Subdivision 1. Claims barred. Except as provided in this section, a creditor or claimant whose claims are barred under section 302A.727, 302A.7291, or 302A.759 includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, and all those claiming through or under the creditor or claimant.
Subd. 2. Claims reopened. At any time within one year after articles of dissolution have been filed with the secretary of state pursuant to section 302A.727 or 302A.7291, subdivision 1, clause (2), or a decree of dissolution 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:
(a) against the corporation to the extent of undistributed assets; or
(b) if the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability shall be limited to a portion of the claim that is equal to the portion of the distributions to shareholders in liquidation or dissolution received by the shareholder, but in no event may a shareholder's liability exceed the amount which that shareholder actually received in the dissolution.
Subd. 3. Obligations incurred during dissolution proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs shall be paid or provided for by the corporation before the distribution of assets to a shareholder. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the officers and directors of the corporation who are responsible for, but who fail to cause the corporation to pay or make provision for payment of the debts, obligations, and liabilities or against shareholders to the extent permitted under section 302A.559. This subdivision does not apply to dissolution under the supervision or order of a court.
Subd. 4. Statutory homeowner warranty claims preserved. The statutory warranties provided under section 327A.02, and any contribution or indemnity claim arising from the breach of those warranties, are not affected by the dissolution under this chapter of a vendor or home improvement contractor.
Subd. 5. Other claims preserved. In addition to the claims in subdivision 4, all other statutory and common law rights of persons who may bring claims of injury to a person, including death, are not affected by dissolution under this chapter.
1981 c 270 s 117; 1982 c 497 s 67; 1987 c 104 s 45; 1991 c 49 s 27; 2006 c 202 s 3; 2007 c 54 art 5 s 6; 2010 c 343 s 1
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 302A — Business Corporations
Section 302A.011 — Definitions.
Section 302A.015 — Legal Recognition Of Electronic Records And Signatures.
Section 302A.021 — Application And Election.
Section 302A.031 — Transition.
Section 302A.041 — Reservation Of Right.
Section 302A.105 — Incorporators.
Section 302A.115 — Corporate Name.
Section 302A.117 — Reserved Name.
Section 302A.121 — Registered Office; Registered Agent.
Section 302A.131 — Amendment Of Articles.
Section 302A.133 — Procedure For Amendment When No Shares Are Outstanding.
Section 302A.135 — Procedure For Amendment After Issuance Of Shares.
Section 302A.137 — Class Or Series Voting On Amendments.
Section 302A.139 — Articles Of Amendment.
Section 302A.141 — Effect Of Amendment.
Section 302A.151 — Filing Articles.
Section 302A.153 — Effective Date Of Articles.
Section 302A.155 — Presumption; Certificate Of Incorporation.
Section 302A.163 — Corporate Seal.
Section 302A.165 — Effect Of Lack Of Power; Ultra Vires.
Section 302A.171 — Organization.
Section 302A.191 — Forum Selection Provisions.
Section 302A.205 — Qualifications; Election.
Section 302A.209 — Acts Not Void Or Voidable.
Section 302A.211 — Compensation.
Section 302A.213 — Classification Of Directors.
Section 302A.215 — Voting For Directors; Cumulative Voting.
Section 302A.221 — Resignation.
Section 302A.223 — Removal Of Directors.
Section 302A.231 — Board Meetings.
Section 302A.233 — Absent Directors.
Section 302A.237 — Act Of The Board.
Section 302A.239 — Action Without Meeting.
Section 302A.241 — Committees.
Section 302A.251 — Standard Of Conduct.
Section 302A.255 — Director Conflicts Of Interest.
Section 302A.301 — Officers Required.
Section 302A.305 — Duties Of Required Officers.
Section 302A.311 — Other Officers.
Section 302A.315 — Multiple Offices.
Section 302A.321 — Officers Deemed Elected.
Section 302A.331 — Contract Rights.
Section 302A.341 — Resignation; Removal; Vacancies.
Section 302A.351 — Delegation.
Section 302A.361 — Standard Of Conduct.
Section 302A.401 — Authorized Shares.
Section 302A.402 — Share Dividends, Divisions, And Combinations.
Section 302A.403 — Subscriptions For Shares.
Section 302A.405 — Consideration For Shares; Value And Payment; Liability.
Section 302A.409 — Rights To Purchase.
