HF 977

1st Unofficial Engrossment - 88th Legislature (2013 - 2014) Posted on 04/02/2014 01:54pm

1.1A bill for an act

1.2relating to business organizations; regulating the organization and operation of
1.3limited liability companies; enacting a revised uniform limited liability company
1.4act; providing conforming changes;amending Minnesota Statutes 2012, sections
1.548A.03, subdivision 4; 181.970, subdivision 2; 270C.721; 273.124, subdivision
1.68; 290.01, subdivision 3b; 302A.011, by adding subdivisions; 302A.115,
1.7subdivision 1; 302A.681; 302A.683; 302A.685; 302A.689; 302A.691; 308A.121,
1.8subdivision 1; 308B.801, subdivisions 1, 2, 5; 308B.805, subdivision 1;
1.9308B.835, subdivision 2; 317A.115, subdivision 2; 319B.02, subdivisions 3, 22;
1.10319B.10, subdivision 3; 321.0108; proposing coding for new law in Minnesota
1.11Statutes, chapter 302A; proposing coding for new law as Minnesota Statutes,
1.12chapter 322C; repealing Minnesota Statutes 2012, sections 302A.687; 322B.01;
1.13322B.02; 322B.03, subdivisions 1, 2, 3, 6, 6a, 7, 8, 10, 11, 12, 13, 14, 15, 17,
1.1417a, 17b, 18, 19, 19a, 20, 21, 22, 23, 24, 25, 26, 27, 28, 29, 30, 31, 31a, 32, 33,
1.1534, 35, 36, 36a, 37, 38, 39, 40, 41, 41a, 42, 43, 44, 45, 45a, 46, 47, 48, 49, 50, 51;
1.16322B.04; 322B.10; 322B.105; 322B.11; 322B.115; 322B.12, subdivisions 1, 2,
1.173, 4, 5; 322B.125; 322B.13; 322B.135; 322B.14; 322B.145; 322B.15; 322B.155;
1.18322B.16; 322B.165; 322B.17; 322B.175; 322B.18; 322B.20; 322B.21; 322B.22;
1.19322B.23; 322B.30; 322B.303; 322B.306; 322B.31; 322B.313; 322B.316;
1.20322B.32; 322B.323; 322B.326; 322B.33; 322B.333; 322B.336; 322B.34;
1.21322B.343; 322B.346; 322B.348; 322B.35; 322B.353; 322B.356; 322B.36;
1.22322B.363, subdivisions 1, 2, 3, 4, 5, 6, 7; 322B.366, subdivision 1; 322B.37;
1.23322B.373; 322B.376; 322B.38; 322B.383; 322B.386; 322B.40; 322B.41;
1.24322B.42; 322B.43; 322B.50; 322B.51; 322B.52; 322B.53; 322B.54; 322B.55;
1.25322B.56; 322B.60; 322B.603; 322B.606; 322B.61; 322B.613; 322B.616;
1.26322B.62; 322B.623; 322B.626; 322B.63; 322B.633; 322B.636; 322B.64;
1.27322B.643; 322B.646; 322B.65; 322B.653; 322B.656; 322B.66; 322B.663;
1.28322B.666; 322B.67; 322B.673; 322B.676; 322B.679; 322B.68; 322B.683;
1.29322B.686; 322B.689; 322B.69; 322B.693; 322B.696; 322B.699; 322B.70;
1.30322B.71; 322B.72; 322B.73; 322B.74; 322B.75; 322B.755; 322B.76; 322B.77;
1.31322B.78; 322B.80; 322B.803; 322B.806; 322B.81; 322B.813; 322B.816,
1.32subdivisions 1, 2, 4, 5, 6; 322B.82; 322B.823; 322B.826; 322B.83; 322B.833;
1.33322B.836; 322B.84; 322B.843; 322B.846; 322B.85; 322B.853; 322B.856;
1.34322B.86; 322B.863; 322B.866; 322B.87; 322B.873, subdivisions 1, 4; 322B.876,
1.35subdivision 1; 322B.88; 322B.883; 322B.90; 322B.905; 322B.91, subdivisions
1.361, 2; 322B.915; 322B.92; 322B.925; 322B.93; 322B.935; 322B.94; 322B.945;
1.37322B.95; 322B.955; 322B.960, subdivisions 1, 4, 5; 322B.975.
1.38BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

2.1ARTICLE 1

2.2REVISED UNIFORM LIMITED LIABILITY COMPANY ACT

2.3GENERAL PROVISIONS

2.4    Section 1. [322C.0101] CITATION.
2.5This chapter may be cited as the "Minnesota Revised Uniform Limited Liability
2.6Company Act."

