1E Relating to business organizations

ARTICLE 1 - REVISED UNIFORM LIMITED LIABILITY COMPANY ACT

"Minnesota Revised Uniform Limited Liability Company Act"; defining certain terms; defining knowledge and notice as it relates to limited liability companies; specifying the nature, purpose, duration, powers, governing law and supplemental principles of law of a limited liability company; establishing certain requirements and prohibitions relating to a limited liability company name and the procedure for reserving a name; establishing certain operating agreement scope functions and limitations, offices and agents for service of process on limited liability companies; specifying the legal recognition of electronic records and signatures; establishing the requirements and amendment or restatement procedure associated with the articles of organization of a limited liability company; establishing a certain process and certain requirements for the filing and signing of records; specifying that members of limited liability companies are not automatically members; authorizing a limited liability company to file a statement of authority with the secretary of state; authorizing the filing of a statement of denial under certain conditions; establishing certain liability shields for members, managers and governors; establishing process of becoming a member of a member of a limited liability company; specifying form of a liability for contributions; establishing provisions relating to distributions; establishing management provisions of a limited liability company; specifying indemnification and insurance coverage for individuals within a limited liability company; specifying standards of conduct for members, managers and governors; establishing the right of members, managers, governors, and disassociated members to certain information; specifying transferable interest and certain rights of transferees and creditors related to limited liability companies; authorizing a court to enter a charging order in certain situations; authorizing a personal representative or another legal representative to exercise the rights of a transferee upon his or her death; establishing the member's power to disassociate from a limited liability company; specifying certain events that cause the disassociation of a member from a limited liability company; establishing the effect of a person's disassociation as a member; specifying certain events causing the dissolution of a limited liability company; requiring winding up process on the dissolution of a limited liability company; establishing process relating to certain claims against a limited liability company; specifying the process of administrative dissolution; establishing the option for the reinstatement of a limited liability company following administrative dissolution; specifying the process of the distribution of assets in winding up the activities of limited liability companies; authorizing the attorney general to dissolve, wind up and terminate limited liability companies under certain conditions; establishing governing law for foreign limited liability companies; requiring foreign limited liability companies to obtain a certificate of authority before transacting business in the state; specifying certain actions not constituting transacting business; specifying certain requirements relating to the filing of a certificate of authority of a foreign limited liability company; establishing certain criteria causing the revocation of a certificate of authority of a foreign limited liability company; establishing procedure by which a foreign limited liability company can file and application for withdrawal; specifying the effect of a foreign limited liability company' s failure to have a certificate of authority; establishing certain actions by members including direct action and derivative action; specifying the possession of proceeds and expenses; specifying certain requirements relating to mergers and exchanges; specifying the effects of a merger and an exchange; specifying the requirements and procedure for a conversion of a limited liability company; establishing effect of the conversion; specifying domestication procedure requirements and effects; establishing certain restrictions on the approval of mergers, exchanges, conversions and domestication; establishing certain requirements and procedures relating to nonprofit limited liability companies; specifying that the application and construction of this act promote uniformity of the law; specifying the application of this act in relation electronic signatures in the global and national commerce act; establishing this act's relationship to certain existing relationships and state interested proceedings; repealing the Minnesota limited liability company act

ARTICLE 2 - CONFORMING CHANGES

Making certain conforming changes; defining the terms conforming corporation, organizational documents and personal liability in relation to the Minnesota business corporation act; modifying certain corporation and organization conversion provisions; specifying certain filings required by a converting corporation and certain filings required when a corporation is converted organization; specifying certain restrictions on the approval of conversions; specifying revisor's instruction; repealing certain obsolete articles of conversion provisions
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