Chapter 322C — Minnesota Revised Uniform Limited Liability Company Act

322C.0101 Citation This chapter is officially called the 'Minnesota Revised Uniform Limited Liability Company Act.' 322C.0102 Definitions This section defines key terms used throughout Minnesota's Revised Uniform Limited Liability Company Act (Chapter 322C). … 322C.0103 Knowledge; Notice Defines when a person 'knows' a fact, has 'notice' of a fact, or gives 'notification' of a fact under the LLC Act. 322C.0104 Nature, Purpose, and Duration of Limited Liability Company Lists how the LLC Act interacts with other Minnesota laws, including the Uniform Commercial Code and partnership law. 322C.0105 Powers An LLC's operating agreement controls the LLC's operations. Members can modify most default rules, but certain … 322C.0106 Governing Law Minnesota law governs the internal affairs of any LLC formed in Minnesota, as well as the personal liability of members, … 322C.0107 Supplemental Principles of Law Agreements that restrict the transfer of an LLC interest are enforceable even if they are unreasonable. 322C.0108 Limited Liability Company Name The LLC Act does not require the operating agreement to be in writing, but certain provisions may need to be in a record … 322C.0109 Reserved Name The operating agreement may vary the procedures for starting a court proceeding or arbitration related to the LLC. 322C.0110 Operating Agreement; Scope, Function, and Limitations The operating agreement is the primary governing document for a Minnesota LLC. It controls relations among members, the … 322C.0111 Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement A person or entity owes a duty to the LLC if it has knowledge of a fact that it is required to know, even if a … 322C.0112 Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company LLC members and managers have a duty of loyalty and a duty of care to the LLC and other members. These duties include … 322C.0113 Office and Agent for Service of Process The operating agreement may limit the personal liability of members and managers for breaches of duty, except for bad … 322C.0114 Change of Registered Office or Agent for Service of Process Specifies when lawsuits and other legal proceedings may be filed against an LLC. 322C.0115 Resignation of Agent for Service of Process LLC members and managers may rely in good faith on opinions, reports, and information provided by professionals like … 322C.0116 Service of Process on Limited Liability Company Members and managers may seek court approval before taking an action, and the court's approval protects them from … 322C.0117 Legal Recognition of Electronic Records and Signatures The operating agreement may provide for mandatory indemnification and advancement of expenses for members and managers … 322C.0201 Formation of Limited Liability Company; Articles of Organization This section explains how to form a limited liability company (LLC) in Minnesota. One or more people can create an LLC … 322C.0202 Amendment or Restatement of Articles of Organization An LLC is formed by filing articles of organization with the Secretary of State. The articles must include the LLC's … 322C.0203 Signing of Records to Be Filed With Secretary of State LLC articles of organization may be amended by filing articles of amendment with the Secretary of State. 322C.0204 Signing and Filing Pursuant to Judicial Order The Secretary of State must file LLC documents that meet legal requirements and issue a certificate confirming the … 322C.0205 Filing of Records With Secretary of State; Effective Time and Date A filed document from the Secretary of State is evidence that the LLC exists and that the filing requirements were met. 322C.0206 Liability for Inaccurate Information in Filed Record Filing corrections or amendments to LLC documents with the Secretary of State. 322C.0207 Certificate of Existence or Authorization The Secretary of State may charge fees for filing LLC documents. 322C.0208 Annual Report for Secretary of State The Secretary of State may adopt rules to carry out the LLC filing requirements. 