Document checklist for forming and running a 308B cooperative
A checklist of the documents and records a Chapter 308B cooperative must or may have, with the statute section or official form behind each item and a note on whether it is required, conditional or practice.
The "Status" column separates three things: Required means the statute text (or the form) says the cooperative must have or file it; Conditional means required only if you take a stated step; Practice means we or other practitioners suggest it, but the sources we opened do not require it.
Filed with the Secretary of State#
| Document | Status | What the source says | Source |
|---|---|---|---|
| Articles of Organization | Required | Must state name, purpose, organizer names and addresses, duration if not perpetual, registered agent if any, and registered office; signed by the organizers. The SOS form is Rev. 7/1/2025 | § 308B.215, P1; R1 |
| Annual renewal | Required each calendar year after the year of incorporation | Due by December 31; contains the items required by Minn. Stat. 5.34 | § 308B.121, P1; R3 |
| Amendment to the articles | Conditional | Needed to change anything in the articles. Form Rev. 8/1/2025 requires the full text of the amended article or articles | § 308B.221, P1; R4 |
| Change of registered office or agent | Conditional | Form Rev. 5/31/2024; statutory statement recites authorization by a majority of the governing-body members present | R5; B1, subd. 3 |
Kept by the cooperative#
| Document or record | Status | What the source says | Source |
|---|---|---|---|
| Bylaws | Required | A cooperative must have bylaws, adopted before any distributions to members; and before accepting contributions to a class whose rights are set in the bylaws | § 308B.241, subd. 3, P1 |
| Minutes, written actions and meeting-notice waivers | Required | Permanent minutes of all member and board meetings, records of written unanimous consents in lieu of meetings, and waivers of member and board meeting notices. Sections 308B.441 and 308B.541 separately govern other authorized written actions | § 308B.245, paragraph (a); § 308B.441; § 308B.541, P1 |
| Member name and address list | Required | Kept at the principal office with the other records the section lists | § 308B.245, P1 |
| Three years of member meeting minutes, consents and member communications | Required | Kept at the principal office | § 308B.245, P1 |
| List of current directors and officers with business addresses | Required | Kept at the principal office | § 308B.245, P1 |
| Most recent annual renewal filed with the SOS | Required | Kept at the principal office | § 308B.245, P1 |
| Financial statements for the last fiscal year | Required | Kept at the principal office | § 308B.245, P1 |
| Appropriate accounting records | Required | The cooperative must maintain them; this is separate from retaining the last fiscal year's financial statements | § 308B.245, paragraph (b), P1 |
| Organizational meeting minutes or written action | Required in substance | After filing, the organizers or directors hold an organizational meeting, or act in writing; the section lists the business | § 308B.205, P1 |
| Board resolution accepting each contribution, with description and value | Required for a contribution to count | The board must accept the contribution, describe it, state its value, and record both | § 308B.701, P1 |
| Contribution agreement | Conditional | Written, and irrevocable for six months unless otherwise provided, if you use one | § 308B.711, P1 |
| Member control agreement | Conditional | Written and signed by all members, including nonvoting members, and all persons who are parties to contribution agreements. Cannot vary § 308B.545 patron voting control or §§ 308B.721 and 308B.725 patron allocation/distribution rules | § 308B.627, P1 |
| Certificates for membership interests | Conditional | Only if the cooperative issues certificated interests | § 308B.615, P1 |
| Written board action | Conditional | All directors sign unless articles/bylaws authorize the number needed if all were present, and the action does not require member approval. Fewer-signature action requires immediate notice of text and effective date to all directors | § 308B.441, P1 |
| Written member action | Conditional | All members sign unless the authorized documents permit fewer holding the voting power needed if all were present. Fewer-signature action requires immediate notice of text and effective date to all members | § 308B.541, P1 |
| Certificate of mailing of meeting notice | Conditional | State the date mailed or delivered and that the notice was legally mailed or delivered; file it as a permanent part of the meeting records. The section does not specify a particular signer | § 308B.521, P1 |
Other agencies#
| Item | Status | What the source says | Source |
|---|---|---|---|
| Federal EIN | Conditional federal registration | The IRS says to form a legal entity with the state before applying, offers a free EIN application, and sets responsible-party, authorization and online-eligibility conditions. Do not infer that every cooperative has identical federal tax obligations | G3 |
| Minnesota Tax ID | Conditional | Needed if the business, for example, makes taxable sales, withholds Minnesota income tax from employee wages, or has use tax to report. Not needed just to open a bank account | R13 |
| Corporate Farm Program application or renewal (Department of Agriculture) | Conditional, check with MDA | The MDA instructions describe the application and annual renewal; whether a particular cooperative must file depends on its land and structure, which we did not verify | R12 |
| Securities exemption notice (Commerce) | Conditional | For the chapter 308B exemption, distinguish patronage dividends from other securities and apply § 80A.46(25)'s disclosure and filing conditions. A Minnesota exemption does not itself exempt a federal offering or antifraud obligations. See the securities guide rather than treating the separate § 80A.45(7) notice as the cooperative exemption | G8; Understand securities rules before raising money |
| Banking resolution | Practice, with a statutory hook | The organizational meeting business includes banking resolutions | § 308B.205, P1 |
Related#
Statute sections referenced
- § 308B.121 ANNUAL RENEWAL.
- § 308B.205 ORGANIZERS.
- § 308B.215 ARTICLES OF ORGANIZATION.
- § 308B.221 AMENDMENT OF ARTICLES.
- § 308B.241 BYLAWS.
- § 308B.245 COOPERATIVE RECORDS.
- § 308B.441 ACTION WITHOUT A MEETING.
- § 308B.521 CERTIFICATION OF MEETING NOTICE.
- § 308B.541 ACTION WITHOUT A MEETING.
- § 308B.545 MEMBER VOTING RIGHTS.
- § 308B.611 NATURE OF A MEMBERSHIP INTEREST AND STATEMENT OF INTEREST OWNED.
- § 308B.615 CERTIFICATED MEMBERSHIP INTERESTS.
- § 308B.627 MEMBER CONTROL AGREEMENTS.
- § 308B.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS.
- § 308B.711 CONTRIBUTION AGREEMENTS.
- § 308B.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS.
- § 308B.725 ALLOCATIONS AND DISTRIBUTIONS TO PATRON MEMBERS.
Related
Sources
- B1 Minnesota Statutes § 5.36 — Registered office and registered agent, Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 16, 2026)
- G3 Get an employer identification number, Internal Revenue Service. irs.gov (primary; accessed October 15, 2026)
- G8 Minnesota Statutes, section 80A.46 (Section 202; exempt transactions), clause (25) (cooperatives), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
- P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), 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)
- R12 Corporate Farm Application Instructions, Minnesota Department of Agriculture. mda.state.mn.us (primary; accessed October 15, 2026)
- R13 Minnesota Tax ID Requirements, Minnesota Department of Revenue. revenue.state.mn.us (primary; accessed October 15, 2026)
- R2 Minnesota Cooperative Forms (list page), Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
- R3 Minnesota Cooperative Annual Renewal form, Rev. 7/1/2025, Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
- R4 Minnesota Cooperative & Housing Cooperatives Amendment to Articles, form Rev. 8/1/2025, Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
- R5 Notice of Change of Registered Office/Registered Agent, form Rev. 5/31/2024, Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
- R15 Securities Issuer: Exemptions, Minnesota Department of Commerce. mn.gov (primary; accessed October 15, 2026)
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