2005 Minnesota Statutes - 317A.735 — Distribution of assets.

     317A.735 Distribution of assets. 


    Subdivision 1.    General.  In performing their duties 
 under section 317A.725, the board, or the officers acting under 
 the direction of the board, shall distribute the assets of the 
 corporation in the following order of priority: 


    (1) distribution of assets received and held for a special 
 use or purpose under subdivision 2; 


    (2) payment of costs and expenses of the dissolution 
 proceedings, including attorney fees and disbursements; 


    (3) payment of debts, obligations, and liabilities of the 
 corporation; 


    (4) distribution of assets pursuant to articles or bylaws 
 of the dissolving corporation or the rules or canons of another 
 organization under subdivision 3; and 


    (5) distribution of remaining assets under subdivision 4. 


    Subd. 2.    Special use or purpose.  Assets of the 
 corporation may not be diverted from the uses and purposes for 
 which the assets have been received and held, or from the uses 
 and purposes expressed or intended by the original donor. 


    Subd. 3.    Articles, bylaws, or another organization.  
 Where the articles or bylaws of the dissolving corporation, or 
 the rules or canons of another organization by which the 
 dissolving corporation is bound, provide for a particular 
 distribution of the assets of the dissolving corporation, the 
 assets must be distributed accordingly. 


    Subd. 4.    Remainder.  The distribution of assets held 
 for or devoted to a charitable or public use or purpose is 
 subject to section 501B.31. 


    HIST: 1989 c 304 s 104; 1989 c 340 art 2 s 10; 1990 c 488 s 
 34,35