State of the Nonprofit Regulatory Environment in MINNESOTA

BIFURCD-BIFURC-NS

REGULATORY BODY: Not Specific

NOTES: No - Minnesota Charitable Solicitation Act, Minn. Stat. ch. 309

BIFURCD-REGIOF-NS

REGULATORY BODY: Not Specific

NOTES: Minnesota Attorney General http://www.ag.state.mn.us/charity/DownloadForms.asp

MN Code § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

REPORTS-ASSETS-OT

REGULATORY BODY: Other

NOTES: No

MN Code § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

REPORTS-MERGER-OT

REGULATORY BODY: Other

NOTES: File with Sec. of State M.S.A. 317A.615

REPORTS-AMMEND-AG

REGULATORY BODY: Attorney General

NOTES: No

MN Code § 317A.151

REGULATORY BODY: Other

STATUTE TEXT: 317A.151 FILING; EFFECTIVE DATE OF ARTICLES. Subdivision 1. Filing required. Articles of incorporation and articles of amendment must be filed with the secretary of state. Subd. 2. Effective date. Articles of incorporation are effective and corporate existence begins when the articles of incorporation are filed with the secretary of state accompanied by a payment of $70, which includes a $35 incorporation fee in addition to the $35 filing fee required by section 317A.011, subdivision 8. Articles of amendment are effective when filed with the secretary of state or at another time within 31 days after filing if the articles of amendment so provide. History: 1989 c 304 s 20; 1989 c 335 art 1 s 204

NOTES: File with Sec. of State, M.S.A. § 317A.151

MN Code § 309.53

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Must submit 990 and/or financial statement; if total revenue exceeds $750,000, must submit audited statement: Minn. Stat. § 309.53

MN Code § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811

MN Code § 317A.711

REGULATORY BODY: Other

STATUTE TEXT: 317A.711 VOLUNTARY DISSOLUTION BY INCORPORATORS. Subdivision 1. Manner. If the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected under section 317A.171, a corporation may be dissolved by the incorporators as provided in this section. Subd. 2. Articles of dissolution. (a) A majority of the incorporators shall sign articles of dissolution containing: (1) the name of the corporation; (2) the date of incorporation; (3) a statement that the first board of directors has not been named in the articles, designated or appointed pursuant to the articles, or elected at an organizational meeting; (4) a statement that no debts remain unpaid; and (5) a statement that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general or a statement that section 317A.811 is not applicable. (b) The articles of dissolution must be filed with the secretary of state. Subd. 3. Effective date. When the articles of dissolution have been filed with the secretary of state, the corporation is dissolved. Subd. 4. Certificate. The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains: (1) the name of the corporation; (2) the date the articles of dissolution were filed with the secretary of state; and (3) a statement that the corporation is dissolved. History: 1989 c 304 s 95; 1990 c 488 s 33; 2011 c 106 s 13

NOTES: File with Sec. of State, M.S.A. § 317A.711; Supervised voluntary dissolution (court can be requested to supervise dissolution), M.S.A. § 317A.741

MN Code § 317A.741

REGULATORY BODY: Other

STATUTE TEXT: 317A.741 SUPERVISED VOLUNTARY DISSOLUTION. After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may apply to a court within the county in which the registered office of the corporation is located to have the dissolution conducted or continued under the supervision of the court under sections 317A.751 to 317A.765. History: 1989 c 304 s 105

NOTES: File with Sec. of State, M.S.A. § 317A.711; Supervised voluntary dissolution (court can be requested to supervise dissolution), M.S.A. § 317A.741

MN Code § 317A.811

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD. Subdivision 1. When required. (a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets: (1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2; or (2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. (b) The notice must include: (1) the purpose of the corporation that is giving the notice; (2) a list of assets owned or held by the corporation for charitable purposes; (3) a description of restricted assets and purposes for which the assets were received; (4) a description of debts, obligations, and liabilities of the corporation; (5) a description of tangible assets being converted to cash and the manner in which they will be sold; (6) anticipated expenses of the transaction, including attorney fees; (7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization; (8) the purposes of persons receiving the assets or of the converted organization; and (9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets. The notice must be signed on behalf of the corporation by an authorized person. Subd. 2. Restriction on transfers. Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period. Subd. 3. Extension of waiting period. The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended. Subd. 4. Notice after transfer. When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received. Subd. 5. Effect. Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action. Subd. 6. Exception. Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general. History: 1989 c 304 s 118; 1990 c 488 s 36-38; 2017 c 17 s 16-18

NOTES: M.S.A. § 317A.811; M.S.A. § 317A.751.

