1998 Minnesota Statutes

     317A.827 Administrative dissolution. 

    Subdivision 1.    Procedure.  If a corporation fails to 
 file the initial registration by December 31, 1997, or if it 
 fails to file the delinquent registration before expiration of 
 the 60-day period in section 317A.823, subdivision 3, the 
 secretary of state shall immediately issue a certificate of 
 involuntary dissolution.  The secretary of state shall send the 
 original certificate to the registered office of the corporation 
 and file a copy in the office of the secretary of state.  The 
 secretary of state shall annually inform the attorney general of 
 the methods by which the names of corporations dissolved under 
 this section during the previous year may be determined.  A 
 corporation dissolved under this section is not entitled to the 
 benefits of section 317A.781, subdivision 1. 

    Subd. 2.    Attorney general powers continued.  A 
 corporation dissolved under this section continues for three 
 years after the dissolution date for the sole purpose of 
 supervision, investigation, and other actions by the attorney 
 general under sections 8.31 and 501B.40 and 501B.41. 

    Subd. 3.    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 members to the extent they were held by 
 the corporation and its members 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: 1989 c 304 s 123; 1989 c 340 art 2 s 12; 1991 c 205 s 
 16; 1992 c 503 s 17,18; 1993 c 48 s 5; 1997 c 137 s 11