2007 Minnesota Code
Chapters 4 - 9 Constitutional Offices
Chapter 5 Secretary of State
Section 5.26 GOOD STANDING.

5.26 GOOD STANDING.
Subdivision 1. Definition. "Good standing" means that a business entity has complied with
all of the filing and registration requirements with the Office of the Secretary of State described in
the entity's governing chapter.
Subd. 2. Effect of status. (a) When a business entity is in good standing it may amend its
organizing document that is on file with the secretary of state.
(b) When a business entity is in good standing, the secretary of state shall issue a certificate
of good standing as described in section 5.12.
(c) A business entity that is not in good standing may participate in a merger where it does
not survive the merger transaction or may dissolve or terminate its existence. It may not amend its
organizing document or file other documents with the secretary of state, other than documents
required to return the business entity to good standing.
(d) When a business entity is not in good standing, the secretary of state shall issue a
certificate of not in good standing as described in section 5.12. The secretary of state shall not
issue a certificate of good standing with respect to a business entity that is not in good standing.
Subd. 3. Reinstatement. Reinstatement of good standing is controlled by the provisions of
the chapter that governs the business entity.
History: 1997 c 137 s 4