Minnesota Statutes
Minn. Stat. § 301.56 (2026)
[Repealed]
✓ current as of May 2026
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[Repealed, 1981 c 270 s 142]
Notes of Decisions
Cited in 10
cases, 1953–1994 · leading case: Mattson v. Underwriters at Lloyds of London, 414 N.W.2d 717 (Minn. 1987).
Mattson v. Underwriters at Lloyds of London, 414 N.W.2d 717 (Minn. 1987). “The Mattsons contended the trial judge had properly upheld the validity of the assignment by relying on a different statute, Minn.Stat. § 301.56 (1980) (repealed 1981), which says, "The title to any assets omitted from the winding up shall vest in the trustee * * *.”
Mattson v. Underwriters at Lloyds of London, 385 N.W.2d 854 (Minn. Ct. App. 1986). “59 did not affect the assignment because it was an "asset omitted from the winding up," accordingly the claim was vested in the trustee for distribution under Minn. Stat. § 301.56 . A trial was held in January of 1985 after which a jury determined that Lloyds had acted in bad…”
Onan Corp. v. Indus. Steel Corp., 770 F. Supp. 490 (D. Minnesota 1989). “the trustee or trustees shall sign and acknowledge a certificate stating that the corporation has been completely wound up and is dissolved.”
Cooper v. Lakewood Eng'g & Mfg. Co., 874 F. Supp. 947 (D. Minnesota 1994). “See Minn.Stat. § 301.56. Following its dissolution, MMC remained liable to suit on its obligations and liabilities for a three year period commencing on November 8,1976 and terminating on November 8, 1979.”
Henderson v. Nw. Heating Engineers, Inc., 144 N.W.2d 46 (Minn. 1966). “59 for 3 years after its “existence terminates,” and its existence terminates under § 301.56 upon the filing of the certificate of dissolution with the secretary of state, it follows that the legislature intended to extend the corporate existence for 3 years after the filing…”
Kopio's, Inc. v. Bridgeman Creameries, Inc., 79 N.W.2d 921 (Minn. 1956). “10 Inasmuch as the certificate of dissolution herein was not filed until after the alleged service of process, the defendant corporation was in existence, at least for the purpose of being sued, at the time of the alleged service.”
Mississippi Valley Dev. Corp. v. Colonial Enter., Inc., 217 N.W.2d 760 (Minn. 1974). ““The order or certificate of dissolution shall be filed for record with *70 the secretary of state and thereupon the corporate existence shall terminate.”
Bldg. Indus., Inc. v. Wright Prods., Inc., 62 N.W.2d 208 (Minn. 1953). “Section 301.56 provides: “When a corporation has been completely wound up, the court, if the proceeding is subject to the supervision of the court, shall make an order adjudging the corporation to be dissolved; and if *476 the proceeding is out of court, the trustee or trustees…”
Oak Ridge Care Ctr., Inc. v. Minnesota Dep't of Human Servs., 452 N.W.2d 703 (Minn. Ct. App. 1990). “Minn.Stat. § 301.56 (1982). Minn.Stat. § 300.”
Bratnober v. Illinois Farm Supply Co., 169 F. Supp. 85 (D. Minnesota 1958). “On February 2, 1956, the trustee in the voluntary dissolution of Silo filed his Certificate, as provided in Section 301.56, Minnesota Statutes Annotated, with the Secretary of State of Minnesota, after which plaintiffs contend Silo was wholly defunct for any purpose as provided…”
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