322C.0301 No Agency Power of Member as Member Being a member of an LLC does not automatically give you the power to act on behalf of the LLC or enter into contracts … 322C.0302 Statement of Authority LLC members and managers can sign contracts and take other actions on behalf of the LLC. In a member-managed LLC, each … 322C.0303 Statement of Denial An LLC is not automatically responsible for the wrongful acts of a member or manager unless the act was within the scope … 322C.0304 Liability of Members, Managers, and Governors Members, managers, and governors of a Minnesota LLC are not personally liable for the LLC's debts just because of their … 322C.0401 Becoming a Member This section explains how people become members of an LLC. Initial members are determined by agreement before or at the … 322C.0402 Form of Contribution A person becomes a member of an LLC upon formation (if they are listed in the articles), by the terms of the operating … 322C.0403 Liability for Contributions In a member-managed LLC, all members have equal rights in management. In a manager-managed LLC, managers run the … 322C.0404 Sharing of and Right to Distributions Before Dissolution Before an LLC dissolves, any distributions to members must be made in equal shares unless the operating agreement says … 322C.0405 Limitations on Distribution Describes when a member's consent or vote is needed for LLC actions and how voting works. 322C.0406 Liability for Improper Distributions Explains how members and managers can access the LLC's records and information. 322C.0407 Management of Limited Liability Company Members have a right to demand and receive certain information from the LLC. 322C.0408 Indemnification and Insurance Former members and managers retain the right to access LLC information relevant to the period when they were members. 322C.0409 Standards of Conduct for Members, Managers, and Governors Courts can order disclosure of LLC information if a member or former member makes a proper demand that the LLC refuses. 322C.0410 Right of Members, Managers, Governors, and Dissociated Members to Information The duty of LLC members and managers to provide information is subject to the operating agreement, but cannot be … 322C.0501 Nature of Transferable Interest Members contribute money, property, or services to the LLC as agreed in the operating agreement. Members are personally … 322C.0502 Transfer of Transferable Interest An LLC member may transfer their financial interest in the LLC (the right to receive distributions), but a transfer … 322C.0503 Charging Order LLC profits and losses are shared equally among members unless the operating agreement says otherwise. 322C.0504 Power of Personal Representative of Deceased Member Distributions from the LLC (like profit payments) must be made equally to all members unless the operating agreement … 322C.0601 Member's Power to Dissociate; Wrongful Dissociation An LLC member always has the power to withdraw (dissociate) from the LLC, but the withdrawal may be 'wrongful' if it … 322C.0602 Events Causing Dissociation A member can leave the LLC voluntarily by following the operating agreement or by giving 90 days notice to the other … 322C.0603 Effect of Person's Dissociation as Member A member may be expelled from the LLC by other members' vote, by court order, or upon certain events like bankruptcy. 322C.0701 Events Causing Dissolution An LLC is dissolved (closed down) when certain events happen: all members agree to dissolve, the operating agreement … 322C.0702 Winding up A transferable interest in an LLC can be transferred (sold or given away) in whole or in part. 322C.0703 Known Claims Against Dissolved Limited Liability Company When a member dies or transfers their entire interest, they lose their management and voting rights but retain their … 322C.0704 Other Claims Against Dissolved Limited Liability Company The personal creditors of an LLC member can get a court charging order against the member's LLC interest, but cannot … 322C.0705 Administrative Termination A charging order is the only way a personal creditor of a member can reach the member's LLC interest. 322C.0706 Reinstatement A court may order foreclosure of a member's interest if a charging order does not satisfy the debt. 322C.0707 Distribution of Assets in Winding up Limited Liability Company's Activities The operating agreement can restrict or prohibit the transfer of LLC membership interests. 322C.0708 Action by Attorney General An LLC may acquire its own membership interests by purchase or redemption. 322C.0801 Governing Law An LLC can be dissolved by events specified in the operating agreement, by consent of all members, or by court order. 322C.0802 Application for Certificate of Authority A court can dissolve an LLC if members cannot work together, the LLC's purpose is frustrated, or management deadlock … 322C.0803 Transactions Not Constituting Transacting Business After dissolution, the LLC continues to exist only for the purpose of winding up its business and affairs. 322C.0804 Filing of Certificate of Authority During winding up, the LLC must notify creditors and settle claims. 322C.0805 Noncomplying Name of Foreign Limited Liability Company Known claims against a dissolved LLC must be made within the time specified in the notice of dissolution. 