Section 302A.413 — Preemptive Rights.
Section 302A.417 — Share Certificates; Issuance And Contents; Uncertificated Shares.
Section 302A.419 — Lost Share Certificates; Replacement.
Section 302A.423 — Fractional Shares.
Section 302A.425 — Liability Of Subscribers And Shareholders With Respect To Shares.
Section 302A.429 — Restriction On Transfer Or Registration Of Securities.
Section 302A.431 — Regular Meetings Of Shareholders.
Section 302A.433 — Special Meetings Of Shareholders.
Section 302A.436 — Remote Communications For Shareholder Meetings.
Section 302A.437 — Act Of The Shareholders.
Section 302A.439 — Contractual Requirement To Submit Matter To Shareholders.
Section 302A.441 — Action Without A Meeting.
Section 302A.445 — Voting Rights.
Section 302A.447 — Voting Of Shares By Organizations And Legal Representatives.
Section 302A.453 — Voting Trusts.
Section 302A.455 — Shareholder Voting Agreements.
Section 302A.457 — Shareholder Control Agreements.
Section 302A.461 — Books And Records; Inspection.
Section 302A.463 — Financial Statements.
Section 302A.467 — Equitable Remedies.
Section 302A.471 — Rights Of Dissenting Shareholders.
Section 302A.473 — Procedures For Asserting Dissenters' Rights.
Section 302A.501 — Loans; Guarantees; Suretyship.
Section 302A.521 — Indemnification.
Section 302A.551 — Distributions.
Section 302A.553 — Power To Acquire Shares.
Section 302A.557 — Liability Of Shareholders For Illegal Distributions.
Section 302A.559 — Liability Of Directors For Illegal Distributions.
Section 302A.601 — Merger, Exchange, Transfer.
Section 302A.611 — Plan Of Merger Or Exchange.
Section 302A.613 — Plan Approval.
Section 302A.615 — Articles Of Merger Or Exchange; Certificate.
Section 302A.621 — Merger Of Subsidiary.
Section 302A.626 — Merger To Effect A Holding Company Reorganization.
Section 302A.631 — Abandonment.
Section 302A.641 — Effective Date Or Time Of Merger Or Exchange; Effect.
Section 302A.651 — Merger Or Exchange With Foreign Corporation Or Limited Liability Company.
Section 302A.661 — Transfer Of Assets; When Permitted.
Section 302A.671 — Control Share Acquisitions.
Section 302A.673 — Business Combinations.
Section 302A.675 — Takeover Offer; Fair Price.
Section 302A.682 — Conversion.
Section 302A.684 — Action On Plan Of Conversion By Converting Corporation.
Section 302A.686 — Filings Required For Conversion; Effective Date And Time.
Section 302A.691 — Effect Of Conversion.
Section 302A.692 — Restrictions On Approval Of Conversions.
Section 302A.701 — Methods Of Dissolution.
Section 302A.711 — Voluntary Dissolution Before Issuance Of Shares.
Section 302A.721 — Voluntary Dissolution After Issuance Of Shares.
Section 302A.723 — Filing Notice Of Intent To Dissolve; Effect.
Section 302A.725 — Procedure In Dissolution.
Section 302A.7291 — Dissolution Procedure For Corporations That Do Not Give Notice.
Section 302A.731 — Revocation Of Dissolution Proceedings.
Section 302A.734 — Effective Date Of Dissolution; Certificate.
Section 302A.741 — Supervised Voluntary Dissolution.
Section 302A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.
Section 302A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.
Section 302A.755 — Qualifications Of Receivers; Powers.
Section 302A.757 — Action By Attorney General.
Section 302A.759 — Filing Claims In Proceedings To Dissolve.
Section 302A.761 — Discontinuance Of Dissolution Proceedings.
Section 302A.763 — Decree Of Dissolution.
Section 302A.765 — Filing Decree.
Section 302A.781 — Claims Barred; Exceptions.
Section 302A.783 — Right To Sue Or Defend After Dissolution.
Section 302A.791 — Omitted Assets.
Section 302A.821 — Minnesota Corporate Renewal.
Section 302A.901 — Service Of Process On Corporation.
Section 302A.917 — State Interested; Proceedings.
Section 302A.92 — Selection Of Trustees Or Directors By A Corporation Created By Special Act.