2.7    Sec. 2. [322C.0102] DEFINITIONS.
2.8    Subdivision 1. Application. For purposes of this chapter, the terms defined in
2.9this section have the meanings given them.
2.10    Subd. 2. Articles of organization. "Articles of organization" means the articles of
2.11organization required by section 322C.0201. The term includes the articles of organization
2.12as amended or restated.
2.13    Subd. 3. Board. "Board" mean the board of governors, however designated, of a
2.14board-managed limited liability company.
2.15    Subd. 4. Board-managed limited liability company. "Board-managed limited
2.16liability company" means a limited liability company that qualifies as such under section
2.17322C.0407, subdivision 1.
2.18    Subd. 5. Contribution. "Contribution" means any benefit provided by a person to a
2.19limited liability company:
2.20(1) in order to become a member upon formation of the company and in accordance
2.21with an agreement between or among the persons that have agreed to become the initial
2.22members of the company;
2.23(2) in order to become a member after formation of the company and in accordance
2.24with an agreement between the person and the company; or
2.25(3) in the person's capacity as a member and in accordance with the operating
2.26agreement or an agreement between the member and the company.
2.27    Subd. 6. Debtor in bankruptcy. "Debtor in bankruptcy" means a person that is
2.28the subject of:
2.29(1) an order for relief under United States Code, title 12, or a successor statute
2.30of general application; or
2.31(2) a comparable order under federal, state, or foreign law governing insolvency.
2.32    Subd. 7. Distribution. "Distribution," except as otherwise provided in section
2.33322C.0405, subdivision 7, means a transfer of money or other property from a limited
2.34liability company to another person on account of a transferable interest.
3.1    Subd. 8. Effective. "Effective," with respect to a record required or permitted
3.2to be filed with the secretary of state under this chapter, means effective under section
3.3322C.0205, subdivision 3.
3.4    Subd. 9. Filed. "Filed" or "filed with the secretary of state" means that a document
3.5meeting the applicable requirements of this chapter, signed and accompanied by any
3.6required filing fees, has been delivered to the secretary of state. The secretary of state shall
3.7endorse on the original or an image thereof the word "Filed" and the month, day, and year
3.8of filing, record the document or an image thereof in the Office of the Secretary of State,
3.9and return a document or the image thereof to the person who delivered it for filing.
3.10    Subd. 10. Foreign limited liability company. "Foreign limited liability company"
3.11means an unincorporated entity formed under the law of a jurisdiction other than this state
3.12and denominated by that law as a limited liability company.
3.13    Subd. 11. Governor. "Governor" means a member of the board, however
3.14designated, of a board-managed limited liability company.
3.15    Subd. 12. Limited liability company. "Limited liability company," except in the
3.16phrase "foreign limited liability company," means an entity formed under this chapter.
3.17    Subd. 13. Manager. "Manager" means a person that under the operating agreement
3.18of a manager-managed limited liability company is responsible, alone or in concert with
3.19others, for performing the management functions stated in section 322C.0407, subdivision
3.203.
3.21    Subd. 14. Manager-managed limited liability company. "Manager-managed
3.22limited liability company" means a limited liability company that qualifies as such under
3.23section 322C.0407, subdivision 1.
3.24    Subd. 15. Member. "Member" means a person that has become a member of a
3.25limited liability company under section 322C.0401 and has not dissociated under section
3.26322C.0602.
3.27    Subd. 16. Member-managed limited liability company. "Member-managed
3.28limited liability company" means a limited liability company that is not a manager-managed
3.29limited liability company or a board-managed limited liability company.
3.30    Subd. 17. Operating agreement. "Operating agreement" means the agreement,
3.31whether or not referred to as an operating agreement and whether oral, in a record, implied,
3.32or in any combination thereof, of all the members of a limited liability company, including
3.33a sole member, concerning the matters described in section 322C.0110, subdivision 1. The
3.34term includes the agreement as amended or restated.
3.35    Subd. 18. Oppressive. (a) "Oppressive," with respect to an application brought by a
3.36member under section 322C.0701, subdivision 1, clause (5), item (ii), means conduct:
4.1(1) engaged in by one or more:
4.2(i) members in a member-managed limited liability company or who are otherwise
4.3in control of any limited liability company;
4.4(ii) managers in a manager-managed limited liability company; or
4.5(iii) governors of a board-managed limited liability company;
4.6(2) that occurs with respect to the applicant member's capacity as:
4.7(i) a member, manager, or governor of a limited liability company; or
4.8(ii) an employee of a limited liability company with 35 or fewer members; and
4.9(3) that is unfairly prejudicial to the applicant member in a capacity listed in clause
4.10(2), because the conduct frustrated an expectation of the applicant member that:
4.11(i) is reasonable in light of the reasonable expectations of the other members;
4.12(ii) was material to the applicant's decision to become a member of the limited
4.13liability company or for a substantial time has been material during the member's
4.14continuing membership;
4.15(iii) was known to other members or that the other members had reason to know; and
4.16(iv) is not contrary to the operating agreement as applied consistently with the
4.17contractual obligation of good faith and fair dealing under section 322C.0409, subdivision
4.184.
4.19(b) For the purposes of paragraph (a), conduct:
4.20(1) includes words, action, inaction, and any combination of words, action, or
4.21inaction; and
4.22(2) is not oppressive solely by reason of a good faith disagreement as to the content,
4.23interpretation, or application of the company's operating agreement.
4.24    Subd. 19. Organizer. "Organizer" means a person that acts under section
4.25322C.0201 to form a limited liability company.
4.26    Subd. 20. Person. "Person" means an individual, corporation, business trust, estate,
4.27trust, partnership, limited liability company, association, joint venture, public corporation,
4.28government or governmental subdivision, agency, or instrumentality, or any other legal or
4.29commercial entity.
4.30    Subd. 21. Principal place of business. "Principal place of business" means
4.31the principal executive office of a limited liability company or foreign limited liability
4.32company, whether or not the office is located in this state.
4.33    Subd. 22. Record. "Record" means information that is inscribed on a tangible
4.34medium or that is stored in an electronic or other medium and is retrievable in perceivable
4.35form.
5.1    Subd. 23. Recorded in the real property records. "Recorded in the real property
5.2records" means that a certified copy of a statement meeting the applicable requirements
5.3of this chapter, including containing a legal description of the property affected by the
5.4statement, as filed with the secretary of state, has been recorded in the office of the county
5.5reorder in the county in which the real property affected by the statement is located or, if
5.6the real property is registered under chapter 508 or 508A, has been recorded in the office of
5.7the applicable registrar of titles and memorialized on the certificate of title for that property.
5.8    Subd. 24. Registered office. "Registered office" means:
5.9(1) the office that a limited liability company is required to designate and maintain
5.10under section 322C.0113; or
5.11(2) the office that a foreign limited liability company is required to designate and
5.12maintain under sections 5.36 and 322C.0802.
5.13    Subd. 25. Sign. "Sign" means, with the present intent to authenticate or adopt
5.14a record:
5.15(1) to execute or adopt a tangible symbol; or
5.16(2) to attach to or logically associate with the record an electronic symbol, sound,
5.17or process.
5.18    Subd. 26. State. "State" means a state of the United States, the District of Columbia,
5.19Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject
5.20to the jurisdiction of the United States.
5.21    Subd. 27. Transfer. "Transfer" includes an assignment, conveyance, deed, bill of
5.22sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
5.23    Subd. 28. Transferable interest. "Transferable interest" means the right, as
5.24originally associated with a person's capacity as a member, to receive distributions from a
5.25limited liability company in accordance with the operating agreement, whether or not the
5.26person remains a member or continues to own any part of the right.
5.27    Subd. 29. Transferee. "Transferee" means a person to which all or part of a
5.28transferable interest has been transferred, whether or not the transferor is a member.

