Minnesota Statutes
Chapter 317A — Nonprofit Corporations
Section 317A.821 — Initial Corporate Registration With Secretary Of State.

Subdivision 1. Notice from secretary of state; registration required. (a) Before February 1, 1990, the secretary of state shall mail a corporate registration form by first-class mail to each corporation at its last registered office address listed in the records of the secretary of state. The form must include the exact legal corporate name and registered office address currently on file with the secretary of state.
(b) A corporation that is subject to chapter 317 shall file an initial corporate registration with the secretary of state between January 1, 1990, and December 31, 1990. The registration must include the exact legal corporate name and registered office address of the corporation and must be signed by an authorized person. If the current registered office address listed in the records of the secretary of state is not in compliance with section 317A.011, subdivision 2, or if the corporation has changed its registered office address to an address other than that listed with the secretary of state, the corporation shall list a new registered office address that complies with section 317A.011, subdivision 2, on the registration form. A fee of $35 must be paid for filing the registered office address change, provided that a fee may not be charged if the registered office address is being changed only because of failure to comply with section 317A.011, subdivision 2. The new registered office address must have been approved by the board.
Subd. 2. Loss of good standing. A corporation that does not file the initial corporate registration required under subdivision 1 with the secretary of state on or before December 31, 1990, loses its good standing. To regain its good standing, the corporation must file the initial corporate registration. If, as a part of the initial corporate registration process the corporation needs to bring its registered office address into compliance with section 317A.011, subdivision 2, the fees stated in subdivision 1, paragraph (b), apply.
Subd. 3. Dissolution; extension. If a corporation fails to regain its good standing under subdivision 2 on or before December 31, 1997, the corporation is dissolved under section 317A.827. After December 31, 1997, the corporate existence of a corporation dissolved under this subdivision may be extended by filing the initial corporate registration with the secretary of state and payment of a $25 fee. The extension relates back to December 31, 1997.
Subd. 4. [Repealed, 1989 c 304 s 139]
1989 c 304 s 120; 1989 c 335 art 1 s 205; 1990 c 488 s 39,40; 1991 c 205 s 14; 1992 c 503 s 14,15; 1997 c 137 s 10

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 317A — Nonprofit Corporations

Section 317A.001 — Citation.

Section 317A.011 — Definitions.

Section 317A.015 — Legal Recognition Of Electronic Records And Signatures.

Section 317A.021 — Application And Election.

Section 317A.022 — Election By Certain Chapter 318 Associations.

Section 317A.031 — Transition; Continuation Of Legal Acts.

Section 317A.041 — Reservation Of Right.

Section 317A.051 — Scope Of Chapter.

Section 317A.061 — Foreign Nonprofit Corporations; Sections Applicable.

Section 317A.101 — Purposes.

Section 317A.105 — Incorporators.

Section 317A.111 — Articles.

Section 317A.113 — Private Foundations; Provisions Considered Contained In Articles.

Section 317A.115 — Corporate Name.

Section 317A.117 — Reserved Name.

Section 317A.121 — Registered Office; Registered Agent.

Section 317A.123 — Change Of Registered Office Or Registered Agent; Change Of Name Of Registered Agent.

Section 317A.131 — Amendment Of Articles.

Section 317A.133 — Procedure For Amendment Of Articles.

Section 317A.139 — Articles Of Amendment.

Section 317A.141 — Effect Of Amendment.

Section 317A.151 — Filing; Effective Date Of Articles.

Section 317A.155 — Presumption; Certificate Of Incorporation.

Section 317A.161 — Powers.

Section 317A.163 — Corporate Seal.

Section 317A.165 — Effect Of Lack Of Power; Ultra Vires.

Section 317A.171 — Organization.

Section 317A.181 — Bylaws.

Section 317A.201 — Board.

Section 317A.203 — Number.

Section 317A.205 — Qualifications; Election.

Section 317A.207 — Terms.

Section 317A.209 — Expiration Of Term; Acts Not Void Or Voidable.

Section 317A.211 — Compensation.

Section 317A.213 — Classification Of Directors.

Section 317A.215 — Cumulative Voting For Directors.

Section 317A.221 — Resignation.

Section 317A.223 — Removal Of Directors.

Section 317A.225 — Removal Of Appointed Directors.

Section 317A.227 — Vacancies.

Section 317A.231 — Board Meetings.

Section 317A.235 — Quorum.

Section 317A.237 — Act Of The Board.

Section 317A.239 — Action Without Meeting.

Section 317A.241 — Committees.

Section 317A.251 — Standard Of Conduct.

Section 317A.255 — Director Conflicts Of Interest.

Section 317A.257 — Unpaid Directors; Liability For Damages.

Section 317A.301 — Officers Required.

Section 317A.305 — Duties Of Required Officers.

Section 317A.311 — Other Officers.

