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Minnesota Statutes, Title Minnesota Statutes

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Minnesota/Statutes

← All Minnesota coverage

Title Minnesota Statutes, Minnesota Statutes

1,133 chapters · 28,363 sections in this title.

All chapters in Title Minnesota Statutes28,363 Ch 336, UNIFORM COMMERCIAL CODE642 Ch 524, UNIFORM PROBATE CODE394 Ch 609, CRIMINAL CODE377 Ch 144, DEPARTMENT OF HEALTH361 Ch 469, ECONOMIC DEVELOPMENT257 Ch 473, METROPOLITAN GOVERNMENT247 Ch 148, PUBLIC HEALTH OCCUPATIONS206 Ch 169, TRAFFIC REGULATIONS200 Ch 256B, MEDICAL ASSISTANCE FOR NEEDY PERSONS196 Ch 60A, GENERAL INSURANCE POWERS195 Ch 13, GOVERNMENT DATA PRACTICES177 Ch 115A, WASTE MANAGEMENT171 Ch 325F, CONSUMER PROTECTION; PRODUCTS AND SALES168 Ch 383B, HENNEPIN COUNTY168

92 sections·Filtered byTitle Minnesota Statutes✕Ch 322C✕

Minn. Stat. § 322C.0705 ADMINISTRATIVE TERMINATION.
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322C.0705 ADMINISTRATIVE TERMINATION. (a) A domestic limited liability company that has not filed a renewal pursuant to this section is administratively terminated. The secretary of state shall issue a certificate of administrative termination which must be filed in the Office of…
Minn. Stat. § 322C.0706 REINSTATEMENT.
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322C.0706 REINSTATEMENT. (a) If a limited liability company is administratively terminated or has its authority to do business in Minnesota revoked, or if a company governed by chapter 322B was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, it …
Minn. Stat. § 322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES.
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322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES. § Subdivision 1.Application of assets to discharge obligations. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, includ…
Minn. Stat. § 322C.0708 ACTION BY ATTORNEY GENERAL.
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322C.0708 ACTION BY ATTORNEY GENERAL. § Subdivision 1.When permitted. A limited liability company may be involuntarily dissolved, wound up, and terminated by a decree of a court in this state in an action filed by the attorney general when it is established that: (1) the articles…

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Minn. Stat. § 322C.0801 GOVERNING LAW.

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322C.0801 GOVERNING LAW. § Subdivision 1.Scope of foreign law. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member, a manager as manager,…

Minn. Stat. § 322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY.

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322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total…

Minn. Stat. § 322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.

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322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS. § Subdivision 1.Activities not constituting transacting business. A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason o…

Minn. Stat. § 322C.0804 FILING OF CERTIFICATE OF AUTHORITY.

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322C.0804 FILING OF CERTIFICATE OF AUTHORITY. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the applicat…

Minn. Stat. § 322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY.

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322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY. § Subdivision 1.Noncomplying name. A foreign limited liability company whose name does not comply with section 322C.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting bus…

Minn. Stat. § 322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY.

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322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY. § Subdivision 1.Grounds. The certificate of authority of a foreign limited liability company to transact business in this state shall be revoked by the secretary of state if it fails: (1) to pay any fee due under the provisions of…

Minn. Stat. § 322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY.

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322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY. § Subdivision 1.Application. If a foreign limited liability company holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal. § Subd. 2.Contents. The …

Minn. Stat. § 322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY.

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322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY. § Subdivision 1.Certificate of authority required. A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority …

Minn. Stat. § 322C.0809 ACTION BY ATTORNEY GENERAL.

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322C.0809 ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 322C.0801 to 322C.0809. History: 2014 c 157 art 1 s 63

Minn. Stat. § 322C.0810 AMENDMENT OF FOREIGN REGISTRATION STATEMENT.

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322C.0810 AMENDMENT OF FOREIGN REGISTRATION STATEMENT. A registered foreign limited liability company shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in: (1) the name of the company; (2) the company's juri…

Minn. Stat. § 322C.0901 DIRECT ACTION BY MEMBER.

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322C.0901 DIRECT ACTION BY MEMBER. § Subdivision 1.Direct actions allowed. Subject to subdivision 2, a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the member's rights and otherwise protect the memb…

Minn. Stat. § 322C.0902 DERIVATIVE ACTION.

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322C.0902 DERIVATIVE ACTION. A member may maintain a derivative action to enforce a right of a limited liability company if: (1) the member first makes a demand on the other members in a member-managed limited liability company, the managers of a manager-managed limited liability…

Minn. Stat. § 322C.0903 PROPER PLAINTIFF.

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322C.0903 PROPER PLAINTIFF. § Subdivision 1.Member status required. Except as otherwise provided in subdivision 2, a derivative action under section 322C.0902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the ac…

Minn. Stat. § 322C.0904 PLEADING.

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322C.0904 PLEADING. In a derivative action under section 322C.0902, the complaint must state with particularity: (1) the date and content of the plaintiff's demand and the response to the demand by the other members, managers, or board of governors; or (2) if a demand has not bee…

Minn. Stat. § 322C.0905 SPECIAL LITIGATION COMMITTEE.

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322C.0905 SPECIAL LITIGATION COMMITTEE. § Subdivision 1.Committee authorization. If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and …

Minn. Stat. § 322C.0906 PROCEEDS AND EXPENSES.

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322C.0906 PROCEEDS AND EXPENSES. § Subdivision 1.Ownership of proceeds. Except as otherwise provided in subdivision 2: (1) any proceeds or other benefits of a derivative action under section 322C.0902, whether by judgment, compromise, or settlement, belong to the limited liabilit…

Minn. Stat. § 322C.1001 DEFINITIONS.

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322C.1001 DEFINITIONS. § Subdivision 1.Scope. For the purposes of sections 322C.1001 to 322C.1015, the terms defined in this section have the meanings given them. § Subd. 2.Constituent limited liability company. "Constituent limited liability company" means a constituent organiza…

Minn. Stat. § 322C.1002 MERGER; EXCHANGE.

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322C.1002 MERGER; EXCHANGE. § Subdivision 1.Prerequisites for merger. A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 322C.1003 to 322C.1005, and a plan of merger if: (1) the governing statute of each of th…

Minn. Stat. § 322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY.

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322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY. § Subdivision 1.Member consent required. Subject to section 322C.1015, a plan of merger or exchange must be consented to by all the members of a constituent limited liability company. § Subd.…

Minn. Stat. § 322C.1004 FILINGS REQUIRED FOR MERGER OR EXCHANGE; EFFECTIVE DATE AND TIME.

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322C.1004 FILINGS REQUIRED FOR MERGER OR EXCHANGE; EFFECTIVE DATE AND TIME. § Subdivision 1.Articles of merger or exchange. After each constituent organization has approved a merger or exchange, articles of merger or exchange must be signed on behalf of: (1) each constituent limi…

Minn. Stat. § 322C.1005 EFFECT OF MERGER.

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322C.1005 EFFECT OF MERGER. § Subdivision 1.Effect on constituent organizations. When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a s…

Minn. Stat. § 322C.1006 EFFECT OF EXCHANGE.

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322C.1006 EFFECT OF EXCHANGE. When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership i…

Minn. Stat. § 322C.1007 CONVERSION.

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322C.1007 CONVERSION. § Subdivision 1.Conversion requirements. Pursuant to this section, sections 322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited liability company, a foreign limited liability company, a nonprofit corporation, or an organiza…

Minn. Stat. § 322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY.

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322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY. § Subdivision 1.Member consent required. Subject to section 322C.1015, a plan of conversion must be consented to by all the members of a converting limited liability company. § Subd. 2.Amendment of pl…

Minn. Stat. § 322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.

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322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. § Subdivision 1.Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting limited liability company, the converting limited liability company shall file ar…

Minn. Stat. § 322C.1010 EFFECT OF CONVERSION.

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322C.1010 EFFECT OF CONVERSION. § Subdivision 1.Same entity. An organization that has been converted pursuant to sections 322C.1007 to 322C.1009 is for all purposes the same entity that existed before the conversion. § Subd. 2.Effect on converting organization. When a conversion …

Minn. Stat. § 322C.1011 DOMESTICATION.

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322C.1011 DOMESTICATION. § Subdivision 1.Foreign limited liability company. A foreign limited liability company may become a limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if: (1) the foreign limited liability comp…

Minn. Stat. § 322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY.

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322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY. § Subdivision 1.Consent required. A plan of domestication must be consented to: (1) by all the members, subject to section 322C.1015, if the domesticating company is a limited liability company;…

Minn. Stat. § 322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.

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322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. § Subdivision 1.Articles of domestication. After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with a total fee of $60, which ar…

Minn. Stat. § 322C.1014 EFFECT OF DOMESTICATION.

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322C.1014 EFFECT OF DOMESTICATION. § Subdivision 1.Effect on domesticating company. When a domestication takes effect: (1) the domesticated company is for all purposes the company that existed before the domestication; (2) all property owned by the domesticating company remains v…

Minn. Stat. § 322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.

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322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. § Subdivision 1.Personal liability of member. If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, …

Minn. Stat. § 322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES.

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322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES. § Subdivision 1.When authorized. If the parent organization is a domestic limited liability company, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one…

Minn. Stat. § 322C.1101 NONPROFIT LIMITED LIABILITY COMPANIES.

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322C.1101 NONPROFIT LIMITED LIABILITY COMPANIES. § Subdivision 1.Status as nonprofit limited liability company. A limited liability company is a nonprofit limited liability company if it is organized under or governed by this chapter and its articles of organization state that it…

Minn. Stat. § 322C.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.

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322C.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION. In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it. History: 2014 c 157 art 1 s 86

Minn. Stat. § 322C.1202 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.

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322C.1202 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not modify, limit, or…

Minn. Stat. § 322C.1203 SAVINGS CLAUSE.

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322C.1203 SAVINGS CLAUSE. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. History: 2014 c 157 art 1 s 88

Minn. Stat. § 322C.1204 APPLICATION TO EXISTING RELATIONSHIPS.

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322C.1204 APPLICATION TO EXISTING RELATIONSHIPS. § Subdivision 1.Before January 1, 2018. (a) On or after August 1, 2015, a limited liability company may not be formed under chapter 322B. (b) Before January 1, 2018, this chapter governs only: (1) a limited liability company formed…

Minn. Stat. § 322C.1205 STATE INTERESTED IN PROCEEDING.

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322C.1205 STATE INTERESTED IN PROCEEDING. If it appears at any stage of a proceeding in a court in this state that the state is, or is likely to be, interested in the proceeding or that it is a matter of general public interest, the court shall order that a copy of the complaint …