2005 Minnesota Statutes

     303.18 Cancellation of certificate of authority. 

    Subdivision 1.    Action by attorney general; grounds.  
 When the public interest may require, the attorney general shall 
 bring an action against a foreign corporation to cancel its 
 certificate of authority to transact business in this state upon 
 the ground that: 

    (1) the certificate of authority was procured through fraud 
 practiced upon the state; 

    (2) the certificate of authority should not have been 
 issued to the corporation under this chapter; 

    (3) the certificate of authority was procured without a 
 substantial compliance with the conditions prescribed by this 
 chapter as precedent or essential to its issuance; 

    (4) the corporation has offended against any provisions of 
 the statutes regulating corporations, or has abused or usurped 
 corporate privileges or powers; 

    (5) the corporation is knowingly and persistently violating 
 any provision of law; or 

    (6) the corporation has done or omitted any act which 
 amounts to a surrender of its certificate of authority. 

    Subd. 2.    Time granted in which to cure ground for 
 cancellation.  If the ground for the action is an act which 
 the corporation has done or omitted to do, and it appears 
 probable that correction can be made, then such action shall not 
 be instituted, unless the attorney general shall give notice to 
 such corporation, by certified mail, at its registered office in 
 this state, that such default or violation exists, and that an 
 action to cancel its certificate of authority will be begun 
 unless such default shall be cured or such violation 
 discontinued within 30 days after the mailing of such notice.  
 Such action shall be begun by the attorney general if the 
 default shall not be cured, or the violation discontinued, 
 within such period of 30 days; provided, that for good cause 
 shown the attorney general may enlarge this period from time to 
 time, but the aggregate of such enlargements shall not exceed 
 three months. 

    Subd. 3.    Judgment of cancellation.  The attorney 
 general shall cause two certified copies of the judgment 
 canceling a certificate of authority to be delivered to the 
 secretary of state.  The secretary of state shall file one copy, 
 and shall transmit the other copy to the registered office of 
 the corporation in this state.  

    HIST: (7495-18) 1935 c 200 s 18; 1976 c 181 s 2; 1978 c 674 s 
 60; 3Sp1981 c 2 art 1 s 44; 1986 c 444