2006 Minnesota Statutes

322B.813 PROCEDURE IN WINDING UP.
    Subdivision 1. Procedures to be followed where winding up accomplished by merger.
If the business of the limited liability company is wound up and terminated by merging the
dissolved limited liability company into a successor organization:
(1) the procedures stated in sections 322B.70 to 322B.76 must be followed;
(2) sections 322B.816 to 322B.823 and 322B.863 to 322B.866 do not apply; and
(3) once the merger is effective, a creditor or claimant of the terminated limited liability
company, and all those claiming through or under the creditor or claimant, are barred from suing
the terminated limited liability company on that claim or otherwise realizing upon or enforcing it
against the terminated limited liability company, but the creditor, claimant, and those claiming
under the creditor and claimant, may, if not otherwise barred by law, assert their claims against
the surviving organization of the merger.
    Subd. 2. Procedures to be followed otherwise. If the business of the limited liability
company is to be wound up and terminated other than by merging the dissolved limited liability
company into a successor organization, the procedures stated in subdivisions 3 to 5 must be
followed.
    Subd. 3. Collection and payment. When a notice of dissolution has been filed with the
secretary of state, the board of governors, or the managers acting under the direction of the board
of governors, shall proceed as soon as possible:
(1) to give notice to creditors and claimants under section 322B.816 or to proceed under
section 322B.82;
(2) to collect or make provision for the collection of all known debts due or owing to the
limited liability company, including unperformed contribution agreements; and
(3) except as provided in sections 322B.816, 322B.82, and 322B.863, to pay or make
provision for the payment of all known debts, obligations, and liabilities of the limited liability
company according to their priorities under section 322B.873.
    Subd. 4. Transfer of assets. Notwithstanding section 322B.77, when a notice of dissolution
has been filed with the secretary of state, the governors may sell, lease, transfer, or otherwise
dispose of all or substantially all of the property and assets of a dissolved limited liability
company without a vote of the members.
    Subd. 5. Distribution to members. All tangible or intangible property, including money,
remaining after the discharge of, or after making adequate provision for the discharge of, the
debts, obligations, and liabilities of the limited liability company must be distributed to the
members in accordance with sections 322B.52 and 322B.873.
History: 1992 c 517 art 2 s 108; 1996 c 361 s 48; 1999 c 85 art 2 s 87