2004 Minnesota Statutes

     302A.727 Dissolution procedure for corporations that 
  give notice to creditors and claimants. 

    Subdivision 1.    When permitted; how given.  When a 
 notice of intent to dissolve has been filed with the secretary 
 of state, the corporation may give notice of the filing to each 
 creditor of and claimant against the corporation known or 
 unknown, present or future, and contingent or noncontingent.  If 
 notice to creditors and claimants is given, it must be given by 
 publishing the notice once each week for four successive weeks 
 in a legal newspaper in the county or counties where the 
 registered office and the principal executive office of the 
 corporation are located and by giving written notice to known 
 creditors and claimants pursuant to section 302A.011, 
 subdivision 17.  

    Subd. 2.    Contents.  The notice to creditors and 
 claimants shall contain:  

    (a) a statement that the corporation is in the process of 
 dissolving; 

    (b) a statement that the corporation has filed with the 
 secretary of state a notice of intent to dissolve; 

    (c) the date of filing the notice of intent to dissolve; 

    (d) the address of the office to which written claims 
 against the corporation must be presented; and 

    (e) the date by which all the claims must be received, 
 which shall be the later of 90 days after published notice or, 
 with respect to a particular known creditor or claimant, 90 days 
 after the date on which written notice was given to that 
 creditor or claimant.  Published notice is deemed given on the 
 date of first publication for the purpose of determining this 
 date.  

    Subd. 3.    Claims against corporations that give notice. 
  (a) A corporation that gives notice to creditors and 
 claimants has 30 days from the receipt of each claim filed 
 according to the procedures set forth by the corporation on or 
 before the date set forth in the notice to accept or reject the 
 claim by giving written notice to the person submitting it; a 
 claim not expressly rejected in this manner is deemed accepted. 

    (b) A creditor or claimant to whom notice is given and 
 whose claim is rejected by the corporation has 60 days from the 
 date of rejection, 180 days from the date the corporation filed 
 with the secretary of state the notice of intent to dissolve, or 
 90 days after the date on which notice was given to the creditor 
 or claimant, whichever is longer, to pursue any other remedies 
 with respect to the claim. 

    (c) A creditor or claimant to whom notice is given who 
 fails to file a claim according to the procedures set forth by 
 the corporation on or before the date set forth in the notice is 
 barred from suing on that claim or otherwise realizing upon or 
 enforcing it, except as provided in section 302A.781. 

    (d) A creditor or claimant whose claim is rejected by the 
 corporation under paragraph (b) is barred from suing on that 
 claim or otherwise realizing upon or enforcing it, if the 
 creditor or claimant does not initiate legal, administrative, or 
 arbitration proceedings with respect to the claim within the 
 time provided in paragraph (b). 

    Subd. 4.    Articles of dissolution; when filed.  
 Articles of dissolution for a corporation that has given notice 
 to creditors and claimants under this section must be filed with 
 the secretary of state after: 

    (1) the 90-day period in subdivision 2, paragraph (e), has 
 expired and the payment of claims of all creditors and claimants 
 filing a claim within that period has been made or provided for; 
 or 

    (2) the longest of the periods described in subdivision 3, 
 paragraph (b), has expired and there are no pending legal, 
 administrative, or arbitration proceedings by or against the 
 corporation commenced within the time provided in subdivision 3, 
 paragraph (b). 

    Subd. 5.    Contents of articles.  The articles of 
 dissolution must state: 

    (1) the last date on which the notice was given and:  (i) 
 that the payment of all creditors and claimants filing a claim 
 within the 90-day period in subdivision 2, paragraph (e), has 
 been made or provided for; or (ii) the date on which the longest 
 of the periods described in subdivision 3, paragraph (b), 
 expired; 

    (2) that the remaining property, assets, and claims of the 
 corporation have been distributed among its shareholders in 
 accordance with section 302A.551, subdivision 4, or that 
 adequate provision has been made for that distribution; and 

    (3) that there are no pending legal, administrative, or 
 arbitration proceedings by or against the corporation commenced 
 within the time provided in subdivision 3, paragraph (b), or 
 that adequate provision has been made for the satisfaction of 
 any judgment, order, or decree that may be entered against it in 
 a pending proceeding. 

    HIST: 1981 c 270 s 103; 1982 c 497 s 60; 1984 c 543 s 12; 1987 
 c 104 s 40; 1987 c 384 art 3 s 13; 1991 c 49 s 24