Minnesota Legislature
Office of the Revisor of Statutes
2014 Minnesota Statutes
This is an historical version of this statute chapter. Also view the most recent published version.
CHAPTER 322C. MINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY
NOTE: This chapter, as added by Laws 2014, chapter 157, article 1, sections 1 to 90, is effective August 1, 2015. Laws 2014, chapter 157, article 1, section 92.
| Section | Headnote |
|---|---|
| GENERAL PROVISIONS | |
| 322C.0101 | CITATION. |
| 322C.0102 | DEFINITIONS. |
| 322C.0103 | KNOWLEDGE; NOTICE. |
| 322C.0104 | NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY. |
| 322C.0105 | POWERS. |
| 322C.0106 | GOVERNING LAW. |
| 322C.0107 | SUPPLEMENTAL PRINCIPLES OF LAW. |
| 322C.0108 | LIMITED LIABILITY COMPANY NAME. |
| 322C.0109 | RESERVED NAME. |
| 322C.0110 | OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS. |
| 322C.0111 | OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT. |
| 322C.0112 | OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. |
| 322C.0113 | OFFICE AND AGENT FOR SERVICE OF PROCESS. |
| 322C.0114 | CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. |
| 322C.0115 | RESIGNATION OF AGENT FOR SERVICE OF PROCESS. |
| 322C.0116 | SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY. |
| 322C.0117 | LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES. |
| 322C.0201 | FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION. |
| 322C.0202 | AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION. |
| 322C.0203 | SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE. |
| 322C.0204 | SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. |
| 322C.0205 | FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE. |
| 322C.0206 | LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. |
| 322C.0207 | CERTIFICATE OF EXISTENCE OR AUTHORIZATION. |
| 322C.0208 | ANNUAL REPORT FOR SECRETARY OF STATE. |
| RELATIONS OF MEMBERS, MANAGERS, AND GOVERNORS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY | |
| 322C.0301 | NO AGENCY POWER OF MEMBER AS MEMBER. |
| 322C.0302 | STATEMENT OF AUTHORITY. |
| 322C.0303 | STATEMENT OF DENIAL. |
| 322C.0304 | LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS. |
| RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY | |
| 322C.0401 | BECOMING A MEMBER. |
| 322C.0402 | FORM OF CONTRIBUTION. |
| 322C.0403 | LIABILITY FOR CONTRIBUTIONS. |
| 322C.0404 | SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. |
| 322C.0405 | LIMITATIONS ON DISTRIBUTION. |
| 322C.0406 | LIABILITY FOR IMPROPER DISTRIBUTIONS. |
| 322C.0407 | MANAGEMENT OF LIMITED LIABILITY COMPANY. |
| 322C.0408 | INDEMNIFICATION AND INSURANCE. |
| 322C.0409 | STANDARDS OF CONDUCT FOR MEMBERS, MANAGERS, AND GOVERNORS. |
| 322C.0410 | RIGHT OF MEMBERS, MANAGERS, GOVERNORS, AND DISSOCIATED MEMBERS TO INFORMATION. |
| TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS | |
| 322C.0501 | NATURE OF TRANSFERABLE INTEREST. |
| 322C.0502 | TRANSFER OF TRANSFERABLE INTEREST. |
| 322C.0503 | CHARGING ORDER. |
| 322C.0504 | POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER. |
| MEMBER'S DISSOCIATION | |
| 322C.0601 | MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. |
| 322C.0602 | EVENTS CAUSING DISSOCIATION. |
| 322C.0603 | EFFECT OF PERSON'S DISSOCIATION AS MEMBER. |
| DISSOLUTION AND WINDING UP | |
| 322C.0701 | EVENTS CAUSING DISSOLUTION. |
| 322C.0702 | WINDING UP. |
| 322C.0703 | KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. |
| 322C.0704 | OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. |
| 322C.0705 | ADMINISTRATIVE TERMINATION. |
| 322C.0706 | REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION. |
| 322C.0707 | DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES. |
| 322C.0708 | ACTION BY ATTORNEY GENERAL. |
| FOREIGN LIMITED LIABILITY COMPANIES | |
| 322C.0801 | GOVERNING LAW. |
| 322C.0802 | APPLICATION FOR CERTIFICATE OF AUTHORITY. |
| 322C.0803 | TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS. |
| 322C.0804 | FILING OF CERTIFICATE OF AUTHORITY. |
| 322C.0805 | NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY. |
| 322C.0806 | REVOCATION OF CERTIFICATE OF AUTHORITY. |
| 322C.0807 | WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY. |
| 322C.0808 | EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY. |
| 322C.0809 | ACTION BY ATTORNEY GENERAL. |
| ACTIONS BY MEMBERS | |
| 322C.0901 | DIRECT ACTION BY MEMBER. |
| 322C.0902 | DERIVATIVE ACTION. |
| 322C.0903 | PROPER PLAINTIFF. |
| 322C.0904 | PLEADING. |
| 322C.0905 | SPECIAL LITIGATION COMMITTEE. |
| 322C.0906 | PROCEEDS AND EXPENSES. |
| MERGER, CONVERSION, AND DOMESTICATION | |
| 322C.1001 | DEFINITIONS. |
| 322C.1002 | MERGER; EXCHANGE. |
| 322C.1003 | ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY. |
| 322C.1004 | FILINGS REQUIRED FOR MERGER OR EXCHANGE; EFFECTIVE DATE AND TIME. |
| 322C.1005 | EFFECT OF MERGER. |
| 322C.1006 | EFFECT OF EXCHANGE. |
| 322C.1007 | CONVERSION. |
| 322C.1008 | ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY. |
| 322C.1009 | FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. |
| 322C.1010 | EFFECT OF CONVERSION. |
| 322C.1011 | DOMESTICATION. |
| 322C.1012 | ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY. |
| 322C.1013 | FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. |
| 322C.1014 | EFFECT OF DOMESTICATION. |
| 322C.1015 | RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. |
| 322C.1101 | NONPROFIT LIMITED LIABILITY COMPANIES. |
| MISCELLANEOUS PROVISIONS | |
| 322C.1201 | UNIFORMITY OF APPLICATION AND CONSTRUCTION. |
| 322C.1202 | RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT. |
| 322C.1203 | SAVINGS CLAUSE. |
| 322C.1204 | APPLICATION TO EXISTING RELATIONSHIPS. |
| 322C.1205 | STATE INTERESTED IN PROCEEDING. |
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