MN Code § 317A.751

REGULATORY BODY: Attorney General

STATUTE TEXT: 317A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. Subdivision 1. General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in this section. Subd. 2. Supervised voluntary dissolution. A court may grant equitable relief in a supervised voluntary dissolution under section 317A.741. Subd. 3. Action by director or members with voting rights. A court may grant equitable relief in an action by a director or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that: (1) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute; (2) the directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers; (3) the members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; (4) the corporate assets are being misapplied or wasted; or (5) the period of duration as provided in the articles has expired. Subd. 4. Action by creditor. A court may grant equitable relief in an action by a creditor when: (1) the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or (2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities. Subd. 5. Action by attorney general. A court may grant equitable relief in an action by the attorney general when it is established that: (1) the articles and certificate of incorporation were obtained through fraud; (2) the corporation should not have been formed under this chapter; (3) the corporation failed to comply with the requirements of sections 317A.021 to 317A.155 essential to incorporation under or election to become governed by this chapter; (4) the corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; (5) the corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers; (6) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise; (7) the corporation has liabilities and obligations exceeding the corporate assets; (8) the period of corporate existence has ended without extension; (9) the corporation has failed for a period of 90 days to pay fees, charges, or penalties required by this chapter; (10) the corporation has failed for a period of 30 days after changing its registered office to file with the secretary of state a statement of the change; (11) the corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state, the attorney general, the commissioner of human services, commissioner of commerce, or commissioner of revenue, to the corporation, its officers, or directors; (12) the corporation has solicited property and has failed to use it for the purpose solicited; or (13) the corporation has fraudulently used or solicited property. Subd. 6. Condition of corporation. In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent. Subd. 7. Dissolution as remedy. In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case. Subd. 8. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys fees and disbursements, to any of the other parties. Subd. 9. Venue; parties. Proceedings under this section must be brought in a court within the county in which the registered office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally. History: 1989 c 304 s 106; 1992 c 503 s 13; 2011 c 106 s 15

NOTES: M.S.A. § 317A.811; M.S.A. § 317A.751.

MN Code § 317A.765

REGULATORY BODY: Other

STATUTE TEXT: 317A.765 FILING DECREE. After the court enters a decree dissolving a corporation, the court administrator shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree. History: 1989 c 304 s 111

NOTES: Filing with Sec. of State M.S.A. § 317A.765

DISSOLV-ADMINI-AG

REGULATORY BODY: Attorney General

DISSOLV-ADMINI-OT

REGULATORY BODY: Other

HOSPCON-STATUT-NS

REGULATORY BODY: Not Specific

NOTES: No

HOSPCON-OVERSI-AG

REGULATORY BODY: Attorney General

HOSPCON-OVERSI-OT

REGULATORY BODY: Other

HOSPCON-FILING-OT

REGULATORY BODY: Other

MN Code § 309.53(3)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.53(3)

AUDITFI-THRESH-NS

REGULATORY BODY: Not Specific

NOTES: 750000

MN Code § 309.52

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.52

MN Code § 309.515(1)(b)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(b)

MN Code § 309.515(1)(a)(1)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(a)(1) ($25k and w/ no professional solicitor)

MN Code § 309.515(1)(c)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(c)

ORGTYPE-GOVMNT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-HOSPIT-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-VETERA-NS

REGULATORY BODY: Not Specific

NOTES: NO

MN Code § 309.515(1)(f)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(f) (100 contributors)

ORGTYPE-FNDNOS-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CTRUST-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-PTOEDU-NS

REGULATORY BODY: Not Specific

NOTES: NO

ORGTYPE-CONGRE-NS

REGULATORY BODY: Not Specific

NOTES: NO

MN Code § 309.515(1)(a)(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(a)(2)