5.29    Sec. 3. [322C.0103] KNOWLEDGE; NOTICE.
5.30    Subdivision 1. Knowledge of facts. A person knows a fact when the person:
5.31(1) has actual knowledge of it; or
5.32(2) is deemed to know it under subdivision 4, clause (1), or law other than this chapter.
5.33    Subd. 2. Notice of facts. A person has notice of a fact when the person:
5.34(1) has reason to know the fact from all of the facts known to the person at the
5.35time in question; or
6.1(2) is deemed to have notice of the fact under subdivision 4, clause (2).
6.2    Subd. 3. Notification of facts. A person notifies another of a fact by taking steps
6.3reasonably required to inform the other person in ordinary course, whether or not the
6.4other person knows the fact.
6.5    Subd. 4. Constructive notice. A person that is not a member is deemed:
6.6(1) to know of a limitation on authority to transfer real property as provided in
6.7section 322C.0302, subdivision 7; and
6.8(2) to have notice of a limited liability company's:
6.9(i) dissolution, 90 days after a statement of dissolution under section 322C.0702,
6.10subdivision 2, clause (2)(i), becomes effective;
6.11(ii) termination, 90 days after a statement of termination under section 322C.0702,
6.12subdivision 2, clause (2)(vi), becomes effective; and
6.13(iii) merger, conversion, or domestication, 90 days after articles of merger,
6.14conversion, or domestication under sections 322C.1001 to 322C.1015 become effective.

6.15    Sec. 4. [322C.0104] NATURE, PURPOSE, AND DURATION OF LIMITED
6.16LIABILITY COMPANY.
6.17    Subdivision 1. Separate entity. A limited liability company is an entity distinct
6.18from its members.
6.19    Subd. 2. Permitted purposes. Except for a nonprofit limited liability company
6.20subject to section 322C.1101, which must comply with that section, a limited liability
6.21company may have any lawful purpose.
6.22    Subd. 3. Duration. A limited liability company has perpetual duration.

6.23    Sec. 5. [322C.0105] POWERS.
6.24    Subdivision 1. Powers generally. Except as provided in subdivision 2, a limited
6.25liability company has the capacity to sue and be sued in its own name and the power to do
6.26all things necessary or convenient to carry on its activities.
6.27    Subd. 2. Shelf LLC. Until a limited liability company has or has had at least one
6.28member, the company lacks the capacity to do any act or carry on any activity except:
6.29(1) delivering to the secretary of state for filing a statement of change under section
6.30322C.0114, an amendment to the certificate under section 322C.0202, a statement of
6.31correction under section 322C.0206, an annual report under section 322C.0208, and a
6.32statement of termination under section 322C.0702;
6.33(2) admitting a member under section 322C.0401; and
6.34(3) dissolving under section 322C.0701.
7.1    Subd. 3. Ratification. A limited liability company that has or has had at least one
7.2member may ratify an act or activity that occurred when the company lacked capacity
7.3under subdivision 2.

7.4    Sec. 6. [322C.0106] GOVERNING LAW.
7.5The law of this state governs:
7.6(1) the internal affairs of a limited liability company; and
7.7(2) the liability of a member as member, a manager as manager, and a governor as
7.8governor, for the debts, obligations, or other liabilities of a limited liability company.

7.9    Sec. 7. [322C.0107] SUPPLEMENTAL PRINCIPLES OF LAW.
7.10Unless displaced by particular provisions of this chapter, the principles of law and
7.11equity supplement this chapter.

