1997 Minnesota Statutes

     302A.781 Claims barred; exceptions. 

    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.  

    HIST: 1981 c 270 s 117; 1982 c 497 s 67; 1987 c 104 s 45; 1991 
 c 49 s 27