§ 308B.121 Annual Renewal

In plain language#

A 308B cooperative must renew every year with the Minnesota Secretary of State. Miss the deadline and the secretary of state must dissolve the cooperative. A dissolved cooperative can be reinstated retroactively. ^{P1, § 308B.121}

Subdivision by subdivision#

Subd. 1 – Who files, and when it starts. Each cooperative must file an annual renewal in "each calendar year after the calendar year in which the cooperative incorporated." So a cooperative formed in 2026 first renews in 2027. The secretary of state may (not must) send an annual notice that announces the renewal, says it can be filed online or on paper, and warns that failing to file will result in administrative dissolution. The text makes the notice optional; it does not excuse a missed filing.

Subd. 2 – What and by when. The renewal must be filed "by December 31 of that calendar year" and must contain the items required by Minn. Stat. § 5.34. That section is not part of chapter 308B and is not reproduced on this site, so this annotation does not list what the renewal must contain.

Subd. 3. Repealed in 2009.

Subd. 4 – Penalty. A cooperative that has not filed "must be dissolved by the secretary of state." If the renewal is not filed by December 31, the secretary of state must issue a certificate of involuntary dissolution and file it. A cooperative dissolved this way is "not entitled to the benefits of section 308B.971," the claims-barring section for dissolved cooperatives.

Subd. 5 – Reinstatement. As of October 2026, this subdivision says a cooperative can "retroactively reinstate its existence" by filing a single annual registration and paying a $25 base fee. That is the amount stated in this section, not the total currently charged; see the additional statutory charges and agency amounts below. ^{P1, § 308B.121, subd. 5} Filing the annual registration:

1. returns the cooperative to active status as of the date of the dissolution;
2. validates contracts and other acts within the authority of the articles, and the cooperative is liable for them; and
3. restores to the cooperative (and its members) the assets and rights held before the dissolution, except to the extent they were affected by acts after the dissolution or sold or distributed after that time.

How it works in practice#

• The renewal obligation begins in the calendar year after incorporation. Put "renewal by December 31" on the board's annual calendar; see Filing calendar for a 308B cooperative and Keep your cooperative in good standing each year.
• Because the notice in subd. 1 is optional, a cooperative should not wait for a reminder.
• "Single annual registration" in subd. 5 reads most naturally as one filing, not one for every missed year. That is our reading of the words; the statute does not elaborate.
• As of October 2026, section 5.60 permits a late penalty of up to $40 in addition to other fees, and section 5.14 permits a $20 expedited-service surcharge. The Secretary of State's cooperative renewal instructions state $65 by mail or $85 for expedited online/in-person reinstatement. Those totals reconcile with the chapter's $25 base fee, the $40 late penalty, and, for expedited service, the $20 surcharge. Do not add the default fee in § 308B.111 to those published totals. ^{F2, subd. 1 F1 F4}

Related#

• Administrative dissolution and attorney general actions: § 308B.945
• Claims barred after dissolution: § 308B.971
• Default filing fee: § 308B.111
• Annual compliance guide: Keep your cooperative in good standing each year