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Minn. Stat. § 302A.723

FILING NOTICE OF INTENT TO DISSOLVE; EFFECT.

Known as the Minnesota Business Corporation Act

The act spans §§ 302–302 (139 sections).

Applied in 4 court decisions — leading case Minnesota v. Kalman W. Abrams Metals, Inc. (1998)

Most recently applied in Minnesota v. Kalman W. Abrams Metals, Inc. (September 1998)

1981 c 270 s 101; 1982 c 497 s 59; 1991 c 49 s 22; 2004 c 199 art 14 s 29

How often courts cite this section

19861990199810
citing decisions per year

Court decisions citing this, by year. The dip in the last several years is a data-coverage gap, not a real trend — our corpus holds fewer opinions from the most recent years, so recent citations are undercounted.

Subdivision 1. Contents.

If dissolution of the corporation is approved pursuant to section 302A.721, subdivision 2 , the corporation shall file with the secretary of state a notice of intent to dissolve. The notice shall contain:

(a) the name of the corporation;

(b) the date and place of the meeting at which the resolution was approved pursuant to section 302A.721, subdivision 2 ; and

(c) a statement that the requisite vote of the shareholders was received, or that the requisite shareholders entitled to vote signed a written action.

Subd. 2. Winding up.

When the notice of intent to dissolve has been filed with the secretary of state, and subject to section 302A.731 , the corporation shall cease to carry on its business, except to the extent necessary for the winding up of the corporation. The shareholders shall retain the right to revoke the dissolution proceedings in accordance with section 302A.731 and the right to remove directors or fill vacancies on the board. The corporate existence continues to the extent necessary to wind up the affairs of the corporation until the dissolution proceedings are revoked or articles of dissolution are filed with the secretary of state.

Subd. 3. Remedies continued.

The filing with the secretary of state of a notice of intent to dissolve does not affect any remedy in favor of the corporation or any remedy against it or its directors, officers, or shareholders in those capacities, except as provided in sections 302A.727 , 302A.7291 , and 302A.781 .

Official source: Minnesota Office of the Revisor of Statutes. Reproduced from public-domain Minnesota statutes; confirm against the official source for the current text. Not legal advice.