1997 Minnesota Statutes

     302A.821 Minnesota corporate registration. 

    Subdivision 1.    Information required.  A domestic 
 corporation shall once each calendar year file with the 
 secretary of state a registration containing:  

    (a) the name of the corporation; 

    (b) the address of its principal executive office, if 
 different from the registered office address; 

    (c) the address of its registered office; 

    (d) the state of incorporation; and 

    (e) the name and business address of the officer or other 
 person exercising the principal functions of the chief executive 
 officer of the corporation. 

    Subd. 2.    Information public.  The information 
 required by subdivision 1 is public data.  Chapter 13 does not 
 apply to this information.  

    Subd. 3.    Loss of good standing.  A corporation that 
 fails to file a registration pursuant to the requirements of 
 subdivision 1 loses its good standing in this state.  The 
 corporation may regain its good standing in this state by filing 
 a single annual registration and paying a $25 fee. 

    Subd. 4.    Notice of repeated violation.  If a 
 corporation fails for three consecutive years to file a 
 registration pursuant to the requirements of subdivision 1, the 
 secretary of state shall give notice by first class mail to the 
 corporation at its registered office that it has violated this 
 section and is subject to dissolution by the office of the 
 secretary of state if the delinquent registration is not filed 
 pursuant to subdivision 1 and the $25 fee paid within 60 days 
 after the mailing of the notice.  For purposes of this 
 subdivision, "delinquent registration" means a single annual 
 registration. 

    Subd. 5.    Penalty.  (a) A corporation that has failed 
 for three consecutive years to file a registration pursuant to 
 the requirements of subdivision 1, has been notified of the 
 failure pursuant to subdivision 4, and has failed to file the 
 delinquent registration during the 60-day period described in 
 subdivision 4, shall be dissolved by the secretary of state as 
 described in paragraph (b).  

    (b) Immediately after the expiration of the 60-day period 
 described in paragraph (a), if the corporation has not filed the 
 delinquent registration, the secretary of state shall issue a 
 certificate of involuntary dissolution, and a copy of the 
 certificate shall be filed in the office of the secretary of 
 state.  The original certificate shall be sent to the registered 
 office of the corporation.  The secretary of state shall 
 annually inform the attorney general and the commissioner of 
 revenue of the methods by which the names of corporations 
 dissolved under this section during the preceding year may be 
 determined.  A corporation dissolved in this manner is not 
 entitled to the benefits of section 302A.781.  The liability, if 
 any, of the shareholders of a corporation dissolved in this 
 manner shall be determined and limited in accordance with 
 section 302A.557, except that the shareholders shall have no 
 liability to any director of the corporation under section 
 302A.559, subdivision 2.  

    Subd. 6.    Reinstatement.  A corporation may, within 
 one year of the date of the statutory dissolution, retroactively 
 reinstate its corporate existence by filing a single annual 
 registration and paying a $25 fee.  Filing the annual 
 registration with the secretary of state: 

    (1) returns the corporation to active status as of the date 
 of the statutory dissolution; 

    (2) validates contracts or other acts within the authority 
 of the articles, and the corporation is liable for those 
 contracts or acts; and 

    (3) restores to the corporation all assets and rights of 
 the corporation and its shareholders to the extent they were 
 held by the corporation and its shareholders before the 
 statutory dissolution occurred, except to the extent that assets 
 or rights were affected by acts occurring after the dissolution 
 or sold or otherwise distributed after that time. 

    HIST: 1981 c 270 s 122; 1981 c 311 s 39; 1982 c 497 s 68,69; 
 1982 c 545 s 24; 1988 c 682 s 12; 1989 c 236 s 5; 1989 c 335 art 
 1 s 195,196; 1990 c 480 art 1 s 46; 1991 c 205 s 5-7; 1992 c 477 
 s 1; 1993 c 48 s 1; 1994 c 438 s 4; 1997 c 137 s 7