Topic: dissolution

• Merge, convert or dissolve a cooperative guides

  The statutory paths for merging with another entity, converting a chapter 308A cooperative to chapter 308B, and winding up and dissolving a 308B cooperative.

• What happens if a cooperative misses its annual renewal? faq

  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.

• § 308B.121 Annual Renewal statute

  Every 308B cooperative must renew annually after its incorporation year or face involuntary dissolution; the statute's base reinstatement fee is not the current total charged.

• § 308B.901 Methods Of Dissolution statute

  A cooperative may be dissolved by its members or by court order; the sections that follow set out each route.

• § 308B.903 Notice Of Intent To Dissolve statute

  Before dissolving, a cooperative must file a notice of intent to dissolve with the Secretary of State stating its name, the date and place of the members' meeting that approved dissolution, and that the required vote was obtained.

• § 308B.905 Winding Up statute

  After the notice of intent to dissolve is filed, the board must collect what is owed, pay debts by priority, may sell assets without a member vote, and distributes what remains to members and former members.

• § 308B.911 Revocation Of Dissolution Proceedings statute

  Dissolution proceedings can be revoked before articles of dissolution are filed, by a members' meeting vote of a majority of the members (or the number the articles or bylaws require) and a notice of revocation filed with the Secretary of State.

• § 308B.915 Statute Of Limitations statute

  A creditor's or claimant's claim against a dissolving cooperative is barred unless proceedings to enforce it start within two years after the notice of intent to dissolve is filed with the Secretary of State.

• § 308B.921 Articles Of Dissolution statute

  After debts are paid or provided for and the remaining property is distributed, the cooperative files articles of dissolution; it is dissolved on filing and the Secretary of State issues a certificate of dissolution.

• § 308B.925 Application For Court-supervised Voluntary Dissolution statute

  After a notice of intent to dissolve is filed and before the certificate of dissolution issues, the cooperative, or a member or creditor for good cause, can ask a court to supervise the dissolution.

• § 308B.931 Court-ordered Remedies Or Dissolution statute

  Sets when a court may grant equitable relief or dissolve a cooperative: supervised voluntary dissolution, member actions (deadlock, unfair prejudice, waste, expired term), and creditor actions; the court must consider lesser relief.

• § 308B.935 Procedure In Involuntary Or Court-supervised Voluntary Dissolution statute

  What a court can do in an involuntary or court-supervised voluntary dissolution: injunctions, receivers, preserving and selling assets, running the business, paying claims by statutory priority, and distributing any remainder to members.

• § 308B.941 Receiver Qualifications And Powers statute

  A court-appointed receiver of a cooperative must be qualified under section 576.26 and bonded under section 576.27, may sue and defend as receiver, and acts under the appointing court's exclusive jurisdiction.

• § 308B.945 Dissolution Action By Attorney General; Administrative Dissolution statute

  The attorney general may sue to dissolve a cooperative for fraud in formation, a prohibited purpose, violations of chapter 308B, or abandonment of its franchise, after 30 days' notice and, where a fix is possible, 30 more days to cure.

• § 308B.951 Filing Claims In Court-supervised Dissolution Proceedings statute

  In court-supervised dissolution the court may require creditors and claimants to file claims under section 576.49; the receiver or any interested party may object under section 576.50.

• § 308B.955 Discontinuance Of Court-supervised Dissolution Proceedings statute

  A court-supervised or involuntary dissolution may be discontinued at any time if it is established that cause for dissolution does not exist; the court dismisses and the receiver returns assets and files a final report.

• § 308B.961 Court-supervised Dissolution Order statute

  In an involuntary or supervised voluntary dissolution, the court enters an order dissolving the cooperative once costs, debts and liabilities are paid and remaining assets distributed (or all assets applied by priority); the cooperative is dissolved when the order is entered.

• § 308B.965 Filing Court's Dissolution Order statute

  After a court dissolves a cooperative, the court administrator files a certified copy of the dissolution order with the Secretary of State, which may not charge a fee for filing it.

• § 308B.971 Barring Of Claims statute

  Unfiled creditor claims are barred after dissolution, with limited exceptions: a one-year late-claim application for good cause (against undistributed assets, then against members to the extent of distributions) and claims for debts incurred during dissolution.

• § 308B.975 Right To Sue Or Defend After Dissolution statute

  After dissolution, former officers, directors or members may assert or defend a claim by or against the cooperative in the cooperative's name.