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Comparing cooperative and other Minnesota entity types

A side-by-side table of what the Minnesota statutes say about purpose, board size, member voting, distributions and member liability for 308B, 308A and 308C cooperatives and, for context, LLCs, business corporations and nonprofit corporations.

Verified against sources: October 15, 2026Last edited: October 16, 2026

The three cooperative chapters#

Chapter 308B is the Minnesota Cooperative Associations chapter. Chapter 308A is the older Cooperative Law. Chapter 308C is the Cooperative Housing Act. A 308A cooperative may amend its documents to be governed by 308B § 308B.225, and the 308B definition of "domestic cooperative" covers one organized under 308B or 308A § 308B.005.

Feature 308B cooperative 308A cooperative 308C housing cooperative
Purpose Any lawful purpose § 308B.201 Agricultural, dairy, marketing and other listed businesses, "or for any other lawful purpose" (308A.101, subd. 1) Housing-specific purposes listed in the chapter (308C.201)
Articles filing fee in the statute $60 § 308B.215 $60 (308A.131, subd. 2) Not checked here
Articles filing fee on the current SOS form $80 expedited, $60 by mail (Rev. 7/1/2025) R1 Form exists; fee not read R2 $80 expedited, $60 by mail (Rev. 8/1/2025) R6
Minimum board size At least five; a cooperative with 50 or fewer members may prescribe three or more in its articles or bylaws § 308B.405 At least five; at least three for a cooperative housing corporation as defined in 26 U.S.C. 216(b)(1) (308A.305) Three or more (308C.405)
Member vote A patron member has one vote on patron-interest issues; extra votes by patronage only if authorized; collective patron vote rules § 308B.545 A member is entitled to only one vote, except for cooperatives of cooperatives under 308A.641 (308A.635, subd. 1) One membership per dwelling unit or lot, one vote each; occupant members vote collectively § 308C.545
Default distribution rules Net income to patron members above dividends and reserve additions is distributed on the basis of patronage § 308B.725 Articles presumed to provide dividends on capital stock capped at 8% a year and net income above dividends and reserves distributed on the basis of patronage (308A.131, subd. 1(d)) Not checked here
Investor (nonpatron) interests Allowed if the articles authorize them and subject to the patron-interest minimums in 308B.601 and 308B.721 § 308B.601 Capital stock and nonstock units of equity are referred to; only common stockholders have voting power under the presumed articles (308A.131, subd. 1(d)) Not checked here
Member liability Not liable merely for being a member; liable for unpaid subscriptions, fees or debts the member separately contracted § 308B.505 Not compared here Not compared here
Member quorum Statutory minimum: 10% of members if 500 or fewer, 50 if more than 500; articles or bylaws adopted by members may require more § 308B.525 § 308B.535 Not compared here Not compared here

Sources for the table: P1, P2, P3, R1, R6.

Cooperatives and other entity types#

Feature 308B cooperative LLC (chapter 322C) Business corporation (chapter 302A) Nonprofit corporation (chapter 317A)
Purpose Any lawful purpose § 308B.201 Not compared here Not compared here Any lawful purpose (317A.101) R9
Who manages The board governs § 308B.401 Member-managed by default unless the operating agreement says manager-managed or board-managed (322C.0407) R7 Not compared here The board manages (317A.201) R9
Minimum directors Five; three or more if 50 or fewer members and prescribed in articles or bylaws § 308B.405 Not applicable Not compared here Three or more (317A.203) R9
Owner liability for entity debts Members not liable merely for membership § 308B.505 Debts are the company's and do not become a member's, manager's or governor's solely by acting in that capacity; failure to observe formalities is not a ground for liability (322C.0304) R7 A shareholder has no obligation to the corporation or its creditors with respect to shares except to pay the consideration for which they were issued (302A.425) R8 Not compared here
Members or owners One or more members § 308B.501 Not compared here Not compared here A corporation may have members or no members (317A.401) R9
Quorum default 10% of members if 500 or fewer; 50 if more; members may require more through articles or member-adopted bylaws § 308B.525 § 308B.535 Not compared here Not compared here 10% of voting members unless the articles or bylaws say otherwise (317A.451) R9
Record date for member or shareholder meeting Not more than 60 days before the meeting § 308B.555 Not compared here Up to 60 days before a shareholder meeting (302A.445) R8 Not compared here
Distributions Patronage-based for net income above dividends and reserves § 308B.725 Before dissolution, equal shares among members and dissociated members, subject to exceptions; solvency limits apply (322C.0404, 322C.0405) R7 Permitted only if the corporation will be able to pay its debts in the ordinary course (302A.551) R8 Not compared here
One member, one vote Patron members: yes, with limits § 308B.545 Not compared here Not compared here Not compared here

What the cooperative form is for#

A cooperative is, in the International Cooperative Alliance's words, "an autonomous association of persons united voluntarily to meet their common economic, social and cultural needs and aspirations through a jointly-owned and democratically-controlled enterprise" R10. That is a description of an organizing idea, not a legal test. The statutes above give the legal rules. For example, 308B.005 defines "cooperative" and "patron" for the chapter § 308B.005.

Statute sections referenced

Sources

  • P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
  • P2 Minnesota Statutes, Chapter 308A (Cooperative Law), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
  • P3 Minnesota Statutes, Chapter 308C (Cooperative Housing Act), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
  • R1 Minnesota Cooperative Association (Chapter 308B) Articles of Organization, form Rev. 7/1/2025, Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
  • R10 Cooperative identity, values and principles, International Cooperative Alliance. ica.coop (secondary; accessed October 15, 2026)
  • R2 Minnesota Cooperative Forms (list page), Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
  • R6 Minnesota Housing Cooperative (Chapter 308C) Articles of Organization, form Rev. 8/1/2025, Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
  • R7 Minnesota Statutes chapter 322C (Limited Liability Company Act), sections 322C.0304, 322C.0404, 322C.0405, 322C.0407, Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
  • R8 Minnesota Statutes chapter 302A (Business Corporation Act), sections 302A.425, 302A.445, 302A.551, Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
  • R9 Minnesota Statutes chapter 317A (Nonprofit Corporation Act), sections 317A.101, 317A.201, 317A.203, 317A.401, 317A.451, 317A.735, Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)

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