2025 Session
Last amended: 2014 session
§ 322C.0106 — Governing Law
Plain-Language Summary
Minnesota law governs the internal affairs of any LLC formed in Minnesota, as well as the personal liability of members, managers, and governors for the LLC's debts and obligations.
322C.0106 GOVERNING LAW.
The law of this state governs:
(1) the internal affairs of a limited liability company; and
(2) the liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability company.
History:
History: History:
2014 c 157 art 1 s 6
Practical Notes
When this applies: When determining which state’s law applies to disputes involving a Minnesota LLC’s internal operations or member liability. Who this affects: LLC members, managers, governors, creditors, and anyone in a legal dispute involving a Minnesota LLC. Key points: Even if the LLC does business in multiple states, Minnesota law controls the LLC’s internal affairs (such as member rights, management structure, and fiduciary duties) and the liability shield for members, managers, and governors. This is important in multi-state disputes. The operating agreement cannot override this governing-law provision.