Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 302A.821. Minnesota corporate renewal

Subdivision 1. Annual renewal. (a) The secretary of state may send annually to each corporation, using the information provided by the corporation pursuant tosection 5.002or5.34or the articles of incorporation, a notice announcing the need to file the annual renewal and informing the corporation that the annual renewal may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual renewal will result in an administrative dissolution of the corporation.

(b) Each calendar year beginning in the calendar year following the calendar year in which a corporation incorporates, the corporation must file with the secretary of state by December 31 of each calendar year a renewal containing the information listed in subdivision 2.

Subd. 4. Penalty; reinstatement. (a) A corporation that has failed to file a renewal complying withsection 5.34must be dissolved by the secretary of state as described in paragraph (b).

(b) If the corporation has not filed the renewal during any calendar year, the secretary of state must issue a certificate of administrative dissolution and the certificate must be filed in the Office of the Secretary of State. The secretary of state must make available in an electronic format the names of the dissolved corporations. A corporation dissolved in this manner is not entitled to the benefits ofsection 302A.781. The liability, if any, of the shareholders of a corporation dissolved in this manner shall be determined and limited in accordance withsection 302A.557, except that the shareholders shall have no liability to any director of the corporation undersection 302A.559, subdivision 2.

(c) After administrative dissolution, filing a renewal complying withsection 5.34and the $25 fee with the secretary of state: