Filing calendar for a 308B cooperative

Short answer#

The one fixed state filing is the annual renewal, due by December 31 each calendar year after the year the cooperative was incorporated § 308B.121. Miss it and the Secretary of State must issue a certificate of involuntary dissolution on the statute's terms. Everything else on this page depends on what your cooperative does in a given year.

Recurring#

What	Deadline	What the source says	Source
Annual renewal with the Secretary of State	December 31 of each calendar year after the calendar year of incorporation	The renewal contains the items required by Minn. Stat. 5.34. The SOS form states no fee if the cooperative is active and in good standing	§ 308B.121, subds. 1 and 2, ^P1; ^R3
Regular members' meeting	Annually, at a time determined by the board unless the bylaws provide otherwise	Officers report on the previous fiscal year; directors are elected at this meeting (except district or unit directors)	§ 308B.511, subds. 1, 3 and 4, ^P1
Notice of the regular members' meeting	Published or otherwise given by an approved method agreed to by members at least two weeks before the meeting, or mailed at least 15 days before	Include the required summary or reproduction of board-adopted bylaw amendments	§ 308B.511, subd. 5, ^P1
Distribution of board-adopted bylaw amendments to members	No later than ten days after adoption	Also summarized or reproduced in the annual meeting notice	§ 308B.241, subd. 4, ^P1
Patronage distribution	At least annually	The board determines the distribution and reports it at the annual meeting. Authorized forms include cash and the credits, certificates or securities listed in subdivision 5; the requirement is not merely an annual decision whether to distribute	§ 308B.725, subds. 4-5, ^P1
Financial statements for members	No date stated in the section	An audit committee is required. The bylaw exception requires unaudited statements to identify themselves and explain the difference from audited statements under generally accepted accounting procedures; independent review is separately required	§ 308B.445, ^P1
Record keeping	Continuous	Permanent meeting and written-action records are required; the principal-office list includes three years of member minutes, consents and communications and last fiscal year's financial statements. Three years is not permission to destroy permanent minutes	§ 308B.245, ^P1

Event-driven#

Event	Timing rule	Source
Notice of a board meeting	At least ten days, or at least three days for organizational meetings, unless the articles or bylaws provide a different period	§ 308B.425, subd. 3, ^P1
Record date for a members' meeting	Up to 60 days before the meeting, or a shorter period in the articles or bylaws	§ 308B.555, subd. 1, ^P1
Special members' meeting on member petition	Notice issued within ten days after the petition is presented; meeting held within 30 days after	§ 308B.515, subd. 2, ^P1
Annual renewal changes	The principal place of business and the CEO may be updated once a year through the renewal; a change to the name or registered agent or office needs an amendment form (the renewal form lists a $35 fee for that route)	^R3
Change of registered office or agent	The statement must recite approval by a majority of the governing-body members present. The narrow no-fee rule in § 5.36, subd. 1 applies only when changing a noncompliant registered-office address to an actual office location; it does not waive ordinary address-change fees	^{B1, subds. 1, 3}; ^R5
Amendment to the articles	After the board and member steps in § 308B.221, file the amendment (the SOS form lists its fee and signers)	§ 308B.221, ^P1; ^R4
Creditor claims against a dissolving cooperative	Barred if not enforced by legal, administrative or arbitration proceedings within two years after the notice of intent to dissolve is filed	§ 308B.915, ^P1
Attorney General action	An action under 308B.945 cannot start until 30 days after notice to the cooperative, plus 30 more days to cure if the problem can be corrected	§ 308B.945, subds. 1 and 2, ^P1
Agricultural-land reporting, if § 500.24, subd. 4 applies	The displayed 2025 statute requires the annual report prior to April 15, a $15 report fee and a $500 penalty for failure to file by April 15 (subject to the specified waiver/reduction process). Not every cooperative is subject to this report. MDA instructions distinguish initial applications from mail/online annual renewals	^{B3, subd. 4}; ^R12
Materially adverse amendment affecting a nonpatron interest	Subject to articles/bylaws, dissent before the vote if member approval is required and do not vote in favor; otherwise dissent within 30 days after the amendment and notice. Cooperative may rescind within 60 days, otherwise purchase within 180 days under the section	§ 308B.601, subd. 7, ^P1

If the renewal deadline is missed#

Step	What the source says	Source
Dissolution	If the cooperative has not filed by December 31 of that calendar year, the Secretary of State must issue a certificate of involuntary dissolution, filed in the SOS office	§ 308B.121, subd. 4, ^P1
Loss of benefit	A cooperative dissolved this way is not entitled to the benefits of 308B.971	§ 308B.121, subd. 4, ^P1
Reinstatement	Retroactive reinstatement by filing a single annual registration; § 308B.121 sets a $25 base fee. Reinstatement returns the cooperative to active status as of dissolution, validates acts within the articles, and restores assets and rights except those affected by post-dissolution acts or distributions	§ 308B.121, subd. 5, ^P1
Current reinstatement charge (checked 2026-10-16)	Current year's renewal plus $65 by mail ($25 base + $40 late penalty), or $85 online or in person (plus $20 expedited service). Section 5.60 authorizes a late penalty up to $40 in addition to other fees; § 5.14 authorizes the $20 expedited-service surcharge	[@F4; @F2, subd. 1; @F1]

Not covered here#

This calendar lists only what we verified. It does not cover federal tax returns and deadlines, Minnesota tax filings, payroll filings, or annual securities notices. For tax see Understand cooperative tax basics; for securities see Understand securities rules before raising money.

Statute sections referenced

§ 308B.121 ANNUAL RENEWAL.
§ 308B.221 AMENDMENT OF ARTICLES.
§ 308B.241 BYLAWS.
§ 308B.245 COOPERATIVE RECORDS.
§ 308B.425 BOARD OF DIRECTORS' MEETINGS.
§ 308B.445 AUDIT COMMITTEE.
§ 308B.511 REGULAR MEMBERS' MEETINGS.
§ 308B.515 SPECIAL MEMBERS' MEETINGS.
§ 308B.555 VOTING RIGHTS.
§ 308B.601 MEMBERSHIP INTERESTS.
§ 308B.725 ALLOCATIONS AND DISTRIBUTIONS TO PATRON MEMBERS.
§ 308B.915 STATUTE OF LIMITATIONS.
§ 308B.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.
§ 308B.971 BARRING OF CLAIMS.

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)
B3 Minnesota Statutes § 500.24 — Corporate farming, Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 16, 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)
R12 Corporate Farm Application Instructions, Minnesota Department of Agriculture. mda.state.mn.us (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)
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)
F1 Minnesota Statutes § 5.14 — Expedited service, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
F2 Minnesota Statutes § 5.60 — Late filing penalty, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
F4 Current cooperative filing fees and annual renewal form, Minnesota Secretary of State. sos.mn.gov · sos.mn.gov (primary; accessed October 16, 2026)