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Subdivision 1.Action before hearing.
In dissolution proceedings the court may issue injunctions, appoint receivers with all powers and duties the court directs, take other actions required to preserve the corporate assets wherever situated, and carry on the business of the corporation until a full hearing can be held.
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Subd. 2.Action after hearing.
After a full hearing has been held, upon whatever notice the court directs to be given to all parties to the proceedings and to any other parties in interest designated by the court, the court may appoint a receiver to collect the corporate assets, including all amounts owing to the corporation by subscribers on account of any unpaid portion of the consideration for the issuance of shares. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the corporation and to sell, lease, transfer, or otherwise dispose of all or any of the property and assets of the corporation either at public or private sale.
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Subd. 3.Discharge of obligations.
The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition shall be applied in the order of priority set forth in section 576.51.
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Subd. 4.Remainder to shareholders.
After payment of the expenses of receivership and claims of creditors duly proved, the remaining assets, if any, shall be distributed to the shareholders in accordance with section 302A.551, subdivision 4.
Notes of Decisions
In Re Mesaba Aviation, Inc., 341 B.R. 693 (Bankr. D. Minn. 2006).
· cites it 2× “The same considerations would apply for an equity investment, where the return of the infusion would be accomplished through payment of dividends. That much was established by the testimony of Foley, MAIR’s President.”
Lilyerd v. Carlson, 499 N.W.2d 803 (Minn. 1993).
· cites it 2× “Minn. Stat. § 302A.753 (1992). 9 . The Harbal court held that where the foreclosing creditor assigned the sheriffs certificate of sale to a third party with knowledge of the right of first refusal of the immediately preceding former owner, the trial court was well within its…”
Manty v. D56, Inc. (In Re Brose), 339 B.R. 708 (Bankr. D. Minn. 2006).
· cites it 2× “They would not go to the parties who would be entitled to receive them in a flow through Period Design as the real party in interest, on account of the distribution priorities of Minn.Stat. § 302A.753, Subd. 3 and 4, or otherwise.”
Voluntary Dissolution of Quintar, Inc. v. MBC, Inc., 397 N.W.2d 594 (Minn. Ct. App. 1986).
· cites it 2× “Minn.Stat. § 302A.753, subd. 1 (1984). While we recognize the utility of an injunction to assist the court in exercising its supervisory role during a voluntary dissolution, the injunction combined with the denial of each of appellants’ requests may improperly destroy…”
In Re Telesports Prods., Inc., 476 N.W.2d 798 (Minn. Ct. App. 1991).
· cites it 3× “1983); see also, Minn.Stat. §§ 302A.753, 302A.755. In its order for dissolution, the trial court granted respondent the powers listed in sections 302A.”
In Re Sendmygift. Com, Inc., 280 B.R. 667 (Bankr. D. Minn. 2002).
· cites it 2× “1997); (ditto); Minn.Stat. § 302A.753 (setting priorities for distribution of value from winding-up of corporation’s business).”
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