Legislative Session number- 88

Bill Name: SF1648

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
(je)