Minnesota Plan of complete liquidation and dissolution
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How to fill out Plan Of Complete Liquidation And Dissolution?
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FAQ
Administrative dissolution is an action taken by the Secretary of State that results in the loss of a business entity's rights, powers and authority. Reinstatement is the action taken that restores an administratively dissolved business entity's rights, powers, and authority.
If the Corporation or LLC fails to remedy the deficiencies within the specified time period then the state will Administratively Dissolve the business. When a company has been Administratively Dissolved by the state that company cannot legally conduct business and may be breaking the law if it does conduct business.
Administrative dissolution is an action that the Minnesota Secretary of State takes when a Minnesota business does not take certain actions required by law. When a business is administratively dissolved, it ceases to exist in Minnesota.
When administrative dissolution occurs, a business can still operate, have bank accounts, and accept payments. However, a creditor cannot go after any possible assets of that entity. If the suspended or defunct entity receives payment from clients, the checks must go into a corporate bank account.
Nonprofit Articles of Dissolution under Minnesota Statutes, section 317A. 721 can only be used to dissolve a nonprofit corporation that HAS named its first Board of Directors.
After dissolution, a corporation is generally expected to pay all its existing debts and then liquidate its remaining assets to its shareholders. This sometimes becomes difficult, however, where there are unknown claims that may exist against the corporation.
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.
