302A.821 Minnesota corporate registration.
Subdivision 1. Information required. A domestic corporation shall once each calendar year file with the secretary of state a registration containing:
(a) the name of the corporation;
(b) the address of its principal executive office, if different from the registered office address;
(c) the address of its registered office;
(d) the state of incorporation; and
(e) the name and business address of the officer or other person exercising the principal functions of the chief executive officer of the corporation.
Subd. 2. Information public. The information required by subdivision 1 is public data. Chapter 13 does not apply to this information.
Subd. 3. Loss of good standing. A corporation that fails to file a registration pursuant to the requirements of subdivision 1 loses its good standing in this state. The corporation may regain its good standing in this state by filing a single annual registration and paying a $25 fee.
Subd. 4. Notice of repeated violation. If a corporation fails for three consecutive years to file a registration pursuant to the requirements of subdivision 1, the secretary of state shall give notice by first class mail to the corporation at its registered office that it has violated this section and is subject to dissolution by the office of the secretary of state if the delinquent registration is not filed pursuant to subdivision 1 and the $25 fee paid within 60 days after the mailing of the notice. For purposes of this subdivision, "delinquent registration" means a single annual registration.
Subd. 5. Penalty. (a) A corporation that has failed for three consecutive years to file a registration pursuant to the requirements of subdivision 1, has been notified of the failure pursuant to subdivision 4, and has failed to file the delinquent registration during the 60-day period described in subdivision 4, shall be dissolved by the secretary of state as described in paragraph (b).
(b) Immediately after the expiration of the 60-day period described in paragraph (a), if the corporation has not filed the delinquent registration, the secretary of state shall issue a certificate of involuntary dissolution, and a copy of the certificate shall be filed in the office of the secretary of state. The original certificate shall be sent to the registered office of the corporation. The secretary of state shall annually inform the attorney general and the commissioner of revenue of the methods by which the names of corporations dissolved under this section during the preceding year may be determined. A corporation dissolved in this manner is not entitled to the benefits of section 302A.781. The liability, if any, of the shareholders of a corporation dissolved in this manner shall be determined and limited in accordance with section 302A.557, except that the shareholders shall have no liability to any director of the corporation under section 302A.559, subdivision 2.
Subd. 6. Reinstatement. A corporation may, within one year of the date of the statutory dissolution, retroactively reinstate its corporate existence by filing a single annual registration and paying a $25 fee. Filing the annual registration with the secretary of state:
(1) returns the corporation to active status as of the date of the statutory dissolution;
(2) validates contracts or other acts within the authority of the articles, and the corporation is liable for those contracts or acts; and
(3) restores to the corporation all assets and rights of the corporation and its shareholders to the extent they were held by the corporation and its shareholders before the statutory dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
HIST: 1981 c 270 s 122; 1981 c 311 s 39; 1982 c 497 s 68,69; 1982 c 545 s 24; 1988 c 682 s 12; 1989 c 236 s 5; 1989 c 335 art 1 s 195,196; 1990 c 480 art 1 s 46; 1991 c 205 s 5-7; 1992 c 477 s 1; 1993 c 48 s 1; 1994 c 438 s 4; 1997 c 137 s 7
Official Publication of the State of Minnesota
Revisor of Statutes