Minn. Stat. § 302A.781

Claims Barred; Exceptions

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Subdivision 1.Claims barred.

Except as provided in this section, a creditor or claimant whose claims are barred under section 302A.727, 302A.7291, or 302A.759 includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, and all those claiming through or under the creditor or claimant.

Subd. 2.Claims reopened.

At any time within one year after articles of dissolution have been filed with the secretary of state pursuant to section 302A.727 or 302A.7291, subdivision 1, clause (2), or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:

(a) against the corporation to the extent of undistributed assets; or

(b) if the undistributed assets are not sufficient to satisfy the claim, against a shareholder, whose liability shall be limited to a portion of the claim that is equal to the portion of the distributions to shareholders in liquidation or dissolution received by the shareholder, but in no event may a shareholder's liability exceed the amount which that shareholder actually received in the dissolution.

Subd. 3.Obligations incurred during dissolution proceedings.

All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs shall be paid or provided for by the corporation before the distribution of assets to a shareholder. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the officers and directors of the corporation who are responsible for, but who fail to cause the corporation to pay or make provision for payment of the debts, obligations, and liabilities or against shareholders to the extent permitted under section 302A.559. This subdivision does not apply to dissolution under the supervision or order of a court.

Subd. 4.Statutory homeowner warranty claims preserved.

The statutory warranties provided under section 327A.02, and any contribution or indemnity claim arising from the breach of those warranties, are not affected by the dissolution under this chapter of a vendor or home improvement contractor.

Subd. 5.Other claims preserved.

In addition to the claims in subdivision 4, all other statutory and common law rights of persons who may bring claims of injury to a person, including death, are not affected by dissolution under this chapter.

Notes of Decisions

Cited in 12 cases, 1991–2017 · leading case: Podvin v. Jamar Co.

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Podvin v. Jamar Co. (2003) minnctapp · cites it 24× “2 (1984), provided that claimants without notice of a *649 corporation’s dissolution, who failed to initiate legal proceedings on their claims within two years after the date of filing the notice of intent to dissolve, were subject to the provisions of Minn.Stat. § 302A.781.…”

Camacho v. Todd and Leiser Homes (2005) minn · cites it 4× “Minn.Stat. § 302A.781, subd. 2. In this case, however, the Camachos filed the claim four years after the filing of the articles of dissolution.”

Lyman Lumber Co. v. Favorite Construction Co. (1994) minnctapp · cites it 12× “Minn.Stat. § 302A.781, subd. 2 (1992) (emphasis added).”

In Re Paul W. Abbott Co., Inc. (2009) minn · cites it 8× “Minn.Stat. § 302A.781, subd. 1 (1996). But because PWA had been involuntarily dissolved, the statutory bar on claims never applied to PWA, and PWA continued to be subject to asbestos injury claims after August 1, 1997.”

Buckrey v. Comm'r (2017) tax · cites it 2× “The Commissioner correctly states that Minn.”

Joseph P. McGraw v. Commissioner of Internal Revenue (2004) ca8 “3(d), because we ultimately agree with the Commissioner that McGraw is subject to transferee liability under Minn.Stat. § 302A.781. Section 302A.781 provides that within one year after articles of dissolution have been filed, a creditor of the corporation “who shows good cause…”

Abad v. ISCO, INC. (1995) minnctapp · cites it 7× “Minn.Stat. § 302A.781, subd. 2 (1992). ISCO argues that its failure to give notice to creditors/claimants of intent to dissolve cannot be grounds for “good cause” because the statute contemplates that no notice will be given.”

Manty v. D56, Inc. (In Re Brose) (2006) mnb · cites it 2× “After the last of the provisions governing the remedy of court proceeding, the "dissolution” part has three sections — Minn. Stat. §§ 302A.781, .783, and .791 — that govern the disposition of claims against a dissolved corporation and its assets.”

Central States, Southeast & Southwest Areas Pension Fund v. Minneapolis Van & Warehouse Co. (1991) ilnd “733), the Minnesota one-year statute of limitations (Minn.Stat. § 302A.781) should apply to bar all creditors’ claims not brought within one year after the articles of dissolution were filed.”

Abad v. ISCO, INC. (1995) minn · cites it 2× “See Minn.Stat. § 302A.781. BY THE COURT: M Alexander M.”

Cooper v. Lakewood Engineering & Manufacturing Co. (1995) ca8 “59 (since replaced by Minn.Stat. § 302A.781), MMC remained liable to suit for a three-year period terminating on November 8, 1979.”

Joseph P. McGraw v. CIR (2004) ca8 · cites it 2× “3(d), because we ultimately agree with the Commissioner that McGraw is subject to transferee liability under Minn. Stat. § 302A.781. Section 302A.781 provides that within one year after articles of dissolution have been filed, a creditor of the corporation "who shows good cause…”

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