Minnesota Statutes

Minn. Stat. § 302A.7291 (2026)

Dissolution Procedure For Corporations That Do Not Give Notice

✓ current as of May 2026

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Subdivision 1.Articles of dissolution; when filed.

Articles of dissolution for a corporation that has not given notice to creditors and claimants in the manner provided in section 302A.727 must be filed with the secretary of state after:

(1) the payment of claims of all known creditors and claimants has been made or provided for; or

(2) at least two years have elapsed from the date of filing the notice of intent to dissolve.

Subd. 2.Contents of articles.

The articles of dissolution must state:

(1) if articles of dissolution are being filed pursuant to subdivision 1, clause (1), that all known debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provision has been made for payment or discharge;

(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, 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.

Subd. 3.Claims against corporations that do not give notice.

(a) If the corporation has paid or provided for all known creditors or claimants at the time articles of dissolution are filed, a creditor or claimant who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it.

(b) If the corporation has not paid or provided for all known creditors and claimants at the time articles of dissolution are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of intent to dissolve is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in section 302A.781.

Notes of Decisions

Cited in 7 cases (1 in the last 5 years), 1995–2025 · leading case: Camacho v. Todd & Leiser Homes, 706 N.W.2d 49 (Minn. 2005).

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Camacho v. Todd & Leiser Homes, 706 N.W.2d 49 (Minn. 2005). · cites it 49× “1 TLH moved to dismiss, claiming that the corporate dissolution statute, Minn.Stat. § 302A.7291, subd. 3(a) (2004), barred the Camachos’ claims.”

Lewis v. Russell, 838 F. Supp. 2d 1063 (E.D. Cal. 2012). · cites it 2× “Joint Status Report at 15:16-19 (citing Minn. Stat. § 302A.7291 subd. 3; Camacho v.”

Gulf Underwriters Ins. v. Burris, 674 F.3d 999 (8th Cir. 2012). “Minn.Stat. § 302A.7291; and no evidence that Versa and its principals will refuse to make any post-dissolution SIR payments that may be required to preserve the policy’s coverage protections.”

Podvin v. Jamar Co., 655 N.W.2d 645 (Minn. Ct. App. 2003). · cites it 2× “The court concluded that the plaintiffs had not demonstrated a genuine issue of material fact on whether “good cause” existed for their failure to sue during the two-year period from the filing of a notice of intent to dissolve under Minn.Stat. § 302A.7291 to formal dissolution.”

Abad v. Isco, Inc., 534 N.W.2d 728 (Minn. Ct. App. 1995). · cites it 4× “Minn.Stat. 302A.7291, subd. 3. Thereafter, claimants and creditors have an equitable right for one year to convince a court that they had “good cause” for not filing within the two year statutory period.”

Abad v. Isco, Inc., 537 N.W.2d 620 (Minn. 1995). · cites it 2× “The trial court properly concluded that, under the recorded circumstances, there was no genuine issue of material fact as to whether “good cause” existed for the plaintiffs’ failure to commence this action during the 2-year period from the filing of a notice of intent to…”

Glass-Inspiration GMBH Design + Eng'g v. M.G. McGrath, Inc. Glass & Glazing (D. Minnesota 2025). · cites it 4× “Minn. Stat. § 302A.7291, subd. 3. McGrath notes that it filed an intent to dissolve with the Minnesota Secretary of State on July 1, 2021, and that it published notice of its intended dissolution from August 5, 2021 to August 26, 2021.”

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