2006 Minnesota Statutes

317A.823 ANNUAL CORPORATE REGISTRATION.
    Subdivision 1. Annual registration. (a) The secretary of state must send annually to each
corporation at the registered office of the corporation a postcard notice announcing the need to file
the annual registration and informing the corporation that the annual registration may be filed
online and that paper filings may also be made, and informing the corporation that failing to file
the annual registration will result in an administrative dissolution of the corporation.
(b) Except for corporations to which paragraph (d) applies, each calendar year beginning in
the calendar year following the calendar year in which a corporation incorporates, a corporation
must file with the secretary of state by December 31 of each calendar year a registration
containing the information listed in paragraph (c).
(c) The registration must include:
(1) the name of the corporation;
(2) the address of its registered office;
(3) the name of its registered agent, if any; and
(4) the name and business address of the officer or other person exercising the principal
functions of president of the corporation.
(d) The timely filing of an annual financial report and audit or an annual financial statement
under section 69.051, subdivision 1 or 1a, by a volunteer firefighter relief association, as
reflected in the notification by the state auditor under section 69.051, subdivision 1c, constitutes
presentation of the corporate registration. The secretary of state may reject the registration by the
volunteer firefighter relief association. Rejection must occur if the information provided to the
state auditor does not match the information in the records of the secretary of state. The volunteer
firefighter relief association may amend the articles of incorporation as provided in sections
317A.131 to 317A.151 so that the information from the state auditor may be accepted for filing.
The timely filing of an annual financial report and audit or an annual financial statement under
section 69.051, subdivision 1 or 1a, does not relieve the volunteer firefighter relief association of
the requirement to file amendments to the articles of incorporation directly with the secretary of
state.
    Subd. 2. Penalty. (a) A corporation that has failed to file a registration pursuant to the
requirements of subdivision 1 must be dissolved by the secretary of state as described in
paragraph (b).
(b) If the corporation has not filed the delinquent registration, the secretary of state must
issue a certificate of involuntary dissolution, and the certificate must be filed in the Office of the
Secretary of State. The secretary of state must 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 317A.781.
    Subd. 3.[Repealed by amendment, 2000 c 395 s 10]
History: 1989 c 304 s 121; 1989 c 335 art 1 s 206,207; 1990 c 488 s 41,42; 1991 c 205 s 15;
1992 c 503 s 16; 1993 c 48 s 4; 1993 c 86 s 2; 1995 c 128 art 3 s 5; 2000 c 395 s 10; 2004 c 251 s 7