Legislative Session number- 85

Bill Name: HF3500

HF 3500

THIRD ENGROSSMENT

Business Corporations Act; Limited Liability Company
Act; Uniform Limited Partnership Act of 2001; Technical amendments proposed, and
nonprofit limited liability company formation authorized.

ARTICLE 1 --
TECHNICAL AMENDMENTS TO THE BUSINESS CORPORATIONS ACT

Section 1: Notice
language is modified.

Section 2: Market value language is modified.

Section
3: Statutory provisions that may be modified only in articles or in a
shareholder control agreement language is modified.

Section 4: Statutory
provisions that may be modified in articles, in a shareholder control agreement,
or in bylaws language is provided.

Section 5: Optional provisions; specific
subjects language is modified.

Section 6: Meetings solely by means of remote
communication language is modified.

Section 7: Participation in meetings by
means of remote communication language is modified.

Section 8: Act of the Board
language is modified.
Subdivision 1. Majority required.
Subdivision 2. Voting
power.

Section 9: Generally language is modified.

Section 10: Conflict;
procedure when conflict arises language is modified.

Section 11: Termination
language is modified.

Section 12: Rights not to apply language is
modified.

Section 13: Definitions are modified.

Section 14: When permitted;
status of shares language is modified.

Section 15: Methods of dissolution
language is modified.

Section 16: Voluntary dissolution after the issuance of
shares language is modified.
Subdivision 1. Manner.
Subdivision 2. Notice;
approval.

ARTICLE 2 -- TECHNICAL AMENDMENTS TO THE LIMITED LIABILITY COMPANY
ACT AND THE UNIFORM LIMITED PARTNERSHIP ACT OF 2001

Section 1: Application to
existing relationships language is modified.

Section 2: Notice language is
modified.

Section 3: Member requirement language is modified.

Section 4:
Notice and liability language is modified.

Section 5: Termination language is
modified.

Section 6: Meetings solely by means of remote communication language
is modified.

Section 7: Participation in meetings by means of remote
communication language is modified.

Section 8: Generally language is
modified.

Section 9: Conflict and procedure when conflict arises language is
modified.

Section 10: Definitions are modified.

Section 11: Dissolution
events language is modified.

Section 12: Nonjudicial dissolution after
accepting contributions language is modified.
Subdivision 1. Manner.

Subdivision 2. Notice and approval.

ARTICLE 3 -- NONPROFIT LIMITED LIABILITY
COMPANIES

Section 1: Limited liability company language modified.

Section 2:
Foreign limited liability company language is modified.

Section 3: Nonprofit
limited liability company language is provided.

Section 4: Purposes language is
modified.

Section 5: Conversion language is modified.

Section 6: Limitations
language is modified.

Section 7: Nonprofit limited liability companies
language is provided.
Subdivision 1. Status as nonprofit limited liability
company.
Subdivision 2. Limitations on pecuniary gain and distributions to
members.
Subdivision 3. Limitations on persons who may be members.
Subdivision
4. Purposes; conduct.
Subdivision 5. Provisions of chapter 317A applicable to
nonprofit limited liability companies.
Subdivision 6. Notice to and authority of
attorney general.

Section 8: Effective date language provided.

JAJ 4/22/08