7.12    Sec. 8. [322C.0108] LIMITED LIABILITY COMPANY NAME.
7.13    Subdivision 1. Requirements and prohibitions. The limited liability company
7.14name must:
7.15(1) be in the English language or in any other language expressed in English letters
7.16or characters;
7.17(2) contain the words "limited liability company," or must contain the abbreviation
7.18"LLC" or, in the case of a limited liability company that is a professional firm subject to
7.19chapter 319B, must meet the requirements of section 319B.05 applicable to a limited
7.20liability company;
7.21(3) not contain the word "corporation" or "incorporated" and must not contain the
7.22abbreviation of either or both of these words;
7.23(4) not contain a word or phrase that indicates or implies that it is organized for a
7.24purpose other than a permitted purpose; and
7.25(5) be distinguishable upon the records in the Office of the Secretary of State
7.26from the name of each domestic limited liability company, limited liability partnership,
7.27corporation, and limited partnership, whether profit or nonprofit, and each foreign limited
7.28liability company, limited liability partnership, corporation, and limited partnership on
7.29file, authorized or registered to do business in this state at the time of filing, whether profit
7.30or nonprofit, and each name the right to which is, at the time of organization, reserved as
7.31provided for in sections 5.35, 302A.117, 317A.117, 321.0109, 322B.125, 322C.0109, or
7.32333.001 to 333.54, unless there is filed with the articles of organization one of the following:
8.1(i) the written consent of the domestic limited liability company, limited liability
8.2partnership, corporation, or limited partnership or the foreign limited liability company,
8.3limited liability partnership, corporation, or limited partnership authorized or registered to
8.4do business in this state or the holder of a reserved name or a name filed by or registered
8.5with the secretary of state under sections 333.001 to 333.54 having a name that is not
8.6distinguishable;
8.7(ii) a certified copy of a final decree of a court in this state establishing the prior right
8.8of the applicant to the use of the name in this state; or
8.9(iii) the applicant's affidavit that the domestic or foreign limited liability company,
8.10domestic or foreign corporation, or domestic or foreign limited partnership with the
8.11name that is not distinguishable has been organized, incorporated, or on file in this
8.12state for at least three years prior to the affidavit, if it is a domestic limited liability
8.13company, corporation, or limited partnership, or has been authorized or registered to
8.14do business in this state for at least three years prior to the affidavit, if it is a foreign
8.15limited liability company, corporation, or limited partnership, or that the holder of a name
8.16filed or registered with the secretary of state under sections 333.001 to 333.54 filed
8.17or registered that name at least three years prior to the affidavit, that the domestic or
8.18foreign limited liability company, domestic or foreign corporation, or domestic or foreign
8.19limited partnership or holder has not during the three-year period before the affidavit filed
8.20any document with the secretary of state; that the applicant has mailed written notice
8.21to the domestic or foreign limited liability company, domestic or foreign corporation,
8.22or domestic or foreign limited partnership or the holder of a name filed or registered
8.23with the secretary of state under sections 333.001 to 333.54 by certified mail, return
8.24receipt requested, properly addressed to the registered office of the domestic or foreign
8.25limited liability company or domestic or foreign corporation or in care of the agent of the
8.26domestic or foreign limited partnership, or the address of the holder of a name filed or
8.27registered with the secretary of state under sections 333.001 to 333.54, shown in the
8.28records of the secretary of state, stating that the applicant intends to use a name that is
8.29not distinguishable and the notice has been returned to the applicant as undeliverable to
8.30the addressee of the domestic or foreign limited liability company, domestic or foreign
8.31corporation, or domestic or foreign limited partnership or holder of a name filed or
8.32registered with the secretary of state under sections 333.001 to 333.54; that the applicant,
8.33after diligent inquiry, has been unable to find any telephone listing for the domestic or
8.34foreign limited liability company, domestic or foreign corporation, or domestic or foreign
8.35limited partnership with the name that is not distinguishable in the county in which is
8.36located the registered office of the domestic or foreign limited liability company, domestic
9.1or foreign corporation, or domestic or foreign limited partnership shown in the records of
9.2the secretary of state or has been unable to find any telephone listing for the holder of a
9.3name filed or registered with the secretary of state under sections 333.001 to 333.54
9.4in the county in which is located the address of the holder shown in the records of the
9.5secretary of state; and that the applicant has no knowledge that the domestic or foreign
9.6limited liability company, domestic or foreign corporation, or domestic or foreign limited
9.7partnership or holder of a name filed or registered with the secretary of state under sections
9.8333.001 to 333.54 is currently engaged in business in this state.
9.9    Subd. 2. Determination. The secretary of state shall determine whether a name is
9.10"distinguishable" from another name for purposes of this section and section 322C.0109.
9.11    Subd. 3. Other laws affecting use of names. This section and section 322C.0109
9.12do not abrogate or limit the law of unfair competition or unfair practices, or sections
9.13333.001 to 333.54, or the laws of the United States with respect to the right to acquire
9.14and protect copyrights, trade names, trademarks, service names, service marks, or any
9.15other rights to the exclusive use of names or symbols, or derogate the common law or
9.16the principles of equity.
9.17    Subd. 4. Use of name by surviving or successor organization. A limited
9.18liability company that is the surviving organization in a merger with one or more other
9.19organizations, or that is the continuation of an organization following a conversion, or that
9.20is organized by the reorganization of one or more organizations, or that acquires by sale,
9.21lease, or other disposition to or exchange with an organization all or substantially all of the
9.22assets of another organization, including its name, may have the same name as that used in
9.23this state by any of the other organizations, if the other organization whose name is sought to
9.24be used was organized under the laws of, or is authorized to transact business in, this state.
9.25    Subd. 5. Injunction. The use of a name by a limited liability company in violation
9.26of this section does not affect or vitiate its limited liability company existence, but a court
9.27in this state may, upon application of the state or of a person interested or affected, enjoin
9.28the limited liability company from doing business under a name assumed in violation of
9.29this section, although its articles of organization may have been filed with the secretary of
9.30state and articles of organization issued.

9.31    Sec. 9. [322C.0109] RESERVED NAME.
9.32    Subdivision 1. Procedure. A person may reserve the exclusive use of the name of
9.33a limited liability company, including an alternate name for a foreign limited liability
9.34company, by filing an application with the secretary of state. The application must state
9.35the name and address of the applicant and the name proposed to be reserved. If the
10.1secretary of state finds that the name applied for is available, it must be reserved for the
10.2applicant's exclusive use for a one-year period.
10.3    Subd. 2. Transfer. The owner of a name reserved for a limited liability company
10.4may transfer the reservation to another person by filing with the secretary of state for filing
10.5a signed notice of the transfer which states the name and address of the transferee.