MN Code § 309.515(1)(d)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.515(1)(d) (w/ no professional solicitor)

MN Code § 309.50(4)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: M.S.A. § 309.50(4)

MN Code § 309.515(1)(e))

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Specified beneficiary (M.S.A. § 309.515(1)(e)); licensed and bonded auctioneers M.S.A. 309.515(1)(g)

MN Code § 317A.751

REGULATORY BODY: Not Specific

STATUTE TEXT: 317A.751 JUDICIAL INTERVENTION; EQUITABLE REMEDIES OR DISSOLUTION. Subdivision 1. General; when permitted. A court may grant equitable relief it considers just and reasonable in the circumstances or may dissolve a corporation and liquidate its assets and business as provided in this section. Subd. 2. Supervised voluntary dissolution. A court may grant equitable relief in a supervised voluntary dissolution under section 317A.741. Subd. 3. Action by director or members with voting rights. A court may grant equitable relief in an action by a director or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, when it is established that: (1) the directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the corporate affairs, the members cannot break the deadlock, and the corporation or the parties have not provided for a procedure to resolve the dispute; (2) the directors or those in control of the corporation have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers; (3) the members of the corporation are so divided in voting power that, for a period that includes the time when two consecutive regular meetings were held, they have failed to elect successors to directors whose terms have expired or would have expired upon the election and qualification of their successors; (4) the corporate assets are being misapplied or wasted; or (5) the period of duration as provided in the articles has expired. Subd. 4. Action by creditor. A court may grant equitable relief in an action by a creditor when: (1) the claim of the creditor has been reduced to judgment and an execution on it has been returned unsatisfied; or (2) the corporation has admitted in writing that the claim of the creditor is due and owing and it is established that the corporation cannot pay its debts in the ordinary course of its activities. Subd. 5. Action by attorney general. A court may grant equitable relief in an action by the attorney general when it is established that: (1) the articles and certificate of incorporation were obtained through fraud; (2) the corporation should not have been formed under this chapter; (3) the corporation failed to comply with the requirements of sections 317A.021 to 317A.155 essential to incorporation under or election to become governed by this chapter; (4) the corporation has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; (5) the corporation has engaged in an unauthorized act, contract, conveyance, or transfer or has exceeded its powers; (6) the corporation has acted, or failed to act, in a manner that constitutes surrender or abandonment of the corporate purpose, franchise, privileges, or enterprise; (7) the corporation has liabilities and obligations exceeding the corporate assets; (8) the period of corporate existence has ended without extension; (9) the corporation has failed for a period of 90 days to pay fees, charges, or penalties required by this chapter; (10) the corporation has failed for a period of 30 days after changing its registered office to file with the secretary of state a statement of the change; (11) the corporation has answered falsely or failed to answer a reasonable written interrogatory from the secretary of state, the attorney general, the commissioner of human services, commissioner of commerce, or commissioner of revenue, to the corporation, its officers, or directors; (12) the corporation has solicited property and has failed to use it for the purpose solicited; or (13) the corporation has fraudulently used or solicited property. Subd. 6. Condition of corporation. In determining whether to order equitable relief or dissolution under this section, the court shall consider the financial condition of the corporation but may not refuse to order equitable relief or dissolution solely on the ground that the corporation is solvent. Subd. 7. Dissolution as remedy. In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case. Subd. 8. Expenses. If the court finds that a party to a proceeding brought under this section has acted arbitrarily, vexatiously, or otherwise not in good faith, it may award reasonable expenses, including attorneys fees and disbursements, to any of the other parties. Subd. 9. Venue; parties. Proceedings under this section must be brought in a court within the county in which the registered office of the corporation is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally. History: 1989 c 304 s 106; 1992 c 503 s 13; 2011 c 106 s 15

NOTES: M.S.A. § 317A.751

REMEDYT-BRDRMV-NS

REGULATORY BODY: Not Specific

NOTES: M.S.A. 317A.751(7): “In deciding whether to order dissolution, the court shall consider whether lesser relief suggested by one or more parties, such as any form of equitable relief or a partial liquidation, would be adequate to permanently relieve the circumstances established under subdivision 3, 4, or 5. Lesser relief may be ordered if it would be appropriate under the facts and circumstances of the case.”

