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 Establishes the basic legal nature of a Minnesota limited liability company: it is a separate legal entity distinct from … 322C.0105 Powers This section sets out the powers of a Minnesota limited liability company. An LLC can sue and be sued in its own name … 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 This section provides that the general principles of law and equity (such as contract law, agency, fraud, and estoppel) … 322C.0108 Limited Liability Company Name This section sets the naming rules for a Minnesota limited liability company. The name must be in English letters, must … 322C.0109 Reserved Name This section allows a person to reserve the exclusive use of a limited liability company name (including an alternate … 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 This section governs how an LLC's operating agreement binds the company and its members. A limited liability company is … 322C.0112 Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company This section governs the operating agreement of a Minnesota LLC and its relationship to outside parties and to records … 322C.0113 Office and Agent for Service of Process Every Minnesota limited liability company must maintain a registered office and may also designate a registered agent … 322C.0114 Change of Registered Office or Agent for Service of Process Allows a Minnesota limited liability company to change its registered office or its registered agent, and allows the … 322C.0115 Resignation of Agent for Service of Process This section allows a registered agent for service of process of a Minnesota limited liability company to resign, … 322C.0116 Service of Process on Limited Liability Company This section governs how legal process, notices, and demands are served on a Minnesota or foreign limited liability … 322C.0117 Legal Recognition of Electronic Records and Signatures This section provides that, for purposes of Minnesota's limited liability company law (Chapter 322C), a record or … 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 This section governs how a Minnesota limited liability company changes its articles of organization after they have been … 322C.0203 Signing of Records to Be Filed With Secretary of State This section sets the signing requirements for records that a limited liability company files with the Minnesota … 322C.0204 Signing and Filing Pursuant to Judicial Order This section lets a person who is harmed by another's failure to sign or file a required record petition the appropriate … 322C.0205 Filing of Records With Secretary of State; Effective Time and Date This section governs how records (such as formation documents) are filed with the Minnesota Secretary of State for a … 322C.0206 Liability for Inaccurate Information in Filed Record This section makes certain people liable for losses caused by inaccurate information in an LLC record filed with the … 322C.0207 Certificate of Existence or Authorization This section lets the Minnesota Secretary of State issue a certificate of existence for a limited liability company to … 322C.0208 Annual Report for Secretary of State This section governs the annual renewal that Minnesota limited liability companies and foreign limited liability … 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 This section lets a Minnesota LLC file a statement of authority with the secretary of state that spells out who can bind … 322C.0303 Statement of Denial This section lets a person who was named in a filed statement of authority (a record granting that person authority to … 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 This section defines what a contribution to a Minnesota limited liability company may consist of. A contribution can be … 322C.0403 Liability for Contributions A member's promise to contribute money or property to a Minnesota LLC is not excused by the member's death, disability, … 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 This section restricts when a Minnesota limited liability company may make distributions to its members. A distribution … 322C.0406 Liability for Improper Distributions This section makes members, managers, or governors personally liable to a Minnesota LLC when they consent to a … 322C.0407 Management of Limited Liability Company This section sets the default management rules for a Minnesota limited liability company. An LLC is member-managed … 322C.0408 Indemnification and Insurance This section governs when a Minnesota limited liability company must indemnify (reimburse) a person, such as a member, … 322C.0409 Standards of Conduct for Members, Managers, and Governors This section sets the standards of conduct (the fiduciary duties of loyalty and care) that members, managers, and … 322C.0410 Right of Members, Managers, Governors, and Dissociated Members to Information This section gives members of a Minnesota limited liability company the right to inspect and copy company records and to … 322C.0501 Nature of Transferable Interest This section establishes that a transferable interest in a Minnesota limited liability company is personal property. A … 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 This section lets a judgment creditor of an LLC member or transferee ask a court for a charging order, which places a … 322C.0504 Power of Personal Representative of Deceased Member When a member of a Minnesota limited liability company dies, the deceased member's personal representative or other … 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 This section lists the 14 events that cause a person to stop being a member (to be dissociated) of a Minnesota limited … 322C.0603 Effect of Person's Dissociation as Member This section sets out what happens once a person has been dissociated as a member of a Minnesota limited liability … 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 This section governs how a dissolved Minnesota limited liability company winds up its activities. The company continues … 322C.0703 Known Claims Against Dissolved Limited Liability Company This section lets a dissolved Minnesota LLC cut off known claims against it by sending each known claimant a written … 322C.0704 Other Claims Against Dissolved Limited Liability Company After a Minnesota