10.6    Sec. 10. [322C.0110] OPERATING AGREEMENT; SCOPE, FUNCTION, AND
10.7LIMITATIONS.
10.8    Subdivision 1. Operating agreement. Except as otherwise provided in subdivisions
10.92 and 3, the operating agreement governs:
10.10(1) relations among the members as members and between the members and the
10.11limited liability company;
10.12(2) the rights and duties under this chapter of a person in the capacity of manager or
10.13governor;
10.14(3) the activities of the company and the conduct of those activities; and
10.15(4) the means and conditions for amending the operating agreement.
10.16    Subd. 2. Default rules supplementing operating agreement. To the extent the
10.17operating agreement does not otherwise provide for a matter described in subdivision 1,
10.18this chapter governs the matter.
10.19    Subd. 3. Restrictions. An operating agreement may not:
10.20(1) vary a limited liability company's capacity under section 322C.0105 to sue and
10.21be sued in its own name;
10.22(2) vary the law applicable under section 322C.0106;
10.23(3) vary the power of the court under section 322C.0204;
10.24(4) subject to subdivisions 4 to 7, eliminate the duty of loyalty, the duty of care, or
10.25any other fiduciary duty;
10.26(5) subject to subdivisions 4 to 7, eliminate the contractual obligation of good faith
10.27and fair dealing under section 322C.0409, subdivision 4;
10.28(6) unreasonably restrict the duties and rights stated in section 322C.0410;
10.29(7) vary the power of a court to decree dissolution in the circumstances specified
10.30in section 322C.0701, subdivision 1, clauses (4) and (5);
10.31(8) vary the requirement to wind up a limited liability company's business as
10.32specified in section 322C.0702, subdivisions 1 and 2, clause (1);
10.33(9) unreasonably restrict the right of a member to maintain an action under sections
10.34322C.0901 to 322C.0906;
11.1(10) restrict the right to approve a merger, conversion, or domestication under
11.2section 322C.1015 to a member that will have personal liability with respect to a surviving,
11.3converted, or domesticated organization; or
11.4(11) except as otherwise provided in section 322C.0112, subdivision 2, restrict the
11.5rights under this chapter of a person other than a member, manager, or governor.
11.6    Subd. 4. Provisions particularly but not exclusively authorized. If not manifestly
11.7unreasonable, and without limiting the terms that may be included in an operating
11.8agreement, the operating agreement may:
11.9(1) restrict or eliminate the duty:
11.10(i) as required in section 322C.0409, subdivisions 2, clause (1), and 7, to account to
11.11the limited liability company and to hold as trustee for it any property, profit, or benefit
11.12derived by the member in the conduct or winding up of the company's business, from a
11.13use by the member of the company's property, or from the appropriation of a limited
11.14liability company opportunity;
11.15(ii) as required in section 322C.0409, subdivisions 2, clause (2), and 7, to refrain
11.16from dealing with the company in the conduct or winding up of the company's business as
11.17or on behalf of a party having an interest adverse to the company; and
11.18(iii) as required by section 322C.0409, subdivisions 2, clause (3), and 7, to refrain
11.19from competing with the company in the conduct of the company's business before the
11.20dissolution of the company;
11.21(2) identify specific types or categories of activities that do not violate the duty
11.22of loyalty;
11.23(3) alter the duty of care, except to authorize intentional misconduct or knowing
11.24violation of law;
11.25(4) alter any other fiduciary duty, including eliminating particular aspects of that
11.26duty; and
11.27(5) prescribe the standards by which to measure the performance of the contractual
11.28obligation of good faith and fair dealing under section 322C.0409, subdivision 4.
11.29    Subd. 5. Duty of loyalty, authorization and ratification of otherwise violative
11.30conduct. The operating agreement may specify the method by which a specific act or
11.31transaction that would otherwise violate the duty of loyalty may be authorized or ratified by
11.32one or more disinterested and independent persons after full disclosure of all material facts.
11.33    Subd. 6. Eliminating fiduciary duty when responsibility eliminated. To the extent
11.34the operating agreement of a member-managed limited liability company expressly relieves
11.35a member of a responsibility that the member would otherwise have under this chapter and
11.36imposes the responsibility on one or more other members, the operating agreement may,
12.1to the benefit of the member that the operating agreement relieves of the responsibility,
12.2also eliminate or limit any fiduciary duty that would have pertained to the responsibility.
12.3    Subd. 7. Indemnification and exculpation. The operating agreement may alter or
12.4eliminate the indemnification for a member, manager, or governor provided by section
12.5322C.0408, subdivision 1, and may eliminate or limit a member's, manager's, or governor's
12.6liability to the limited liability company and members for money damages, except for:
12.7(1) breach of the duty of loyalty;
12.8(2) a financial benefit received by the member or manager to which the member or
12.9manager is not entitled;
12.10(3) a breach of a duty under section 322C.0406;
12.11(4) intentional infliction of harm on the company or a member; or
12.12(5) an intentional violation of criminal law.
12.13    Subd. 8. Determining whether term is manifestly unreasonable. The court shall
12.14decide any claim under subdivision 4 that a term of an operating agreement is manifestly
12.15unreasonable. The court:
12.16(1) shall make its determination as of the time the challenged term became part of
12.17the operating agreement and by considering only circumstances existing at that time; and
12.18(2) may invalidate the term only if, in light of the purposes and activities of the
12.19limited liability company, it is readily apparent that:
12.20(i) the objective of the term is unreasonable; or
12.21(ii) the term is an unreasonable means to achieve the provision's objective.

12.22    Sec. 11. [322C.0111] OPERATING AGREEMENT; EFFECT ON LIMITED
12.23LIABILITY COMPANY AND PERSONS BECOMING MEMBERS;
12.24PREFORMATION AGREEMENT.
12.25    Subdivision 1. Company's assent not required. A limited liability company is
12.26bound by and may enforce the operating agreement, whether or not the company has itself
12.27manifested assent to the operating agreement.
12.28    Subd. 2. Deemed assent by all members. A person that becomes a member of a
12.29limited liability company is deemed to assent to the operating agreement.
12.30    Subd. 3. Preformation agreement. Two or more persons intending to become the
12.31initial members of a limited liability company may make an agreement providing that
12.32upon the formation of the company the agreement will become the operating agreement.
12.33One person intending to become the initial member of a limited liability company may
12.34assent to terms providing that upon the formation of the company the terms will become
12.35the operating agreement.

13.1    Sec. 12. [322C.0112] OPERATING AGREEMENT; EFFECT ON THIRD
13.2PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF
13.3LIMITED LIABILITY COMPANY.
13.4    Subdivision 1. Approval of third party. An operating agreement may specify
13.5that its amendment requires the approval of a person that is not a party to the operating
13.6agreement or the satisfaction of a condition. An amendment is ineffective if its adoption
13.7does not include the required approval or satisfy the specified condition.
13.8    Subd. 2. Transferees and dissociated members. The obligations of a limited
13.9liability company and its members to a person in the person's capacity as a transferee or
13.10dissociated member are governed by the operating agreement. Subject only to any court
13.11order issued under section 322C.0503, subdivision 2, clause (2), to effectuate a charging
13.12order, an amendment to the operating agreement made after a person becomes a transferee
13.13or dissociated member is effective with regard to any debt, obligation, or other liability of
13.14the limited liability company or its members to the person in the person's capacity as a
13.15transferee or dissociated member.
13.16    Subd. 3. Ineffective provisions. If a record that has been delivered by a limited
13.17liability company to the secretary of state for filing and has become effective under
13.18this chapter contains a provision that would be ineffective under section 322C.0110,
13.19subdivision 3, if contained in the operating agreement, the provision is likewise ineffective
13.20in the record.
13.21    Subd. 4. Conflicting provisions. Subject to subdivision 3, if a record that has been
13.22delivered by a limited liability company to the secretary of state for filing and has become
13.23effective under this chapter conflicts with a provision of the operating agreement:
13.24(1) the operating agreement prevails as to members, dissociated members,
13.25transferees, managers, and governors; and
13.26(2) the record prevails as to other persons to the extent they reasonably rely on
13.27the record.

