1997 Minnesota Statutes

     302A.723 Filing notice of intent to dissolve; effect. 

    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 all 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.  

    HIST: 1981 c 270 s 101; 1982 c 497 s 59; 1991 c 49 s 22