Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 302A.781. Claims barred; exceptions

Subdivision 1. Claims barred. Except as provided in this section, a creditor or claimant whose claims are barred undersection 302A.727,302A.7291, or302A.759includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, and all those claiming through or under the creditor or claimant.

Subd. 2. Claims reopened. At any time within one year after articles of dissolution have been filed with the secretary of state pursuant tosection 302A.727or302A.7291, subdivision 1, clause (2), or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim:

Subd. 3. Obligations incurred during dissolution proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up the corporation's affairs shall be paid or provided for by the corporation before the distribution of assets to a shareholder. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the officers and directors of the corporation who are responsible for, but who fail to cause the corporation to pay or make provision for payment of the debts, obligations, and liabilities or against shareholders to the extent permitted undersection 302A.559. This subdivision does not apply to dissolution under the supervision or order of a court.

Subd. 4. Statutory homeowner warranty claims preserved. The statutory warranties provided undersection 327A.02, and any contribution or indemnity claim arising from the breach of those warranties, are not affected by the dissolution under this chapter of a vendor or home improvement contractor.

Subd. 5. Other claims preserved. In addition to the claims in subdivision 4, all other statutory and common law rights of persons who may bring claims of injury to a person, including death, are not affected by dissolution under this chapter.