MN Code § 309.531

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Minn. Stat. § 309.531

MN Code § 309.531

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Minn. Stat. § 309.531 included in definition of “Professional fund-raiser” in Minn. Stat. § 309.50(6)

MN Code § 309.50(6)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Minn. Stat. § 309.531 included in definition of “Professional fund-raiser” in Minn. Stat. § 309.50(6)

FNDRAZE-VENTUR-NS

REGULATORY BODY: Not Specific

MN Code § 309.531

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Solicitor must file both the contract with the charitable org as well as a solicitation notice with the AG before beginning solicitation activities. Minn. Stat. § 309.531; “Professional fundraisers that are involved in soliciting donations in Minnesota must-in addition to registering annually as described above-also submit a”Solicitation Notice” and a “Solicitation Campaign Financial Report” for each solicitation campaign they conduct on behalf of a charity.” http://www.ag.state.mn.us/Charity/InfoProfessionalFundRaisers.asp

MN Code § 309.556(2)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Minn. Stat. § 309.556(2)

MN Code § 309.52(1)(m)

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Minn. Stat. § 309.52(1)(m)

MN Code § 309.531

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Must submit financial report for campaign within 90 days of the end of the campaign or within 90 days after the anniversary of a campaign lasting longer than one year. Minn. Stat. § 309.531

MN Code § 309.531

REGULATORY BODY: Not Specific

STATUTE TEXT:

NOTES: Yes: if prof. fundraiser has custody or access to contributions, registration statement must include a bond in sum of $20k; Minn. Stat. § 309.531

1 Bifurcation of charitable regulatory body

Bifurcated Regulatory Structure

BIFURCD-BIFURC-NS

Registration Office

BIFURCD-REGIOF-NS

2 Notice, Filing or Review of Transactions

Sale of Assets

MN Code § 317A.811

REPORTS-ASSETS-OT

Mergers

MN Code § 317A.811

REPORTS-MERGER-OT

Certificate of Amendments

REPORTS-AMMEND-AG

MN Code § 317A.151

Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?

MN Code § 309.53

3 Notice or Action for Dissolutions

Voluntary Dissolutions

MN Code § 317A.811

MN Code § 317A.711

MN Code § 317A.741

Judicial Dissolutions

MN Code § 317A.811

MN Code § 317A.751

MN Code § 317A.765

Administrative Dissolutions

DISSOLV-ADMINI-AG

DISSOLV-ADMINI-OT

4 Notice, Oversight or Filing of Hospital Conversions

Has Statute

HOSPCON-STATUT-NS

Requires Notice or Oversight

HOSPCON-OVERSI-AG

HOSPCON-OVERSI-OT

Requires Filing

HOSPCON-FILING-OT

5 Audits

Requires Audit

MN Code § 309.53(3)

Audit Threshold

AUDITFI-THRESH-NS

6 Registration Law

Registration Law

MN Code § 309.52

7 Exemptions from Registering for Specific Organization Types

Religious Organizations

MN Code § 309.515(1)(b)

Small organizations

MN Code § 309.515(1)(a)(1)

Educational Institutions

MN Code § 309.515(1)(c)

Governmental Organizations

ORGTYPE-GOVMNT-NS

Hospitals

ORGTYPE-HOSPIT-NS

Veterans organizations

ORGTYPE-VETERA-NS

Foundations

MN Code § 309.515(1)(f)

Foundations that don’t solicit contributions

ORGTYPE-FNDNOS-NS

Charitable Trusts

ORGTYPE-CTRUST-NS

Parent-Teacher Organizations

ORGTYPE-PTOEDU-NS

Reports to congress

ORGTYPE-CONGRE-NS

Non-soliciting

MN Code § 309.515(1)(a)(2)

Fraternal/ Membership

MN Code § 309.515(1)(d)

Political Orgs

MN Code § 309.50(4)

Other

MN Code § 309.515(1)(e))

8 Defined remedies

Dissolution

MN Code § 317A.751

Removal of Board Members