Title Minnesota Statutes, Minnesota Statutes

322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER. § Subdivision 1.No automatic agency. A member is not an agent of a limited liability company solely by reason of being a member. § Subd. 2.Other law not affected. A person's status as a member does not prevent or restrict law other t…

322C.0302 STATEMENT OF AUTHORITY. § Subdivision 1.Filing of statement with secretary of state; contents. A limited liability company may file with the secretary of state a statement of authority. The statement: (1) must include the name of the company and the street address of it…

322C.0303 STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of au…

322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS. § Subdivision 1.Liability shield for members, managers, and governors. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, …

322C.0401 BECOMING A MEMBER. § Subdivision 1.One initial member. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be,…

322C.0402 FORM OF CONTRIBUTION. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be…

322C.0403 LIABILITY FOR CONTRIBUTIONS. § Subdivision 1.Impracticability no excuse. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a r…

322C.0404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. § Subdivision 1.Equal distributions. Subject to section 322C.1204, subdivision 3, clause (3), items (i) through (iv), any distributions made by a limited liability company before its dissolution and winding up mu…

322C.0405 LIMITATIONS ON DISTRIBUTION. § Subdivision 1.Distribution restrictions. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activ…

322C.0406 LIABILITY FOR IMPROPER DISTRIBUTIONS. § Subdivision 1.Personal liability for decision makers. Except as otherwise provided in subdivision 2, if a member of a member-managed limited liability company, manager of a manager-managed limited liability company, or governor of…

322C.0407 MANAGEMENT OF LIMITED LIABILITY COMPANY. § Subdivision 1.Member-managed default. Except as provided in section 322C.1101, subdivision 5, with respect to nonprofit limited liability companies, a limited liability company is a member-managed limited liability company unle…

322C.0408 INDEMNIFICATION AND INSURANCE. § Subdivision 1.Definitions. (a) For purposes of this section, the terms defined in this subdivision have the meanings given them. (b) "Limited liability company" includes a domestic or foreign limited liability company that was the predec…

322C.0409 STANDARDS OF CONDUCT FOR MEMBERS, MANAGERS, AND GOVERNORS. § Subdivision 1.Scope of duties. A member of a member-managed limited liability company owes to the company and, subject to section 322C.0901, subdivision 2, the other members the fiduciary duties of loyalty and…

322C.0410 RIGHT OF MEMBERS, MANAGERS, GOVERNORS, AND DISSOCIATED MEMBERS TO INFORMATION. § Subdivision 1.Member-managed company rules. In a member-managed limited liability company, the following rules apply: (1) On reasonable notice, a member may inspect and copy during regular …

322C.0501 NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property. History: 2014 c 157 art 1 s 40

322C.0502 TRANSFER OF TRANSFERABLE INTEREST. § Subdivision 1.Transfers. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activit…

322C.0503 CHARGING ORDER. § Subdivision 1.Charging order against transferable interest. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the j…

322C.0504 POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in section 322C.0502, subdivision 3, and, for the purposes of settling the…

322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. § Subdivision 1.Power to dissociate. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 322C.0602, clause (1). § Subd. 2.Wr…

322C.0602 EVENTS CAUSING DISSOCIATION. A person is dissociated as a member from a limited liability company when: (1) the company has notice of the person's express will to withdraw as a member, but, if the person specified a withdrawal date later than the date the company had no…

322C.0603 EFFECT OF PERSON'S DISSOCIATION AS MEMBER. § Subdivision 1.Effect of dissociation. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities termin…

322C.0701 EVENTS CAUSING DISSOLUTION. § Subdivision 1.Dissolution events. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolutio…

322C.0702 WINDING UP. § Subdivision 1.Winding up required. A dissolved limited liability company shall wind up its activities, and the company continues after dissolution only for the purpose of winding up. § Subd. 2.Winding up process. In winding up its activities, a limited lia…

322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. § Subdivision 1.Notice of known claims. Except as otherwise provided in subdivision 4, a dissolved limited liability company may give notice of a known claim under subdivision 2 that has the effect as provided in…

322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. § Subdivision 1.Publication of notice. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. § …

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…

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 …

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…

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…

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,…

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…

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…

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…

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…

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…

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 …

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 …

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

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…

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…

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…

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…

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…

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 …

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…

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…