322C.0806 Revocation of Certificate of Authority Unknown claims against a dissolved LLC are barred if not brought within five years of filing the articles of … 322C.0807 Withdrawal of Foreign Limited Liability Company After paying all debts, the LLC distributes remaining assets to members in proportion to their interests. 322C.0808 Effect of Failure to Have Certificate of Authority A member or manager may apply to a court for oversight of the winding up process. 322C.0809 Action by Attorney General A dissolved LLC must file articles of termination with the Secretary of State after completing the winding up process. 322C.0810 Amendment of Foreign Registration Statement A dissolved LLC can be revived (un-dissolved) by filing articles of revocation of dissolution with the Secretary of … 322C.0901 Direct Action by Member A member of an LLC can bring a direct lawsuit against the LLC or another member for injury to the member's own … 322C.0902 Derivative Action A member can bring a derivative action (lawsuit on behalf of the LLC) when the LLC's managers or members refuse to act. 322C.0903 Proper Plaintiff Before filing a derivative action, a member must make a written demand on the LLC to take action, unless demand would be … 322C.0904 Pleading The court must approve any settlement of a derivative action. 322C.0905 Special Litigation Committee The court may award the member their attorney fees and costs if the derivative action succeeds. 322C.0906 Proceeds and Expenses A derivative action may also be brought by a person who was a member at the time of the conduct complained of. 322C.1001 Definitions A foreign LLC (formed in another state) must register with the Secretary of State before doing business in Minnesota. 322C.1002 Merger; Exchange Defines what activities count as 'doing business' in Minnesota for the purpose of requiring a foreign LLC to register. 322C.1003 Action on Plan of Merger or Exchange by Constituent Limited Liability Company A foreign LLC registers in Minnesota by filing a certificate of authority with the Secretary of State. 322C.1004 Filings Required for Merger or Exchange; Effective Date and Time A foreign LLC must keep its registration current and may amend it to reflect changes. 322C.1005 Effect of Merger A foreign LLC may cancel its registration when it stops doing business in Minnesota. 322C.1006 Effect of Exchange A foreign LLC that does business in Minnesota without registering cannot sue in Minnesota courts until it registers. 322C.1007 Conversion Minnesota courts have jurisdiction over foreign LLCs doing business in the state. 322C.1008 Action on Plan of Conversion by Converting Limited Liability Company A foreign LLC that registers in Minnesota is subject to Minnesota law for its business activities here. 322C.1009 Filings Required for Conversion; Effective Date and Time The Secretary of State may revoke a foreign LLC's registration for failure to file required reports or maintain a … 322C.1010 Effect of Conversion A foreign LLC whose registration is revoked may apply for reinstatement. 322C.1011 Domestication The internal affairs of a foreign LLC are governed by the law of the state where it was formed. 322C.1012 Action on Plan of Domestication by Domesticating Limited Liability Company A foreign LLC can convert (change) to a Minnesota LLC or a Minnesota LLC can convert to a foreign LLC. 322C.1013 Filings Required for Domestication; Effective Date Describes the filing requirements for converting between a foreign LLC and a Minnesota LLC. 322C.1014 Effect of Domestication An LLC can merge with another LLC or other business entity. 322C.1015 Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications Describes the filing requirements and procedures for merging LLCs or converting between entity types. 322C.1016 Merger of Wholly Owned Subsidiaries An LLC may domesticate (move its legal home) from one state to another. 322C.1101 Nonprofit Limited Liability Companies The Secretary of State must file an LLC's annual renewal. Failure to file may result in dissolution. 322C.1201 Uniformity of Application and Construction Provides transition rules for LLCs formed before the current LLC Act took effect on August 1, 2015. 322C.1202 Relation to Electronic Signatures in Global and National Commerce Act LLCs formed under the old law (Chapter 322B) are governed by the new LLC Act (Chapter 322C) starting August 1, 2015. 322C.1203 Savings Clause Savings clause: legal proceedings, rights, and liabilities from before the new LLC Act continue under the old law. 322C.1204 Application to Existing Relationships LLC agreements made under the old law remain valid under the new LLC Act. 322C.1205 State Interested in Proceeding Provides additional transition rules for specific situations, including pending mergers and conversions.