2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.905 WINDING UP.

308B.905 WINDING UP.
Subdivision 1. Collection and payment of debts. After the 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:
(1) to collect or make provision for the collection of all debts due or owing to the cooperative,
including unpaid subscriptions for shares; and
(2) to pay or make provision for the payment of all debts, obligations, and liabilities of
the cooperative according to their priorities.
Subd. 2. Transfer of assets. After the notice of intent to dissolve has been filed with the
secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all
of the property and assets of the dissolving cooperative without a vote of the members.
Subd. 3. Distribution to members. Tangible and intangible property, including money,
remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be
distributed to the members and former members as provided in the articles or bylaws, unless
otherwise provided by law. If previously authorized by the members, the tangible and intangible
property of the cooperative may be liquidated and disposed of at the discretion of the board.
History: 2003 c 105 art 1 s 72