Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 317A.721. Voluntary dissolution by board and members with voting rights

Subdivision 1. Approval required. A corporation may be dissolved by the board and members with voting rights as provided in this section.

Subd. 2. Approval by board; plan of dissolution. The board shall adopt a resolution proposing dissolution of the corporation by the affirmative vote of a majority of all directors. The resolution must include a plan of dissolution that states to whom the assets owned or held by the corporation will be distributed after creditors are paid. The plan must comply with the requirements ofsection 317A.735. If the board will have discretion in distributing assets, the plan must state that the assets will be distributed to persons the board subsequently identifies. If there are members with voting rights, the resolution and plan of dissolution must be submitted to the members under subdivision 3.