2006 Minnesota Statutes

303.16 WITHDRAWAL FROM STATE.
    Subdivision 1. Application for withdrawal, filing. If a foreign corporation holding a
certificate of authority desires to withdraw, it shall file with the secretary of state an application
for withdrawal.
    Subd. 2. Contents of application. The application for withdrawal shall set forth:
(1) the name of the corporation and the state or country under the laws of which it is
organized;
(2) that it has no property located in this state and has ceased to transact business therein;
(3) that its board of directors has duly determined to surrender its authority to transact
business in this state;
(4) that it revokes the authority of its registered agent in this state to accept service of process;
(5) the address to which the secretary of state shall mail a copy of any process against the
corporation that may be served upon the secretary of state;
(6) that it will pay to the commissioner of finance the amount of any additional license fees
properly found by the secretary of state to be then due from such corporation; and
(7) additional information required or demanded to enable the secretary of state to determine
the additional license fees, if any, payable by the corporation, the determination thereof to be
made in the manner provided by section 303.07, subdivision 2.
    Subd. 3. Execution of application. The application for withdrawal shall be executed on
behalf of the corporation by its president, vice-president, secretary, or assistant secretary, or, if the
corporation is in the hands of a receiver or trustee, by such receiver or trustee.
    Subd. 4. Approval; filing. The application for withdrawal shall be delivered to the secretary
of state. Upon receiving and examining the same, and upon finding that it conforms to the
provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other
charges have been paid as required by law, file the same and shall issue and record a certificate
of withdrawal. Upon the issuance of the certificate, the authority of the corporation to transact
business in this state shall cease.
    Subd. 5. Withdrawal through merger or dissolution. The filing with the secretary of state
by the corporation of a certificate of dissolution, or a certificate of merger if the corporation is not
the surviving corporation from the proper officer of the state or country under the laws of which
the corporation is organized constitutes a valid application of withdrawal and the authority of the
corporation to transact business in this state shall cease upon filing of the certificate.
History: (7495-16) 1935 c 200 s 16; 1976 c 181 s 2; 3Sp1981 c 2 art 1 s 41,42; 1986 c
444; 1988 c 682 s 18,19; 2003 c 112 art 2 s 50