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§ 308B.971 Barring Of Claims

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. Claims barred.

A person who is or becomes a creditor or claimant before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding during the pendency of the dissolution proceeding or has not initiated a legal, administrative, or arbitration proceeding before the commencement of the dissolution proceedings and all those claiming through or under the creditor or claimant, are forever barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.

Subdivision 2. Certain unfiled claims allowed.

Within one year after articles of dissolution have been filed with the secretary of state under this chapter or a dissolution order has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:

(1) against the cooperative to the extent of undistributed assets; or

(2) if the undistributed assets are not sufficient to satisfy the claim, the claim may be allowed against a member to the extent of the distributions to members in dissolution received by the member.

Subdivision 3. Omitted claims allowed.

Debts, obligations, and liabilities incurred during dissolution proceedings shall be paid or provided for by the cooperative before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but is not paid may pursue any remedy against the offenders, directors, or members of the cooperative before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.

History: 2003 c 105 art 1 s 85

Notes & interpretation Not part of the law

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

In plain language#

  • Subd. 1 (claims barred). A person who is or becomes a creditor or claimant before, during or after dissolution proceedings, and who does not file a claim or pursue a remedy in a legal, administrative or arbitration proceeding during the dissolution (or hasn't started such a proceeding before it began), together with anyone claiming through them, is "forever barred" from suing on or enforcing the claim, except as provided in the section.
  • Subd. 2 (late claims for good cause). Within one year after articles of dissolution are filed or a dissolution order is entered, a creditor or claimant who shows good cause for not having filed earlier may apply to a Minnesota court to allow a claim (1) against the cooperative to the extent of undistributed assets or (2) if those are not enough, against a member to the extent of the distributions that member received in dissolution.
  • Subd. 3 (debts incurred during dissolution). Those debts must be paid or provided for before any distribution to a member. An unpaid creditor of this kind may pursue any remedy against "the offenders, directors, or members" before the applicable statute of limitations expires. Subd. 3 does not apply to dissolution under court supervision or order.

How it works in practice#

  • Subd. 2(2) is the clawback route: members who receive distributions on dissolution may later face claims up to what they received. This is a reason to pay or provide for known debts before distributing (§ 308B.905).
  • A cooperative dissolved administratively for not filing its annual renewal "is not entitled to the benefits of section 308B.971" (§ 308B.121 subd. 4(b)). Reinstatement is addressed in § 308B.121 subd. 5.
  • The separate two-year claim limit is in § 308B.915.

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)

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