Minnesota Plan of Liquidation and Dissolution of a Corporation

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US-0076BG
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Description

Dissolution is the act of bringing to an end. It is the act of rendering a legal proceeding null, or changing its character. Under corporate law, it is the last stage of liquidation. Dissolution is the process by which a company is brought to an end.



Liquidation is the selling of the assets of a business, paying bills and dividing the remainder among shareholders, partners or other investors. A business need not be insolvent to liquidate. Upon liquidation of certain business, such as a bank, a bond may be required to be posted to assure the proper distribution of assets to creditors.

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FAQ

To dissolve your Minnesota corporation after it has issued shares, you must first file the Intent to Dissolve form with the Minnesota Secretary of State (SOS). Then the corporation will file the Articles of Dissolution Chapter 302A. 7291 or 302A. 727.

The key benefit to corporate dissolution is that it cuts off any claims against your corporation that are not made before its formal dissolution date, as well as ending any chance of the corporation incurring any sort of financial or legal liability.

What is a Plan Of Dissolution? A plan of dissolution is a written description of how an entity intends to dissolve, or officially and formally close the business. A plan of dissolution will include a description of how any remaining assets and liabilities will be distributed.

Dissolution. The first step to closing up shop is receiving shareholder approval to formally close the corporation. The board of directors should adopt a resolution to dissolve the corporation and receive approval for the action.

Steps to dissolving a corporation or obtaining a corporate dissolution Call a board meeting. ... File a certificate of dissolution with the Secretary of State. ... Notify the Internal Revenue Service (IRS) ... Close accounts and credit lines, cancel licenses, etc.

File the appropriate dissolution, surrender, or cancellation SOS form(s) within 12 months of filing your final tax return.

Here is the process of how to dissolve a corporation. There are two different types of dissolution depending on the reason for initiating the process: voluntary dissolution and involuntary dissolution.

A judge will issue a judicial resolution instructing the company to be dissolved. Any fees and taxes owed will be collected by the government and assets liquidated. All debts owed to creditors will be paid. Any remaining funds are then paid out to shareholders.

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Minnesota Plan of Liquidation and Dissolution of a Corporation