Model questions to ask a cooperative applicant
A checklist of questions staff can put to a cooperative that applies for a license, contract or assistance, each tied to the statute section that makes the answer meaningful.
These are suggested questions. The statute does not require an applicant to answer any of them, and it does not require you to ask. Use the ones that fit your decision and your local requirements. Where a question rests on a statute, the right-hand column says which. Questions you can answer yourself from the Secretary of State record are marked "look it up".
Identity and status#
| Question | Why it matters | Basis |
|---|---|---|
| What is the cooperative's exact legal name and Secretary of State file number? (Look up.) | The name must be distinguishable on Secretary of State records. | § 308B.211 P1; L1 |
| Is it organized under chapter 308B, 308A or 308C? (Look up the "MN Statute" field.) | The chapters have different officer and voting rules. | L2; § 308B.005, subd. 11 P1 |
| What is its status and renewal due date? (Look up.) | An unrenewed cooperative is involuntarily dissolved after December 31; reinstatement is retroactive. | § 308B.121 P1; L2 |
| Where is the registered office, and who is the registered agent if any? (Look up.) | A registered agent is optional; distinguish the statutory office from a transaction contact. | § 308B.151 P1; L2 |
Authority#
| Question | Why it matters | Basis |
|---|---|---|
| Who is the chair of the board and who is the chief executive officer, if any? | The chair and first vice-chair are directors and members; a CEO exists only if the board employs one. | § 308B.475, subds. 4 and 5 P1 |
| Has the board authorized the person signing? Can you give us the resolution? | Directors and non-CEO officers have no authority to bind the cooperative without the board. | § 308B.401; § 308B.475, subd. 1(c) P1 |
| Do the bylaws limit what the board or officers may sign without a member vote? | The board acts for the cooperative except as the statute reserves to members, and the articles or bylaws can require more than a majority for board action. | § 308B.401 P1 |
| Does the cooperative have a member control agreement that restricts the board? | The statute allows member control agreements; the applicant should disclose any that bears on this transaction. | § 308B.627 P1 |
Ownership and members#
| Question | Why it matters | Basis |
|---|---|---|
| How many members does it have, and in what classes? | The member count affects board size rules. | § 308B.405 P1 |
| Do any business-entity members have a stake in this application, and who represents them? | Conflict/disclosure questions may differ from voting authority: section 308B.561 specifies who may vote interests held by other organizations. | § 308B.561, subds. 1, 6 P1 |
| Is it the subsidiary of, or does it control, another entity? | Business subsidy agreements ask for any parent corporation. The cooperative may own interests in other entities. | § 308B.301, subd. 12 P1; L6 |
| Do directors or officers have a personal financial interest in this transaction? | A cooperative has its own conflict-of-interest procedure for directors; yours may differ. | § 308B.461 P1 |
Records and money#
| Question | Why it matters | Basis |
|---|---|---|
| Can you provide the articles, bylaws and a current list of directors and officers? | A cooperative keeps these at its principal office. | § 308B.245 P1 |
| Are the financial statements audited? If not, what do the bylaws and statements say? | Section 308B.445 requires an audit committee and annual audit unless the bylaws allow unaudited statements. The statements must clearly say they are unaudited and clearly state differences from audited statements prepared under generally accepted accounting principles. A label alone is insufficient. | § 308B.445 P1 |
| What assets secure the loan or support the contract? | Members are not personally liable for the cooperative's debts merely because they are members. | § 308B.505 P1 |
| Is any member or director personally guaranteeing the obligation? | A guarantee is a separate contract; it is not something the statute provides. | § 308B.505 P1 |
Your own requirements#
| Question | Why it matters |
|---|---|
| What exactly does our form ask for from an "owner", "officer" or "principal"? | A cooperative may need to be told which of its people to list. |
| Which of our requirements (license, bond, insurance, disclosure) does this activity trigger? | Chapter 308B does not answer this. See Licensing, zoning and permits when the applicant is a cooperative. |
Statute sections referenced
- § 308B.005 DEFINITIONS.
- § 308B.121 ANNUAL RENEWAL.
- § 308B.151 [Repealed, 2008 c 203 s 14]
- § 308B.211 COOPERATIVE NAME.
- § 308B.245 COOPERATIVE RECORDS.
- § 308B.301 POWERS.
- § 308B.401 BOARD GOVERNS COOPERATIVE.
- § 308B.405 NUMBER OF DIRECTORS.
- § 308B.445 AUDIT COMMITTEE.
- § 308B.461 DIRECTOR CONFLICTS OF INTEREST.
- § 308B.475 OFFICERS.
- § 308B.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS.
- § 308B.561 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
- § 308B.627 MEMBER CONTROL AGREEMENTS.
Related
Sources
- L1 Business Filings Online: Search Business Filings, Minnesota Secretary of State. mblsportal.sos.mn.gov (primary; accessed October 15, 2026)
- L2 Business Filings Online: sample business record page (cooperative), Minnesota Secretary of State. mblsportal.sos.mn.gov (primary; accessed October 15, 2026)
- L6 Minn. Stat. 116J.994 (Regulating local and state business subsidies), 2025 Statutes, Office of the Revisor of Statutes. revisor.mn.gov (primary; accessed October 15, 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)
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