Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
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CHAPTER 106
DISSOLUTION OF THE CORPORATION
§ 106.01 Introduction
A corporation is a statutorily created entity.1 The term dissolution, as
applied to a corporation, signifies the extinguishment of its statutorily
created corporate franchise and the termination of its legal corporate
existence.2 All states have statutes relating to the dissolution and winding
up of a corporation. In Minnesota, the dissolution of business
corporations is governed by Minnesota Statutes sections 302A.701
through 302A.791.
A corporation may be dissolved in four manners: (1) voluntarily by
the incorporators or shareholders; (2) administratively through the action
of a state official such as the Secretary of State on the corporation’s
failure to keep its records up to date or its tax payments current; (3) in an
adversarial court proceeding known as an involuntary dissolution; or
(4) through a “de facto” dissolution.3 An involuntary dissolution is most
often sought by shareholders of a close corporation who allege
misconduct on the part of the majority such that their interests can be
protected only if the corporation is dissolved and its assets distributed.
§ 106.02 Voluntary Dissolution
A corporation may be voluntarily dissolved by the incorporators,4 the
shareholders,5 or by order of a court.6 A corporation that has not issued
shares may be dissolved if a majority of the incorporators sign articles of
dissolution containing the name of the corporation,7 the date of
incorporation,8 a statement that shares have not been issued,9 a statement
that no debts remain unpaid,10 and a statement that all consideration
received from subscribers in exchange for shares to be issued, less
expenses incurred in organizing the corporation, has been returned to the
subscribers.11 The dissolution becomes effective on filing of the articles
with the Secretary of State.12 The Secretary of State will issue a
certificate of dissolution containing the name of the corporation, the date
and time the articles were filed with the Secretary of State, and a
statement that the corporation is dissolved.13
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
Brett Larson
Joshua Lederman
Karen Lundquist
James Magnuson
Jennifer Mead
Rao Menier
Heidi Miller
Rachael Moxon
Oliver Nelson
Scott Peitzer
Mitchell Skinner
Jonathan Stechmann
Lael Weinberger
Jonathan Wilson
Alex Zumbulyadis