13.28    Sec. 13. [322C.0113] OFFICE AND AGENT FOR SERVICE OF PROCESS.
13.29Every limited liability company shall have a registered office and may have a
13.30registered agent, in the manner prescribed by section 5.36.

13.31    Sec. 14. [322C.0114] CHANGE OF REGISTERED OFFICE OR AGENT FOR
13.32SERVICE OF PROCESS.
14.1Every limited liability company may change its registered office or change its
14.2registered agent, and the agent may resign or change its business address or name, in the
14.3manner prescribed by section 5.36.

14.4    Sec. 15. [322C.0115] RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
14.5Every limited liability company registered agent may resign in the manner
14.6prescribed by section 5.36.

14.7    Sec. 16. [322C.0116] SERVICE OF PROCESS ON LIMITED LIABILITY
14.8COMPANY.
14.9    Subdivision 1. Agent. An agent for service of process appointed by a limited liability
14.10company or foreign limited liability company is an agent of the company for service of
14.11any process, notice, or demand required or permitted by law to be served on the company.
14.12    Subd. 2. Secretary of state. If a limited liability company or foreign limited
14.13liability company does not appoint or maintain an agent for service of process in this
14.14state or the agent for service of process cannot with reasonable diligence be found at
14.15the agent's street address, the secretary of state is an agent of the company upon whom
14.16process, notice, or demand may be served.
14.17    Subd. 3. Record of service. A process, notice, or demand required or permitted by
14.18law to be served upon a company may be served upon the secretary of state as provided
14.19in section 5.25.
14.20    Subd. 4. Other law not affected. This section does not affect the right to serve
14.21process, notice, or demand in any other manner provided by law.

14.22    Sec. 17. [322C.0117] LEGAL RECOGNITION OF ELECTRONIC RECORDS
14.23AND SIGNATURES.
14.24    Subdivision 1. Definitions. (a) For purposes of this section, the words, terms, and
14.25phrases defined in this subdivision have the meanings given them.
14.26(b) "Electronic" means relating to technology having electrical, digital, magnetic,
14.27wireless, optical, electromagnetic, or similar capabilities.
14.28(c) "Electronic record" means a record created, generated, sent, communicated,
14.29received, or stored by electronic means.
14.30(d) "Electronic signature" means an electronic sound, symbol, or process attached
14.31to or logically associated with a record and executed or adopted by a person with the
14.32intent to sign the record.
14.33    Subd. 2. Electronic records and signatures. For purposes of this chapter:
15.1(1) a record or signature may not be denied legal effect or enforceability solely
15.2because it is in electronic form;
15.3(2) a contract may not be denied legal effect or enforceability solely because an
15.4electronic record was used in its formation;
15.5(3) if a provision requires a record to be in writing, an electronic record satisfies
15.6the requirement; and
15.7(4) if a provision requires a signature, an electronic signature satisfies the requirement.

15.8FORMATION; ARTICLES OF ORGANIZATION AND OTHER FILINGS

15.9    Sec. 18. [322C.0201] FORMATION OF LIMITED LIABILITY COMPANY;
15.10ARTICLES OF ORGANIZATION.
15.11    Subdivision 1. Organizers. One or more persons may act as organizers to form
15.12a limited liability company by signing and filing with the secretary of state articles of
15.13organization.
15.14    Subd. 2. Required contents of articles of organization. Articles of organization
15.15must state:
15.16(1) the name of the limited liability company, which must comply with section
15.17322C.0108;
15.18(2) the street address of the initial registered office and the name of the initial agent
15.19for service of process of the company at the registered office; and
15.20(3) the name and street address of each organizer.
15.21    Subd. 3. Optional contents of articles of organization. Subject to section
15.22322C.0112, subdivision 3, articles of organization may also contain statements as to
15.23matters other than those required by subdivision 2. However, a statement in articles of
15.24organization is not effective as a statement of authority.
15.25    Subd. 4. Formation. (a) A limited liability company is formed when articles of
15.26organization have been filed with the secretary of state.
15.27(b) Except in a proceeding by this state to dissolve a limited liability company, the
15.28filing of the articles of organization by the secretary of state is conclusive proof that the
15.29organizer satisfied all conditions to the formation of a limited liability company.
15.30(c) The formation of a limited liability company does not by itself cause any person
15.31to become a member. However, this chapter does not preclude an agreement, made before
15.32or after formation of a limited liability company, which provides that one or more persons
15.33will become members, or acknowledging that one or more persons became members,
15.34upon or otherwise in connection with the formation of the limited liability company.

16.1    Sec. 19. [322C.0202] AMENDMENT OR RESTATEMENT OF ARTICLES OF
16.2ORGANIZATION.
16.3    Subdivision 1. Timing of amendment. Articles of organization may be amended or
16.4restated at any time.
16.5    Subd. 2. Amendment procedure. To amend its articles of organization, a limited
16.6liability company must file with the secretary of state an amendment stating:
16.7(1) the name of the company;
16.8(2) the changes the amendment makes to the articles of organization as most recently
16.9amended or restated; and
16.10(3) a statement that the amendment was adopted pursuant to this chapter.
16.11    Subd. 3. Restatement. To restate its articles of organization, a limited liability
16.12company must file with the secretary of state a restatement, designated as such in its
16.13heading, stating:
16.14(1) in the heading or an introductory paragraph, the company's present name; and
16.15(2) the changes the restatement makes to the articles of organization as most recently
16.16amended or restated.
16.17    Subd. 4. Date of effectuation. Subject to sections 322C.0112, subdivision 3, and
16.18322C.0205, subdivision 3, an amendment to or restatement of articles of organization is
16.19effective when filed with the secretary of state.
16.20    Subd. 5. Inaccurate information. If a member of a member-managed limited
16.21liability company, a manager of a manager-managed limited liability company, or a
16.22governor of a board-managed limited liability company, knows that any information in
16.23articles of organization filed with the secretary of state was inaccurate when the articles
16.24were filed or has become inaccurate owing to changed circumstances, the member,
16.25manager, or governor shall promptly:
16.26(1) cause the articles to be amended; or
16.27(2) if appropriate, file with the secretary of state a change of registered office under
16.28section 322C.0114.

