§
Subdivision 1.Manner.
After the issuance of shares, a corporation may be dissolved when authorized in the manner set forth in this section.
§
Subd. 2.Notice; approval.
(a) If the corporation has outstanding shares:
(1) Written notice shall be given to each shareholder, whether or not entitled to vote at a meeting of shareholders, within the time and in the manner provided in section 302A.435 for notice of meetings of shareholders and, whether the meeting is a regular or a special meeting, shall state that a purpose of the meeting is to consider dissolving the corporation.
(2) The proposed dissolution shall be submitted for approval at a meeting of shareholders. If the proposed dissolution is approved at a meeting by the affirmative vote of the holders of a majority of the voting power of all shares entitled to vote, the dissolution shall be commenced.
(b) If the corporation no longer has any outstanding shares, then the directors may authorize and commence the dissolution. If the directors take that action, then the notice of dissolution filed under section 302A.723 shall so reflect and the directors shall have the right to revoke the dissolution proceedings in accordance with section 302A.731, subdivision 1.
Notes of Decisions
Chem.-Ways Corp. v. Page (In Re Dynamic Tech. Corp.), 106 B.R. 994 (Bankr. D. Minn. 1989).
· cites it 2× “He further advised that the corporation was in the process of dissolving under Minn.Stat. § 302A.721. Under such a dissolution process he advised “the Corporation and all of its assets will be liquidated and proceeds distributed to creditors.”
Cent. States, Se. & Sw. Areas Pension Fund v. Minneapolis Van & Warehouse Co., 764 F. Supp. 1289 (N.D. Ill. 1991).
“What of the derivative claim against Bruesehoff? On that score defendants contend that because the Minneapolis Van dissolution was conducted (as it had to be) according to state law (Minn.Stat. §§ 302A.721 to .733), the Minnesota one-year statute of limitations (Minn.”
Lyman Lumber Co. v. Favorite Constr. Co., 524 N.W.2d 484 (Minn. Ct. App. 1994).
“711; (b) By the shareholders pursuant to sections 302A.721 to 302A.7291; or (c) By order of a court pursuant to sections 302A.”
Casey v. Bonded Collections of St. Cloud, Inc., 392 N.W.2d 650 (Minn. Ct. App. 1986).
· cites it 2× “2 available in a voluntary dissolution proceeding? ANALYSIS The shareholders of a corporation may voluntarily dissolve a corporation, Minn. Stat. § 302A.721, subd. 1 (1984), under the supervision of the court.”
Cooper v. Lakewood Eng'g & Mfg. Co., 45 F.3d 243 (8th Cir. 1995).
“47 (since replaced by Minn.Stat. §§ 302A.721 and 302A.723). In addition, Grainger and MMC executed an assumption of liabilities agreement, which states: Grainger hereby assumes and unconditionally agrees to pay and discharge, at the time and in the manner as [MMC] is obligated…”
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