2006 Minnesota Statutes

317A.721 VOLUNTARY DISSOLUTION BY BOARD AND MEMBERS WITH VOTING
RIGHTS.
    Subdivision 1. Manner. A corporation may be dissolved by the board and members with
voting rights as provided in this section.
    Subd. 2. Approval by board; plan of dissolution. The board shall adopt a resolution
proposing dissolution of the corporation by the affirmative vote of a majority of all directors.
The resolution must include a plan of dissolution that states to whom the assets owned or held
by the corporation will be distributed after creditors are paid. The plan must comply with the
requirements of section 317A.735. If the board will have discretion in distributing assets, the plan
must state that the assets will be distributed to persons the board subsequently identifies. If there
are members with voting rights, the resolution and plan of dissolution must be submitted to
the members under subdivision 3.
    Subd. 3. Approval by members with voting rights. (a) Written notice must be given to
each member with voting rights, within the time and in the manner provided in section 317A.435
for notice of meetings of members and, whether the meeting is a regular or a special meeting,
must state that a purpose of the meeting is to consider dissolving the corporation.
(b) The proposed dissolution must be submitted for approval at a meeting of members. If the
proposed dissolution is approved by the members, the dissolution must be started.
History: 1989 c 304 s 96