§ 308B.225 Amendment Of Organizational Documents To Be Governed By This Chapter

Statute text

Extracted from the Revisor of Statutes; first captured here October 15, 2026. Formatting and whitespace are normalized. Extraction can contain errors; the linked official text controls.

Subdivision 1. Authority.

(a) A cooperative organized under chapter 308A may convert and become subject to this chapter by amending its organizational documents to conform to the requirements of this chapter.

(b) A cooperative organized under chapter 308A that becomes subject to this chapter must provide its members with a disclosure statement of the rights and obligations of the members and the capital structure of the cooperative before becoming subject to this chapter. A cooperative organized under chapter 308A, upon distribution of the disclosure required in this subdivision and approval of its members as necessary for amending its articles under chapter 308A, may amend its articles to comply with this chapter.

(c) A cooperative organized under chapter 308A that is converting to be subject to this chapter must prepare a certificate stating:

(1) the date on which the entity was first organized;

(2) the name of the chapter 308A cooperative and, if the name is changed, the name of the cooperative to be governed under this chapter; and

(3) the future effective date and time, which must be a date and time certain, that it will be governed by this chapter, if the effective date and time is not to be the date and time of filing.

(d) Upon filing with the secretary of state of the articles for compliance with this chapter and the certificate required under paragraph (c), a cooperative organized under chapter 308A is converted and governed by this chapter unless a later date and time is specified in the certificate under paragraph (c).

(e) In connection with a conversion under which a cooperative becomes governed by this chapter, the rights, securities, or interests in the chapter 308A cooperative may be exchanged or converted into rights, property, securities, or interests in the cooperative as governed by this chapter.

Subdivision 2. Effect of being governed by this chapter.

The conversion of a cooperative organized under chapter 308A to a cooperative governed by this chapter does not affect any obligations or liabilities of the cooperative before the conversion or the personal liability of any person incurred before the conversion. When the conversion is effective, the rights, privileges, and powers of the cooperative, real and personal property of the cooperative, debts due to the cooperative, and causes of action belonging to the cooperative, remain vested in the cooperative and are the property of the cooperative as converted and governed by this chapter. Title to real property vested by deed or otherwise in the cooperative organized under chapter 308A does not revert and is not impaired by reason of the cooperative being converted and governed by this chapter. Rights of creditors and liens upon property of the cooperative under chapter 308A are preserved unimpaired, and debts, liabilities, and duties of the cooperative under chapter 308A remain attached to the cooperative as converted and governed by this chapter and may be enforced against the cooperative to the same extent as if the debts, liabilities, and duties had originally been incurred or contracted by the cooperative as organized under this chapter. The rights, privileges, powers, and interests in property of the cooperative under chapter 308A, as well as the debts, liabilities, and duties of the cooperative are not deemed, as a consequence of the conversion, to have been transferred for any purpose of the laws of this state.

History: 2003 c 105 art 1 s 14

Notes & interpretation Not part of the law

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

In plain language#

An older cooperative organized under chapter 308A may "convert and become subject to" chapter 308B by amending its organizational documents to meet the 308B requirements. ^{P1, § 308B.225, subd. 1(a)} The statute says that this does not wipe the slate: obligations, liabilities, property and rights carry over unchanged. ^{P1, § 308B.225, subd. 2}

This section is about 308A to 308B only. It does not cover cooperatives organized in other states, or entities such as LLCs or corporations that want to become cooperatives.

Subdivision by subdivision#

Subd. 1 – Authority and steps.

(b) Disclosure and approval. Before becoming subject to 308B, the 308A cooperative must give its members a disclosure statement of the rights and obligations of the members and the capital structure of the cooperative. After distributing the disclosure and obtaining the member approval needed "for amending its articles under chapter 308A," it may amend its articles to comply with 308B. Chapter 308A's own amendment procedure is in § 308A.135: a board resolution stating the text, then approval at a members' meeting by a majority of the votes cast (or whatever greater vote or conditions the articles or bylaws require) if a quorum is registered. ^{P2, § 308A.135, subd. 1}
(c) Certificate. The cooperative must prepare a certificate stating (1) the date the entity was first organized; (2) the name of the 308A cooperative and, if changed, its new name; and (3) if the conversion is not to take effect on filing, a future effective date and time, which "must be a date and time certain."
(d) Effect of filing. Upon filing with the secretary of state both (i) the articles for compliance with 308B and (ii) the certificate, the cooperative "is converted and governed by this chapter," unless a later date and time is specified in the certificate.
(e) Exchange of interests. Rights, securities or interests in the 308A cooperative may be exchanged or converted into rights, property, securities or interests in the cooperative as governed by 308B.

Subd. 2 – Effect. Conversion does not affect (i) any obligation or liability of the cooperative before conversion, or (ii) any person's personal liability incurred before conversion. Rights, privileges, powers, property, debts due and causes of action remain vested in the cooperative. Title to real property does not revert and is not impaired. Creditors' rights and liens are preserved unimpaired, and debts and duties remain enforceable "to the same extent as if" originally incurred under 308B. None of this is "deemed … to have been transferred" for purposes of Minnesota law.

How it works in practice#

Because the 308B articles must contain at least the items in § 308B.215, subd. 1, a converting cooperative typically has to restate its articles. Its new bylaws must meet § 308B.241.
The disclosure statement is the member-protection step. The statute prescribes its subject matter (rights and obligations of members, and capital structure) but not a form or length.
The statute does not address securities-law, tax or lender-consent consequences of converting. Federal tax and securities questions are outside this chapter; see Understand cooperative tax basics and Understand securities rules before raising money.

Contents of 308B articles: § 308B.215
Merger, conversion and dissolution guide: Merge, convert or dissolve a cooperative
Comparison of entity types: Comparing cooperative and other Minnesota entity types

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)

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