LLC dissolves, it may publish notice in a local newspaper inviting claimants to come forward, and any … 322C.0705 Administrative Termination A limited liability company that does not file its required renewal is administratively terminated by the Secretary of … 322C.0706 Reinstatement A limited liability company that has been administratively terminated, or has had its authority to do business in … 322C.0707 Distribution of Assets in Winding up Limited Liability Company's Activities When a Minnesota LLC is winding up its activities, it must first use its assets to pay its obligations to creditors … 322C.0708 Action by Attorney General This section lets the Minnesota attorney general bring a court action to involuntarily dissolve, wind up, and terminate … 322C.0801 Governing Law This section sets the governing law for foreign limited liability companies (those formed outside Minnesota). The law of … 322C.0802 Application for Certificate of Authority Before transacting business in Minnesota, a foreign (out-of-state) limited liability company must obtain a certificate … 322C.0803 Transactions Not Constituting Transacting Business This section lists the activities that, by themselves, do not count as a foreign limited liability company transacting … 322C.0804 Filing of Certificate of Authority This section directs the Minnesota secretary of state to file a foreign limited liability company's application for a … 322C.0805 Noncomplying Name of Foreign Limited Liability Company A foreign limited liability company whose name does not comply with Minnesota naming requirements cannot obtain a … 322C.0806 Revocation of Certificate of Authority This section sets out the grounds and process for the Minnesota Secretary of State to revoke a foreign (out-of-state) … 322C.0807 Withdrawal of Foreign Limited Liability Company This section governs how a foreign (out-of-state) limited liability company that holds a Minnesota certificate of … 322C.0808 Effect of Failure to Have Certificate of Authority A foreign limited liability company (one formed outside Minnesota) that transacts business in the state cannot bring or … 322C.0809 Action by Attorney General This section authorizes the Minnesota Attorney General to bring a court action to stop (enjoin) a foreign limited … 322C.0810 Amendment of Foreign Registration Statement A foreign limited liability company that is registered to do business in Minnesota must file an amendment to its foreign … 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 This section sets who may bring a derivative action on behalf of a Minnesota limited liability company. The plaintiff … 322C.0904 Pleading In a derivative action brought on behalf of a limited liability company, the complaint must plead with particularity … 322C.0905 Special Litigation Committee This section allows a Minnesota limited liability company that is sued in a derivative proceeding to appoint a special … 322C.0906 Proceeds and Expenses Any proceeds or benefits from a derivative action on behalf of a limited liability company (whether by judgment, … 322C.1001 Definitions This section defines the terms used in the Minnesota LLC subchapter on mergers, exchanges, conversions, and … 322C.1002 Merger; Exchange Sets out when a Minnesota limited liability company may merge with, or carry out an interest exchange with, one or more … 322C.1003 Action on Plan of Merger or Exchange by Constituent Limited Liability Company This section governs how a Minnesota limited liability company that is taking part in a merger or exchange (a … 322C.1004 Filings Required for Merger or Exchange; Effective Date and Time This section sets out the filings required when a Minnesota limited liability company merges with, or exchanges … 322C.1005 Effect of Merger This section explains what happens when a merger of limited liability companies or other organizations takes effect. The … 322C.1006 Effect of Exchange When an exchange of membership interests in a Minnesota limited liability company takes effect, the affected membership … 322C.1007 Conversion This section governs conversion, the process by which one type of organization changes into another (for example, a … 322C.1008 Action on Plan of Conversion by Converting Limited Liability Company This section governs how a Minnesota limited liability company approves and may later change a plan to convert into a … 322C.1009 Filings Required for Conversion; Effective Date and Time This section sets out the filings required to complete a conversion of a Minnesota limited liability company into … 322C.1010 Effect of Conversion This section explains the legal effect when an organization converts to a different type of entity under Minnesota's LLC … 322C.1011 Domestication This section lets an LLC change the state whose law governs it through a process called domestication: a foreign LLC may … 322C.1012 Action on Plan of Domestication by Domesticating Limited Liability Company This section sets the approval rules for an LLC that is changing its home state (a domestication). A plan of … 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 This section sets out what happens once an LLC domestication takes effect. The domesticated company is treated as the … 322C.1015 Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications This section protects a limited liability company member from being forced into personal liability through a merger, … 322C.1016 Merger of Wholly Owned Subsidiaries This section lets a parent organization that owns all of a subsidiary merge that wholly owned subsidiary into itself, or … 322C.1101 Nonprofit Limited Liability Companies This section defines a nonprofit limited liability company under chapter 322C and sets the rules that govern it. A … 322C.1201 Uniformity of Application and Construction Directs that when this uniform LLC act is applied and interpreted, consideration must be given to promoting uniformity … 322C.1202 Relation to Electronic Signatures in Global and National Commerce Act This section addresses how Chapter 322C interacts with the federal Electronic Signatures in Global and National Commerce … 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 Directs a Minnesota court handling a proceeding under the LLC chapter to order that a copy of the complaint or petition …