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§ 308B.905 Winding Up

Statute text

Extracted from the Revisor of Statutes; first captured here October 15, 2026. Formatting and whitespace are normalized. Extraction can contain errors; the linked official text controls.

Subdivision 1. Collection and payment of debts.

After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board shall proceed as soon as possible:

(1) to collect or make provision for the collection of all debts due or owing to the cooperative, including unpaid subscriptions for shares; and

(2) to pay or make provision for the payment of all debts, obligations, and liabilities of the cooperative according to their priorities.

Subdivision 2. Transfer of assets.

After the notice of intent to dissolve has been filed with the secretary of state, the board may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of the dissolving cooperative without a vote of the members.

Subdivision 3. Distribution to members.

Tangible and intangible property, including money, remaining after the discharge of the debts, obligations, and liabilities of the cooperative shall be distributed to the members and former members as provided in the articles or bylaws, unless otherwise provided by law. If previously authorized by the members, the tangible and intangible property of the cooperative may be liquidated and disposed of at the discretion of the board.

History: 2003 c 105 art 1 s 72

Notes & interpretation Not part of the law

Verified against sources: October 15, 2026Last edited: October 15, 2026

In plain language#

Once the notice of intent to dissolve has been filed (§ 308B.903):

  • Debts (subd. 1). The board, or officers acting under its direction, must proceed "as soon as possible" to (1) collect or provide for collecting debts owed to the cooperative, including unpaid subscriptions for shares, and (2) pay or provide for paying all of the cooperative's debts, obligations and liabilities according to their priorities.
  • Assets (subd. 2). The board may sell, lease, transfer or otherwise dispose of all or substantially all of the property without a member vote. (Compare the ordinary rule in § 308B.571.)
  • Distribution (subd. 3). Property remaining after debts, obligations and liabilities are discharged is distributed to the members and former members as provided in the articles or bylaws, unless otherwise provided by law. If the members previously authorized it, the property may be liquidated and disposed of at the board's discretion.

How it works in practice#

  • The articles or bylaws control how the remainder is split. If your bylaws are silent on liquidation, the statute does not supply a formula here; § 308B.601 subd. 5 and § 308B.721 address allocations for different membership interests in other contexts. Put a liquidation clause in the bylaws. See Write the bylaws.
  • Complete the process by filing articles of dissolution under § 308B.921. Claims against the cooperative are limited by § 308B.915 and § 308B.971.
  • Subd. 3 says "unless otherwise provided by law" without saying which laws.

Sources

  • P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)

dissolutionboard-of-directorsdistributions

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