Minnesota Statutes

Minn. Stat. § 302A.155 (2026)

Presumption; Certificate Of Incorporation

✓ current as of May 2026
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When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated, and the secretary of state shall issue a certificate of incorporation to the corporation, but this presumption does not apply against this state in a proceeding to cancel or revoke the certificate of incorporation or to compel the involuntary dissolution of the corporation.

Notes of Decisions
Cited in 3 cases, 1986–2007 · leading case: Hoyt Props., Inc. v. Prod. Resource Grp., L.L.C., 736 N.W.2d 313 (Minn. 2007).
Hoyt Props., Inc. v. Prod. Resource Grp., L.L.C., 736 N.W.2d 313 (Minn. 2007). · cites it 4× “, Minn.Stat. § 302A.155 (2006) ("When the articles of incorporation have been filed with the secretary of state and the required fee has been paid to the secretary of state, it is presumed that * * * the corporation has been incorporated * * *.”
Warthan v. Midwest Consol. Ins. Agencies, Inc., 450 N.W.2d 145 (Minn. Ct. App. 1990). · cites it 2× “Minn.Stat.Ann. § 302A.155, Reporter’s Notes (West 1985).”
Arbo Corp. v. Aidan Mktg./Distrib., Inc., 639 F. Supp. 1512 (D. Minnesota 1986). “§ 302A.155 on the doctrines of incorporation de facto and by estoppel, the court found that estoppel is a distinct and independent theory from de facto incorporation.”
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