2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308A Cooperatives
Section 308A.995 PERIODIC REGISTRATION.

308A.995 PERIODIC REGISTRATION.
Subdivision 1. Periodic registration in certain years. Each cooperative governed by this
chapter must file a periodic registration with the secretary of state in each odd-numbered year. In
these years, the secretary of state must mail by first class mail a registration form to the registered
office of each cooperative as shown on the records of the secretary of state, or if no such address
is in the records, to the location of the principal place of business shown on the records of the
secretary of state. The form must include the following notice:
"NOTICE: Failure to file this form by December 31 of this year will result in the dissolution
of this cooperative without further notice from the secretary of state, pursuant to Minnesota
Statutes, section 308A.995, subdivision 4, paragraph (b)."
Subd. 2. Minnesota cooperative registration form. In each calendar year in which a
registration is to be filed, a cooperative must file with the secretary of state a registration by
December 31 of that calendar year containing:
(1) the name of the cooperative;
(2) the address of its registered office;
(3) the address of its principal place of business, if different from the registered office
address; and
(4) the name and business address of the officer or other person exercising the principal
functions of the chief executive officer of the cooperative.
Subd. 3. Information public. The information required by subdivision 1 is public data.
Subd. 4. Penalty; dissolution. (a) A cooperative that has failed to file a registration pursuant
to the requirements of this section by December 31 of the calendar year for which the registration
was required must be dissolved by the secretary of state as described in paragraph (b).
(b) If the cooperative has not filed the registration by December 31 of that calendar year,
the secretary of state must issue a certificate of involuntary dissolution, and the certificate must
be filed in the Office of the Secretary of State. The secretary of state must make available in an
electronic format the names of the dissolved cooperatives. A cooperative dissolved in this manner
is not entitled to the benefits of section 308A.981.
Subd. 5. Reinstatement. A cooperative may retroactively reinstate its existence by filing a
single annual registration and paying a $25 fee. Filing the annual registration with the secretary of
state:
(1) returns the cooperative to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the cooperative is
liable for those contracts or acts; and
(3) restores to the cooperative all assets and rights of the cooperative and its shareholders or
members to the extent they were held by the cooperative and its shareholders or members before
the dissolution occurred, except to the extent that assets or rights were affected by acts occurring
after the dissolution or sold or otherwise distributed after that time.
History: 2000 c 395 s 8; 2004 c 251 s 5; 2004 c 254 s 36; 2007 c 148 art 2 s 51