Choose a cooperative type and chapter

Who this is for#

Founders deciding which Minnesota cooperative statute to use, and advisers checking that the choice was made on purpose.

The short answer#

Minnesota has three cooperative chapters in the set this site covers. Pick by purpose and capital plan:

For most new non-housing cooperatives, 308B is the chapter this site assumes. [OPINION] That is our editorial focus, not a legal rule.

What each chapter says it is for#

• 308B. A cooperative may be formed for any lawful purpose, including marketing or processing agricultural products and providing products, supplies or services to members ^{P1, § 308B.201}.
• 308A. A cooperative may be formed for agricultural, dairy, marketing, transportation, warehousing and many other listed businesses "or for any other lawful purpose" ^{P2, § 308A.101, subd. 1}.
• 308C. A housing cooperative may be formed to provide housing to older persons, to provide residential housing through ownership, leasing or both, or to establish a limited equity cooperative ^{P3, § 308C.201}. Cooperatives formed under 308A or 308B that convert and are exclusively governed by 308C are called housing cooperatives ^{P3, § 308C.003}.

Differences that affect the choice#

These are drawn from the statutes we ingest. Read the sections before relying on them.

1. Who may hold equity. 308B recognizes patron and nonpatron membership interests. A nonpatron interest does not require the holder to do business with the cooperative to receive financial rights ^{P1, § 308B.005, subds. 19-23}. Nonpatron interests need authorization in the articles and conditions in a member control agreement or the bylaws ^{P1, § 308B.601, subd. 5}.
2. Floor for patron economics. In 308B, patron interests collectively hold at least 60 percent of financial rights to profit allocations and distributions, or at least 15 percent on the conditions in § 308B.601, subd. 3 ^P1. The patron share of profits and distributions is separately set at 50 percent or 15 percent in § 308B.721 ^P1.
3. Voting. In 308B, each patron member has one vote, and bylaws cannot reduce the collective patron vote below 15 percent of the total vote ^{P1, § 308B.545}.
4. 308A default terms. Under § 308A.131, subd. 1(d), certain terms are presumed part of the articles of a 308A cooperative, including a one-vote limit for common stockholders, board-approved share transfers and a cap on dividends on capital stock and nonstock equity of eight percent annually ^{P2, § 308A.131}.
5. Name. The statute restricts use of the word "cooperative" to entities subject to chapter 308A or incorporated under other Minnesota laws authorizing business on a cooperative plan, and says misuse is a misdemeanor ^{P2, § 308A.011}. See Form a Minnesota cooperative under Chapter 308B, step 2.

Fees by chapter#

As of 2026-10-15, the SOS fee schedule lists the same original articles fee in its 308B and 308A tables: $60 by mail, $80 online or in person by appointment ^G2. We did not capture the 308C table.

"Worker," "consumer" and "producer" cooperatives#

Chapter 308B does not create these as legal types. The ingested text of 308B does not use them as categories. You are a worker, consumer or producer cooperative because of who your patron members are and what "patronage" means in your bylaws. The definition of patronage is business, transactions or services "done for or with the cooperative as defined by the cooperative" ^{P1, § 308B.005, subd. 21}. See Organize a worker cooperative under chapter 308B, Organize a consumer cooperative under chapter 308B and Organize a producer or marketing cooperative under chapter 308B.

Common mistakes#

• Choosing 308B and then writing bylaws from a 308A or nonprofit template.
• Assuming a housing project can use 308B for resident ownership without checking 308C.
• Treating "worker cooperative" as a filing category. The SOS articles form has five articles (name, purpose, duration, registered office, organizers) and no cooperative-type box ^G1.

Open questions#

• Whether a specific housing plan should be organized under 308B or 308C is a counsel question. We did not analyze which chapter fits a mixed-purpose project.