2001 Minnesota Statutes

     302A.711 Voluntary dissolution by incorporators or 
  directors. 

    Subdivision 1.    Manner.  A corporation that has not 
 issued shares may be dissolved by the incorporators or directors 
 in the manner set forth in this section.  

    Subd. 2.    Articles of dissolution.  (a) A majority of 
 the incorporators or directors shall sign articles of 
 dissolution containing: 

    (1) The name of the corporation; 

    (2) The date of incorporation; 

    (3) A statement that shares have not been issued; 

    (4) A statement that all consideration received from 
 subscribers for shares to be issued, less expenses incurred in 
 the organization of the corporation, has been returned to the 
 subscribers; and 

    (5) A statement that no debts remain unpaid.  

    (b) The articles of dissolution shall be filed with the 
 secretary of state.  

    Subd. 3.    Effective date.  When the articles of 
 dissolution have been filed with the secretary of state, the 
 corporation is dissolved.  

    Subd. 4.    Certificate.  The secretary of state shall 
 issue to the dissolved corporation or its legal representative a 
 certificate of dissolution that contains:  

    (a) The name of the corporation; 

    (b) The date and time the articles of dissolution were 
 filed with the secretary of state; and 

    (c) A statement that the corporation is dissolved.  

    HIST: 1981 c 270 s 99; 1993 c 17 s 55,56