Minn. Stat. § 308B.921: Articles Of Dissolution

§ 308B.921 Articles Of Dissolution

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. Conditions to file.

Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has been distributed by the board. The articles of dissolution shall state:

(1) that all debts, obligations, and liabilities of the cooperative have been paid or discharged or adequate provisions have been made for them or time periods allowing claims have run and other claims are not outstanding;

(2) that the remaining property, assets, and claims of the cooperative have been distributed among the members or under a liquidation authorized by the members; and

(3) that legal, administrative, or arbitration proceedings by or against the cooperative are not pending or adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against the cooperative in a pending proceeding.

Subdivision 2. Dissolution effective on filing.

The cooperative is dissolved when the articles of dissolution have been filed with the secretary of state.

Subdivision 3. Certificate.

The secretary of state shall issue to the dissolved cooperative or its legal representative a certificate of dissolution that contains:

(1) the name of the dissolved cooperative;

(2) the date the articles of dissolution were filed with the secretary of state; and

(3) a statement that the cooperative is dissolved.

History: 2003 c 105 art 1 s 75

Notes & interpretation Not part of the law

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

In plain language#

Articles of dissolution are the last step of a voluntary dissolution. They are filed with the Secretary of State after payment of known creditors' and claimants' claims has been made or provided for and the board has distributed the remaining property (subd. 1). They must state:

that all debts, obligations and liabilities have been paid or discharged, or adequately provided for, or the time periods for claims have run and other claims are not outstanding;
that remaining property, assets and claims have been distributed among the members or under a liquidation authorized by the members; and
that no legal, administrative or arbitration proceedings by or against the cooperative are pending, or adequate provision has been made for satisfying any judgment that may be entered in a pending one.

The cooperative is dissolved when the articles are filed (subd. 2). The Secretary of State then issues a certificate of dissolution to the dissolved cooperative or its legal representative, containing its name, the filing date and a statement that it is dissolved (subd. 3).

How it works in practice#

Sequence: members approve, file the notice of intent (§ 308B.903), wind up (§ 308B.905), then file these articles. Until the articles are filed, dissolution can still be revoked (§ 308B.911).
The three statements are factual representations. The board should have the records to back them. After dissolution, former officers, directors and members may still sue or defend in the cooperative's name (§ 308B.975), and late claims are limited by § 308B.971.
Fees for filing are not stated in the statute; see Fees and forms for 308B cooperatives.

Notice of intent: § 308B.903
Winding up: § 308B.905
Barring of claims: § 308B.971
Right to sue or defend after dissolution: § 308B.975

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)

dissolution records