2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.921 ARTICLES OF DISSOLUTION.

308B.921 ARTICLES OF DISSOLUTION.
Subdivision 1. Conditions to file. Articles of dissolution of a cooperative shall be filed with
the secretary of state after payment of the claims of all known creditors and claimants has been
made or provided for and the remaining property has been distributed by the board. The articles
of dissolution shall state:
(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged
or adequate provisions have been made for them or time periods allowing claims have run and
other claims are not outstanding;
(2) that the remaining property, assets, and claims of the cooperative have been distributed
among the members or under a liquidation authorized by the members; and
(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not
pending or adequate provision has been made for the satisfaction of a judgment, order, or decree
that may be entered against the cooperative in a pending proceeding.
Subd. 2. Dissolution effective on filing. The cooperative is dissolved when the articles of
dissolution have been filed with the secretary of state.
Subd. 3. Certificate. The secretary of state shall issue to the dissolved cooperative or its
legal representative a certificate of dissolution that contains:
(1) the name of the dissolved cooperative;
(2) the date the articles of dissolution were filed with the secretary of state; and
(3) a statement that the cooperative is dissolved.
History: 2003 c 105 art 1 s 75