 2 art 1 s 75]
Subd. 3.
[Repealed, 2000 c 395 s 23]
Subd. 4.
[Repealed, 2000 c 395 s 23]
Subd. 5.
[Repealed, 2000 c 395 s 23]
History:
(7495-14) 1935 c 200 s 14; 3Sp1981 c 2 art 1 s 38-40; 1982 c 496 s 4; 1986 c 444; 1988 c 682 s 16,17; 1989 c 236 s 9; 1995 c 128 art 3 s 4; 1997 c 137 s 8; 2000 c 395 s 6; 2009 c 101 art 2 s 74
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.16 — Withdrawal From State.

303.16 WITHDRAWAL FROM STATE.
Subdivision 1.
Application for withdrawal, filing.
If a foreign corporation holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal.
Subd. 2.
Contents of application.
The application for withdrawal shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is organized;
(2) that it has no property located in this state and has ceased to transact business therein;
(3) that its board of directors has duly determined to surrender its authority to transact business in this state;
(4) that it revokes the authority of its registered agent in this state to accept service of process;
(5) the address to which the secretary of state shall mail a copy of any process against the corporation that may be served upon the secretary of state; and
(6) that it will pay to the commissioner of management and budget the amount of any additional license fees properly found by the secretary of state to be then due from such corporation.
Subd. 3.
Execution of application.
The application for withdrawal shall be executed on behalf of the corporation by its president, vice-president, secretary, or assistant secretary, or, if the corporation is in the hands of a receiver or trustee, by such receiver or trustee.
Subd. 4.
Approval; filing.
The application for withdrawal shall be delivered to the secretary of state. Upon receiving and examining the same, and upon finding that it conforms to the provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other charges other than the fee required by section 303.14 have been paid as required by law, file the same and shall issue and record a certificate of withdrawal. Upon the issuance of the certificate, the authority of the corporation to transact business in this state shall cease.
Subd. 5.
Withdrawal through merger or dissolution.
The filing with the secretary of state by the corporation of a certificate of dissolution, or a certificate of merger if the corporation is not the surviving corporation from the proper officer of the state or country under the laws of which the corporation is organized constitutes a valid application of withdrawal and the authority of the corporation to transact business in this state shall cease upon filing of the certificate.
History:
(7495-16) 1935 c 200 s 16; 1976 c 181 s 2; 3Sp1981 c 2 art 1 s 41,42; 1986 c 444; 1988 c 682 s 18,19; 2003 c 112 art 2 s 50; 2009 c 101 art 2 s 75,109; 2016 c 158 art 1 s 169
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.18 — Cancellation Of Certificate Of Authority.

303.18 CANCELLATION OF CERTIFICATE OF AUTHORITY.
Subdivision 1.
Action by attorney general; grounds.
When the public interest may require, the attorney general shall bring an action against a foreign corporation to cancel its certificate of authority to transact business in this state upon the ground that:
(1) the certificate of authority was procured through fraud practiced upon the state;
(2) the certificate of authority should not have been issued to the corporation under this chapter;
(3) the certificate of authority was procured without a substantial compliance with the conditions prescribed by this chapter as precedent or essential to its issuance;
(4) the corporation has offended against any provisions of the statutes regulating corporations, or has abused or usurped corporate privileges or powers;
(5) the corporation is knowingly and persistently violating any provision of law; or
(6) the corporation has done or omitted any act which amounts to a surrender of its certificate of authority.
Subd. 2.
Time granted in which to cure ground for cancellation.
If the ground for the action is an act which the corporation has done or omitted to do, and it appears probable that correction can be made, then such action shall not be instituted, unless the attorney general shall give notice to such corporation, by certified mail, at its registered office in this state, that such default or violation exists, and that an action to cancel its certificate of authority will be begun unless such default shall be cured or such violation discontinued within 30 days after the mailing of such notice. Such action shall be begun by the attorney general if the default shall not be cured, or the violation discontinued, within such period of 30 days; provided, that for good cause shown the attorney general may enlarge this period from time to time, but the aggregate of such enlargements shall not exceed three months.
Subd. 3.
Judgment of cancellation.
The attorney general shall cause two certified copies of the judgment canceling a certificate of authority to be delivered to the secretary of state. The secretary of state shall file one copy, and shall transmit the other copy to the registered office of the corporation in this state.
History:
(7495-18) 1935 c 200 s 18; 1976 c 181 s 2; 1978 c 674 s 60; 3Sp1981 c 2 art 1 s 44; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.19 — Reinstatement.