16.29    Sec. 20. [322C.0203] SIGNING OF RECORDS TO BE FILED WITH
16.30SECRETARY OF STATE.
16.31    Subdivision 1. Signing requirements. A record filed with the secretary of state
16.32pursuant to this chapter must be signed as follows:
16.33(1) Except as otherwise provided in clauses (2) through (4), a record signed on behalf
16.34of a limited liability company must be signed by a person authorized by the company.
17.1(2) A limited liability company's initial articles of organization must be signed by
17.2at least one person acting as an organizer.
17.3(3) A notice under section 322C.0201, subdivision 5, clause (1), must be signed
17.4by an organizer.
17.5(4) A record filed on behalf of a dissolved limited liability company that has no
17.6members must be signed by the person winding up the company's activities under section
17.7322C.0702, subdivision 3, or a person appointed under section 322C.0702, subdivision 4,
17.8to wind up those activities.
17.9(5) A statement of denial by a person under section 322C.0303 must be signed
17.10by that person.
17.11(6) Any other record must be signed by the person on whose behalf the record is
17.12filed with the secretary of state.
17.13    Subd. 2. Signing by agent. Any record filed under this chapter may be signed by an
17.14agent pursuant to section 5.15.

17.15    Sec. 21. [322C.0204] SIGNING AND FILING PURSUANT TO JUDICIAL
17.16ORDER.
17.17    Subdivision 1. Process. If a person required by this chapter to sign a record or file
17.18a record with the secretary of state does not do so, any other person that is aggrieved
17.19may petition the appropriate court to order:
17.20(1) the person to sign the record;
17.21(2) the person to file the record with the secretary of state for filing; or
17.22(3) the secretary of state to file the record unsigned.
17.23    Subd. 2. Joinder of limited liability company. If a petitioner under subdivision
17.241 is not the limited liability company or foreign limited liability company to which the
17.25record pertains, the petitioner shall make the company a party to the action.

17.26    Sec. 22. [322C.0205] FILING OF RECORDS WITH SECRETARY OF STATE;
17.27EFFECTIVE TIME AND DATE.
17.28    Subdivision 1. Delivery requirements. A record authorized or required to be filed
17.29with the secretary of state under this chapter must be captioned to describe the record's
17.30purpose, be in a medium permitted by the secretary of state, and be delivered to the
17.31secretary of state. If the filing fees have been paid, unless the secretary of state determines
17.32that a record does not comply with the filing requirements of this chapter, the secretary
17.33of state shall file the record and:
18.1(1) for a statement of denial under section 322C.0303, send an image of the filed
18.2statement and a receipt for the fees to the person on whose behalf the statement was
18.3delivered for filing and to the limited liability company; and
18.4(2) for all other records, send an image of the filed record to the person on whose
18.5behalf the record was filed.
18.6    Subd. 2. Certified copy to requester. Upon request and payment of the requisite
18.7fee, the secretary of state shall send to the requester a certified copy of a requested record.
18.8    Subd. 3. Effective date and time. Except as otherwise provided in sections
18.9322C.0115, 322C.0201, subdivision 4, paragraph (a), and 322C.0206, a record filed with
18.10the secretary of state under this chapter may specify an effective time and a delayed
18.11effective date. Subject to sections 322C.0115, 322C.0201, subdivision 4, paragraph (a),
18.12and 322C.0206, a record filed with the secretary of state is effective:
18.13(1) if the record does not specify either an effective time or a delayed effective date,
18.14on the date and at the time the record is filed as evidenced by the secretary of state's
18.15endorsement of the date and time on the record;
18.16(2) if the record specifies an effective time but not a delayed effective date, on the
18.17date the record is filed at the time specified in the record;
18.18(3) if the record specifies a delayed effective date but not an effective time, at 11:59
18.19p.m. on the earlier of:
18.20(i) the specified date; or
18.21(ii) the 90th day after the record is filed; or
18.22(4) if the record specifies an effective time and a delayed effective date, at the
18.23specified time on the earlier of:
18.24(i) the specified date; or
18.25(ii) the 90th day after the record is filed.

18.26    Sec. 23. [322C.0206] LIABILITY FOR INACCURATE INFORMATION IN
18.27FILED RECORD.
18.28    Subdivision 1. Persons liable. If a record filed with the secretary of state under this
18.29chapter contains inaccurate information, a person that suffers a loss by reliance on the
18.30information may recover damages for the loss from:
18.31(1) a person that signed the record, or caused another to sign it on the person's
18.32behalf, and knew the information to be inaccurate at the time the record was signed; and
18.33(2) subject to subdivision 2, a member of a member-managed limited liability
18.34company or the manager of a manager-managed limited liability company, if:
18.35(i) the record was filed with the secretary of state on behalf of the company; and
19.1(ii) the member or manager had notice of the inaccuracy for a reasonably sufficient
19.2time before the information was relied upon so that, before the reliance, the member or
19.3manager reasonably could have:
19.4(A) effected an amendment under section 322C.0202;
19.5(B) filed a petition under section 322C.0204; or
19.6(C) filed with the secretary of state a statement under section 5.36, subdivision 3, or
19.7articles of correction under section 5.16.
19.8    Subd. 2. Excepted members. To the extent that the operating agreement of a
19.9member-managed limited liability company expressly relieves a member of responsibility
19.10for maintaining the accuracy of information contained in records filed with the secretary
19.11of state under this chapter and imposes that responsibility on one or more other members,
19.12the liability stated in subdivision 1, clause (2), applies to those other members and not to
19.13the member that the operating agreement relieves of the responsibility.
19.14    Subd. 3. Penalty of perjury. An individual who signs a record authorized or
19.15required to be filed under this chapter affirms under penalty of perjury that the information
19.16stated in the record is accurate.

