302A.711 VOLUNTARY DISSOLUTION BEFORE ISSUANCE OF SHARES.

§

Subdivision 1.Manner.

A corporation that has not issued shares may be dissolved by the incorporators or directors in the manner set forth in this section. §

Subd. 2.Articles of dissolution.

(a) A majority of the incorporators or directors shall sign articles of dissolution containing:

(1) the name of the corporation;

(2) the date of incorporation;

(3) a statement that shares have not been issued;

(4) a statement that all consideration received from subscribers for shares to be issued, less expenses incurred in the organization of the corporation, has been returned to the subscribers; and

(5) a statement that no debts remain unpaid.

(b) The articles of dissolution shall be filed with the secretary of state. §

Subd. 3.Effective date.

When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. §

Subd. 4.Certificate.

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

(a) the name of the corporation;

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

(c) a statement that the corporation is dissolved.

History:

1981 c 270 s 99; 1993 c 17 s 55,56; 2011 c 106 s 5

History: History: 1981 c 270 s 99; 1993 c 17 s 55,56; 2011 c 106 s 5