Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

Office of the Revisor of Statutes

    Subdivision 1. Claims barred. Except as provided in this section, a creditor or claimant
whose claims are barred under section 302A.727, 302A.7291, or 302A.759 includes a person who
is or becomes a creditor or claimant at any time before, during, or following the conclusion of
dissolution proceedings, and all those claiming through or under the creditor or claimant.
    Subd. 2. Claims reopened. At any time within one year after articles of dissolution have
been filed with the secretary of state pursuant to section 302A.727 or 302A.7291, subdivision 1,
clause (2), or a decree of dissolution has been entered, a creditor or claimant who shows good
cause for not having previously filed the claim may apply to a court in this state to allow a claim:
(a) against the corporation to the extent of undistributed assets; or
(b) if the undistributed assets are not sufficient to satisfy the claim, against a shareholder,
whose liability shall be limited to a portion of the claim that is equal to the portion of the
distributions to shareholders in liquidation or dissolution received by the shareholder, but in no
event may a shareholder's liability exceed the amount which that shareholder actually received in
the dissolution.
    Subd. 3. Obligations incurred during dissolution proceedings. All known contractual
debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs
shall be paid or provided for by the corporation before the distribution of assets to a shareholder.
A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any
remedy before the expiration of the applicable statute of limitations against the officers and
directors of the corporation who are responsible for, but who fail to cause the corporation to pay
or make provision for payment of the debts, obligations, and liabilities or against shareholders to
the extent permitted under section 302A.559. This subdivision does not apply to dissolution under
the supervision or order of a court.
    Subd. 4. Statutory homeowner warranty claims preserved. The statutory warranties
provided under section 327A.02 are not affected by a dissolution under this chapter.
    Subd. 5. Other claims preserved. In addition to the claims in subdivision 4, all other
statutory and common law rights of persons who may bring claims of injury to a person, including
death, are not affected by dissolution under this chapter.
History: 1981 c 270 s 117; 1982 c 497 s 67; 1987 c 104 s 45; 1991 c 49 s 27; 2006 c
202 s 3; 2007 c 54 art 5 s 6

Official Publication of the State of Minnesota
Revisor of Statutes