What happens if a cooperative misses its annual renewal?
If the renewal is not filed by December 31, the Secretary of State must issue a certificate of involuntary dissolution, but the cooperative can reinstate retroactively by filing a registration and paying the reinstatement fee.
If a cooperative has not filed its renewal by December 31 of the year, the Secretary of State (SOS) must issue a certificate of involuntary dissolution. A cooperative dissolved this way is not entitled to the benefits of § 308B.971, the section that bars claims by creditors who do not come forward in dissolution proceedings P1, § 308B.121, subd. 4.
Reinstatement. A cooperative may retroactively reinstate by filing a single annual registration and paying a fee. Reinstatement returns it to active status as of the date of dissolution, validates acts within its authority, and restores its assets and rights, except those affected by later acts or distributions P1, § 308B.121, subd. 5.
See Keep your cooperative in good standing each year and Merge, convert or dissolve a cooperative.
Statute sections referenced
- § 308B.121 ANNUAL RENEWAL.
- § 308B.971 BARRING OF CLAIMS.
Related
Sources
- F4 Current cooperative filing fees and annual renewal form, Minnesota Secretary of State. sos.mn.gov · sos.mn.gov (primary; accessed October 16, 2026)
- P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)
- G2 Business Filing and Certification Fee Schedule (Cooperative Association, Chapter 308B table), Office of the Minnesota Secretary of State. sos.mn.gov (primary; accessed October 15, 2026)
- F1 Minnesota Statutes § 5.14 — Expedited service, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
- F2 Minnesota Statutes § 5.60 — Late filing penalty, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
annual-renewaldissolutionreinstatement