Section 317A.315 — Multiple Offices.

Section 317A.321 — Officers Considered Elected.

Section 317A.331 — Contract Rights.

Section 317A.341 — Resignation; Removal; Vacancies.

Section 317A.351 — Delegation.

Section 317A.361 — Standard Of Conduct.

Section 317A.401 — Members.

Section 317A.403 — Membership Certificates.

Section 317A.405 — Transfer Of Membership.

Section 317A.407 — Liability Of Members.

Section 317A.409 — Resignation.

Section 317A.411 — Termination.

Section 317A.413 — Purchase Of Memberships.

Section 317A.415 — Delegates.

Section 317A.431 — Annual Meetings Of Members With Voting Rights.

Section 317A.433 — Special Meetings Of Members With Voting Rights.

Section 317A.434 — Court-ordered Meeting Of Members With Voting Rights.

Section 317A.435 — Notice Requirements.

Section 317A.437 — Record Date; Determining Members Entitled To Notice And Vote.

Section 317A.439 — Members' List For Meeting.

Section 317A.441 — Right To Vote.

Section 317A.443 — Act Of The Members.

Section 317A.445 — Unanimous Action Without A Meeting.

Section 317A.447 — Action By Ballot.

Section 317A.450 — Remote Communications For Member Meetings.

Section 317A.451 — Quorum.

Section 317A.453 — Proxies.

Section 317A.455 — Corporation's Acceptance Of Member Act.

Section 317A.457 — Voting Agreements.

Section 317A.461 — Books And Records; Financial Statement.

Section 317A.467 — Equitable Remedies.

Section 317A.501 — Loans; Guarantees; Suretyship.

Section 317A.505 — Advances.

Section 317A.521 — Indemnification.

Section 317A.601 — Merger, Consolidation, Or Transfer.

Section 317A.611 — Plan Of Merger Or Consolidation.

Section 317A.613 — Plan Approval.

Section 317A.615 — Articles Of Merger Or Consolidation; Certificate.

Section 317A.621 — Merger Of Wholly Owned Subsidiaries.

Section 317A.631 — Abandonment.

Section 317A.641 — Effective Date Of Merger Or Consolidation; Effect.

Section 317A.643 — Continuance Of Corporate Authority.

Section 317A.651 — Merger Or Consolidation With Foreign Corporation.

Section 317A.661 — Transfer Of Assets; Required Approval.

Section 317A.671 — Certain Assets Not To Be Diverted.

Section 317A.681 — Conversion.

Section 317A.683 — Action On Plan Of Conversion By Converting Corporation.

Section 317A.685 — Filings Required For Conversion; Effective Date And Time.

Section 317A.687 — Abandonment.

Section 317A.689 — Effect Of Conversion.

Section 317A.701 — Methods Of Dissolution.

Section 317A.711 — Voluntary Dissolution By Incorporators.

Section 317A.721 — Voluntary Dissolution By Board And Members With Voting Rights.

Section 317A.723 — Filing Notice Of Intent To Dissolve; Effect.

Section 317A.725 — Procedure In Dissolution.

Section 317A.727 — Notice To Creditors And Claimants.

Section 317A.729 — Claims In Dissolution.

Section 317A.730 — Statute Of Limitations.

Section 317A.731 — Revocation Of Dissolution Proceedings.

Section 317A.733 — Articles Of Dissolution; Certificate Of Dissolution; Effect.

Section 317A.735 — Distribution Of Assets.

Section 317A.741 — Supervised Voluntary Dissolution.

Section 317A.751 — Judicial Intervention; Equitable Remedies Or Dissolution.

Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.

Section 317A.755 — Qualifications Of Receivers; Powers.

Section 317A.759 — Filing Claims In Proceedings To Dissolve.

Section 317A.763 — Decree Of Dissolution.

Section 317A.765 — Filing Decree.

Section 317A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Persons.

Section 317A.781 — Claims Barred; Exceptions.

Section 317A.783 — Right To Sue Or Defend After Dissolution.

Section 317A.791 — Omitted Assets.

Section 317A.811 — Notice To Attorney General; Waiting Period.

Section 317A.813 — Remedial Powers Of Attorney General.

Section 317A.821 — Initial Corporate Registration With Secretary Of State.

Section 317A.823 — Annual Corporate Renewal.

Section 317A.825 — Acceptance Of Registration By Secretary Of State.

Section 317A.827 — Continuation For Certain Purposes; Reinstatement.

Section 317A.901 — Service Of Process On Corporation.

Section 317A.903 — State Interested; Proceedings.

Section 317A.905 — Chambers Of Commerce, Boards Of Trade, Exchanges.

Section 317A.907 — Corporations To Secure Or Maintain Homes For Dependent Children.

Section 317A.909 — Corporations For Religious Purposes.