303.19 REINSTATEMENT.
Subdivision 1.
Required filing.
Any foreign corporation whose certificate of authority to do business in this state shall have been revoked or canceled may reinstate that authority by filing an annual renewal and the fee required by subdivision 2 with the secretary of state. If any of the information in the original application for authority has changed, the foreign corporation must also file an amended certificate setting forth the currently accurate information, with the fee required by section 303.21, subdivision 3.
Subd. 2.
Fee.
If the certificate of authority was revoked by the secretary of state pursuant to section 303.17, or by a judgment pursuant to section 303.18, the corporation shall pay to the commissioner of management and budget $500 before it may be reinstated.
Subd. 3.
Certificate of reinstatement.
Upon the filing of the application and upon payment of the fees imposed by this section, the secretary of state shall reinstate the license of the corporation.
History:
(7495-19) 1935 c 200 s 19; 1955 c 820 s 51; 1976 c 181 s 2; 3Sp1981 c 2 art 1 s 45,46; 2003 c 112 art 2 s 50; 2009 c 101 art 2 s 109; 2015 c 77 art 2 s 54
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.20 — Foreign Corporation May Not Maintain Action Unless Licensed.

303.20 FOREIGN CORPORATION MAY NOT MAINTAIN ACTION UNLESS LICENSED.
No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain an action in any court in this state until such corporation shall have obtained a certificate of authority; nor shall an action be maintained in any court by any successor or assignee of such corporation on any right, claim, or demand arising out of the transaction of business by such corporation in this state until a certificate of authority to transact business in this state shall have been obtained by such corporation or by a corporation which has acquired all, or substantially all, of its assets. If such assignee shall be a purchaser without actual notice of such violation by the corporation, recovery may be had to an amount not greater than the purchase price. This section shall not be construed to alter the rules applicable to a holder in due course of a negotiable instrument.
The failure of a foreign corporation to obtain a certificate of authority to transact business in this state does not impair the validity of any contract or act of such corporation, and shall not prevent such corporation from defending any action in any court of this state.
Any foreign corporation which transacts business in this state without a certificate of authority shall forfeit and pay to this state a penalty, not exceeding $1,000, and an additional penalty, not exceeding $100, for each month or fraction thereof during which it shall continue to transact business in this state without a certificate of authority therefor. Such penalties may be recovered in the district court of any county in which such foreign corporation has done business or has property or has a place of business, by an action, in the name of the state, brought by the attorney general.
History:
(7495-20) 1935 c 200 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.21 — Fees.

303.21 FEES.
Subdivision 1.
[Repealed, 3Sp1981 c 2 art 1 s 75]
Subd. 2.
[Repealed, 3Sp1981 c 2 art 1 s 75]
Subd. 3.
Other instruments.
A fee of $50 shall be paid to the secretary of state for filing any instrument, other than the annual report required by section 303.14, required or permitted to be filed under the provisions of this chapter. The fees shall be paid at the time of the filing of the instrument.
History:
(7495-21) 1935 c 200 s 21; 1955 c 820 s 31; 1969 c 1148 s 48,49; 1976 c 181 s 2; 3Sp1981 c 2 art 1 s 47; 1987 c 404 s 167; 1989 c 335 art 1 s 198; 1993 c 369 s 114; 2000 c 395 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 303 — Foreign Corporations › Section 303.22 — Applicable To Present Corporations.

303.22 APPLICABLE TO PRESENT CORPORATIONS.
Except as in this section otherwise provided, this chapter shall be applicable to all foreign corporations heretofore or hereafter transacting business in this state.
Any foreign corporation licensed to transact business in this state when this chapter became effective, which thereafter obtains a certificate of authority, pursuant to the provisions of this section, may continue to transact business in this state pursuant to the certificate of authority, using the name under which it was, on April 21, 1935, licensed to transact business in this state, whether or not the use of the name is in violation of the provisions of section 303.05.
Nothing herein contained shall be construed to exempt the foreign corporation from the obligation of making annual reports and paying license fees in accordance with the provisions of this chapter.
History:
(7495-22) 1935 c 200 s 22; 3Sp1981 c 2 art 1 s 48