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§ 308B.945 Dissolution Action By Attorney General; Administrative 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 begin action.

A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that:

(1) the articles and certificate of organization were procured through fraud;

(2) the cooperative was organized for a purpose not permitted by this chapter or prohibited by state law;

(3) the cooperative has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or

(4) the cooperative has acted, or failed to act, in a manner that constitutes surrender or abandonment of the cooperative's franchise, privileges, or enterprise.

Subdivision 2. Notice to cooperative.

An action may not be commenced under subdivision 1 until 30 days after notice to the cooperative by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the cooperative has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles or bylaws or by performance of or abstention from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action.

History: 2003 c 105 art 1 s 80

Notes & interpretation Not part of the law

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

In plain language#

Grounds (subd. 1). A cooperative may be dissolved involuntarily by court decree in an action filed by the attorney general if it is established that:

  1. the articles and certificate of organization were procured through fraud;
  2. the cooperative was organized for a purpose not permitted by chapter 308B or prohibited by state law;
  3. it has flagrantly violated a provision of the chapter, violated a provision more than once, or violated more than one provision; or
  4. it has acted or failed to act in a way that constitutes surrender or abandonment of its franchise, privileges or enterprise.

Notice and cure (subd. 2). An action may not start until 30 days after the attorney general gives notice to the cooperative of the reason. If the reason is an act or omission that can be corrected by amending the articles or bylaws or by performing or abstaining from the act, the attorney general must give the cooperative 30 additional days to correct it before filing.

How it works in practice#

  • The headnote refers to "administrative dissolution," but the text of this section addresses only the attorney general's court action. Administrative dissolution for failing to file the annual renewal is in § 308B.121 subd. 4.
  • Staying current with the Secretary of State and the chapter's requirements is the practical protection; see Keep your cooperative in good standing each year.
  • A related ground appears in § 308B.931 subd. 1(3)(iii).

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

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