Minnesota Statutes

Minn. Stat. § 302A.727 (2026)

Dissolution Procedure For Corporations That Give Notice To Creditors And Claimants

✓ current as of May 2026

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Subdivision 1.When permitted; how given.

When a notice of intent to dissolve has been filed with the secretary of state, the corporation may give notice of the filing to each creditor of and claimant against the corporation known or unknown, present or future, and contingent or noncontingent. If notice to creditors and claimants is given, it must be given by publishing the notice once each week for four successive weeks in a legal newspaper in the county or counties where the registered office and the principal executive office of the corporation are located and by giving written notice to known creditors and claimants pursuant to section 302A.011, subdivision 17.

Subd. 2.Contents.

The notice to creditors and claimants shall contain:

(a) a statement that the corporation is in the process of dissolving;

(b) a statement that the corporation has filed with the secretary of state a notice of intent to dissolve;

(d) the address of the office to which written claims against the corporation must be presented; and

(e) the date by which all the claims must be received, which shall be the later of 90 days after published notice or, with respect to a particular known creditor or claimant, 90 days after the date on which written notice was given to that creditor or claimant. Published notice is deemed given on the date of first publication for the purpose of determining this date.

Subd. 3.Claims against corporations that give notice.

(a) A corporation that gives notice to creditors and claimants has 30 days from the receipt of each claim filed according to the procedures set forth by the corporation on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it; a claim not expressly rejected in this manner is deemed accepted.

(b) A creditor or claimant to whom notice is given and whose claim is rejected by the corporation has 60 days from the date of rejection, 180 days from the date the corporation filed with the secretary of state the notice of intent to dissolve, or 90 days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue any other remedies with respect to the claim.

(c) A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the corporation on or before the date set forth in the notice is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in section 302A.781.

(d) A creditor or claimant whose claim is rejected by the corporation under paragraph (b) is barred from suing on that claim or otherwise realizing upon or enforcing it, if the creditor or claimant does not initiate legal, administrative, or arbitration proceedings with respect to the claim within the time provided in paragraph (b).

Subd. 4.Articles of dissolution; when filed.

Articles of dissolution for a corporation that has given notice to creditors and claimants under this section must be filed with the secretary of state after:

(1) the 90-day period in subdivision 2, paragraph (e), has expired and the payment of claims of all creditors and claimants filing a claim within that period has been made or provided for; or

(2) the longest of the periods described in subdivision 3, paragraph (b), has expired and there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision 3, paragraph (b).

Subd. 5.Contents of articles.

The articles of dissolution must state:

(1) the last date on which the notice was given and: (i) that the payment of all creditors and claimants filing a claim within the 90-day period in subdivision 2, paragraph (e), has been made or provided for; or (ii) the date on which the longest of the periods described in subdivision 3, paragraph (b), expired;

(2) that the remaining property, assets, and claims of the corporation have been distributed among its shareholders in accordance with section 302A.551, subdivision 4, or that adequate provision has been made for that distribution; and

(3) that there are no pending legal, administrative, or arbitration proceedings by or against the corporation commenced within the time provided in subdivision 3, paragraph (b), or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding.

Notes of Decisions

Cited in 7 cases (1 in the last 5 years), 1991–2025 · leading case: Abad v. Isco, Inc., 534 N.W.2d 728 (Minn. Ct. App. 1995).

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Abad v. Isco, Inc., 534 N.W.2d 728 (Minn. Ct. App. 1995). · cites it 9× “ISCO, formerly a Delaware corporation, availed itself of Minnesota’s no-notice corporate dissolution statutes, Minn.Stat. §§ 302A.727; 1 302A.7291 (1992), 2 by becom *730 ing a Minnesota corporation in June 1990 and filing its notice of intent to dissolve the following month.”

Minnesota v. Kalman W. Abrams Metals, Inc., 155 F.3d 1019 (8th Cir. 1998). · cites it 3× “723, and the company sent notice of its intent to dissolve to MPCA as a creditor, see Minn.Stat. § 302A.727, subd. 1. MPCA served notice of its claim, and Blum Holdings rejected the claim on August 17, 1995.”

Manty v. D56, Inc. (In Re Brose), 339 B.R. 708 (Bankr. D. Minn. 2006). · cites it 2× “This is fundamentally different from the final winding-down and settlement of all corporate affairs that in turn is contemplated by Minn.Stat. §§ 302A.727 and 302A.7291. So, the statutory text gives no authoritative answer.”

Podvin v. Jamar Co., 655 N.W.2d 645 (Minn. Ct. App. 2003). · cites it 2× “at 730 (citing Minn.Stat. § 302A.727, .7291 (1992)). Within one year after the articles were filed, the plaintiffs filed their complaint, alleging that they had good cause for the delayed filing because they had no previous notice of the dissolution proceedings.”

Lyman Lumber Co. v. Favorite Constr. Co., 524 N.W.2d 484 (Minn. Ct. App. 1994). · cites it 2× “See Minn.Stat. §§ 302A.727, subd. 3; 302A.7291, subd.”

Cent. States, Se. & Sw. Areas Pension Fund v. Minneapolis Van & Warehouse Co., 764 F. Supp. 1289 (N.D. Ill. 1991). “That one-year statute does not apply to claims of creditors who were not given notice of intent to dissolve under Minn.Stat. § 302A.727 — instead such creditors are afforded two years to sue under Minn.”

Glass-Inspiration GMBH Design + Eng'g v. M.G. McGrath, Inc. Glass & Glazing (D. Minnesota 2025). · cites it 14× “In response, McGrath argues that it filed an intent to dissolve with the Minnesota Secretary of State on July 1, 2021. ECF No. 18-1. McGrath asserts that because it published notice of its intended dissolution from August 5, 2021 to August 26, 2021, any claims from its creditors…”

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