Minnesota § 317A.723 FILING NOTICE OF INTENT TO DISSOLVE; EFFECT

Minnesota Statutes

§ 317A.723 — FILING NOTICE OF INTENT TO DISSOLVE; EFFECT

Minnesota § 317A.723

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 317ANONPROFIT CORPORATIONS

This text of Minnesota § 317A.723 (FILING NOTICE OF INTENT TO DISSOLVE; EFFECT) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 317A.723 (2026).

Text

Subdivision 1.Contents. If dissolution of the corporation is approved under section317A.721, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice must contain:

(1)the name of the corporation;

(2)the date and place of the meeting at which the resolution was approved by the board under section317A.721, subdivision 2, and by the members under section317A.721, subdivision 3, if applicable; and

(3)a statement that the requisite approval of the directors and members was received. If applicable, the corporation also shall notify the attorney general under section317A.811. Subd. 2.Winding up. When the notice of intent to dissolve has been filed with the secretary of state and subject to section317A.731, the corporation may not carry on its activiti

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Subdivision 1.Contents.
If dissolution of the corporation is approved under section317A.721, the corporation shall file with the secretary of state a notice of intent to dissolve. The notice must contain:
(1) the name of the corporation;
(2) the date and place of the meeting at which the resolution was approved by the board under section317A.721, subdivision 2, and by the members under section317A.721, subdivision 3, if applicable; and
(3) a statement that the requisite approval of the directors and members was received.
If applicable, the corporation also shall notify the attorney general under section317A.811.

Subd. 2.Winding up.
When the notice of intent to dissolve has been filed with the secretary of state and subject to section317A.731, the corporation may not carry on its activities, except to the extent necessary for the winding up of the corporation. The board and members with voting rights have the right to revoke the dissolution proceedings under section317A.731and the members with voting rights have 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.

Subd. 3.Remedies continued.
The filing with the secretary of state of a notice of intent to dissolve does not affect a remedy in favor of the corporation or a remedy against it or its directors, officers, or members in those capacities, except as provided in section317A.781.