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302A.821 Minnesota corporate registration.

Subdivision 1. MS 1998 Renumbered subd 2

Subdivision 1. Annual registration form. Each calendar year beginning in the calendar year following the calendar year in which a corporation incorporates, the secretary of state must mail by first class mail an annual registration form to the registered office of each corporation as shown on the records of the secretary of state. The form must include the following notice:

"NOTICE: Failure to file this form by December 31 of this year will result in this corporation losing its good standing without further notice from the secretary of state."

Subd. 2. MS 1998 Renumbered subd 3

Subd. 2. Information required. A domestic corporation shall file with the secretary of state a registration by December 31 each calendar year 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 and the name of the registered agent, if any;

(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. 3. MS 1998 Repealed by amendment, 2000 c 395 s 5

Subd. 3. Information public. The information required by subdivision 2 is public data. Chapter 13 does not apply to this information.

Subd. 4. MS 1998 Repealed by amendment, 2000 c 395 s 5

Subd. 4. Penalty. (a) A corporation that has failed to file a registration pursuant to the requirements of subdivision 2 must be dissolved by the secretary of state as described in paragraph (b).

(b) If the corporation has not filed the registration for three consecutive calendar years, the secretary of state shall send by forwardable United States mail to the registered office of the corporation a postcard notifying the corporation that the corporation will be dissolved if no registration is filed with a $25 fee pursuant to this section by the beginning of the following calendar year. 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. The secretary of state must also make available in an electronic format the names of the dissolved corporations. 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. 5. Renumbered subd 4

Subd. 6. Repealed by amendment, 2000 c 395 s 5

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; 2000 c 395 s 5

Official Publication of the State of Minnesota
Revisor of Statutes