19.17    Sec. 24. [322C.0207] CERTIFICATE OF EXISTENCE OR AUTHORIZATION.
19.18The secretary of state, upon request and payment of the requisite fee, shall furnish to
19.19any person a certificate of existence for a limited liability company pursuant to section 5.12.

19.20    Sec. 25. [322C.0208] ANNUAL REPORT FOR SECRETARY OF STATE.
19.21(a) The secretary of state may send annually to each limited liability company,
19.22using the information provided by the limited liability company and foreign limited
19.23liability company pursuant to section 5.002 or 5.34 or the articles of organization, a notice
19.24announcing the need to file the annual renewal and informing the limited liability company
19.25that the annual renewal may be filed online and that paper filings may also be made, and
19.26informing the limited liability company that failing to file the annual renewal will result
19.27in an administrative termination of the limited liability company or the revocation of
19.28the authority of the limited liability company and foreign limited liability company to
19.29do business in Minnesota.
19.30(b) Each calendar year beginning in the calendar year following the calendar year in
19.31which a limited liability company and foreign limited liability company files articles of
19.32organization, a limited liability company and foreign limited liability company must file
19.33with the secretary of state by December 31 of each calendar year a renewal containing the
19.34items required by section 5.34.

20.1RELATIONS OF MEMBERS, MANAGERS, AND GOVERNORS TO PERSONS
20.2DEALING WITH LIMITED LIABILITY COMPANY

20.3    Sec. 26. [322C.0301] NO AGENCY POWER OF MEMBER AS MEMBER.
20.4    Subdivision 1. No automatic agency. A member is not an agent of a limited liability
20.5company solely by reason of being a member.
20.6    Subd. 2. Other law not affected. A person's status as a member does not prevent or
20.7restrict law other than this chapter from imposing liability on a limited liability company
20.8because of the person's conduct.

20.9    Sec. 27. [322C.0302] STATEMENT OF AUTHORITY.
20.10    Subdivision 1. Filing of statement with secretary of state; contents. A limited
20.11liability company may file with the secretary of state a statement of authority. The
20.12statement:
20.13(1) must include the name of the company and the street address of its registered
20.14office;
20.15(2) with respect to any position that exists in or with respect to the company, may
20.16state the authority, or limitations on the authority, of all persons holding the position to:
20.17(i) execute an instrument transferring real property held in the name of the company;
20.18or
20.19(ii) enter into other transactions on behalf of, or otherwise act for or bind, the
20.20company; and
20.21(3) may state the authority, or limitations on the authority, of a specific person to:
20.22(i) execute an instrument transferring real property held in the name of the company;
20.23or
20.24(ii) enter into other transactions on behalf of, or otherwise act for or bind, the
20.25company.
20.26    Subd. 2. Amendment or cancellation of statement. To amend or cancel
20.27a statement of authority filed with the secretary of state under section 322C.0205,
20.28subdivision 1, a limited liability company must file with the secretary of state an
20.29amendment or cancellation stating:
20.30(1) the name of the company;
20.31(2) the street address of the company's registered office;
20.32(3) the caption of the statement being amended or canceled and the date the
20.33statement being affected became effective; and
21.1(4) the contents of the amendment or a declaration that the statement being affected
21.2is canceled.
21.3    Subd. 3. Statements effective only as to nonmembers. A statement of authority
21.4affects only the power of a person to bind a limited liability company to persons that are
21.5not members.
21.6    Subd. 4. Limitations of authority. Subject to subdivision 3 and section 322C.0103,
21.7subdivision 4, and except as otherwise provided in subdivisions 6, 7, and 8, a limitation on
21.8the authority of a person or a position contained in an effective statement of authority is
21.9not by itself evidence of knowledge or notice of the limitation by any person.
21.10    Subd. 5. Authority to transfer property other than real property. Subject to
21.11subdivision 3, a grant of authority not pertaining to transfers of real property and contained
21.12in an effective statement of authority is conclusive in favor of a person that gives value in
21.13reliance on the grant, except to the extent that when the person gives value:
21.14(1) the person has knowledge to the contrary;
21.15(2) the statement has been canceled or restrictively amended under subdivision 2; or
21.16(3) a limitation on the grant is contained in another statement of authority that
21.17became effective after the statement containing the grant became effective.
21.18    Subd. 6. Authority to transfer real property. Subject to subdivision 3, an
21.19effective statement of authority that grants authority to transfer real property held in the
21.20name of the limited liability company, whether or not a certified copy of the statement is
21.21recorded in the real property records, is conclusive in favor of a person that gives value in
21.22reliance on the grant without knowledge to the contrary, except to the extent that when
21.23the person gives value:
21.24(1) the statement has been canceled or restrictively amended under subdivision 2
21.25and a certified copy of the cancellation or restrictive amendment has been recorded in the
21.26real property records; or
21.27(2) a limitation on the grant is contained in another statement of authority that
21.28became effective after the statement containing the grant became effective and a certified
21.29copy of the later-effective statement is recorded in the real property records.
21.30    Subd. 7. Recording; constructive notice regarding real property. Subject to
21.31subdivision 3, if a certified copy of an effective statement containing a limitation on
21.32the authority to transfer real property held in the name of a limited liability company is
21.33recorded in the real property records, all persons are deemed to know of the limitation.
21.34    Subd. 8. Statements of dissolution or termination. Subject to subdivision 9, an
21.35effective statement of dissolution or termination is a cancellation of any filed statement
22.1of authority for the purposes of subdivision 6 and is a limitation on authority for the
22.2purposes of subdivision 7.
22.3    Subd. 9. Postdissolution statements. After a statement of dissolution becomes
22.4effective, a limited liability company may file with the secretary of state and, if
22.5appropriate, may record in the real property records, a statement of authority that is
22.6designated as a postdissolution statement of authority. The statement operates as provided
22.7in subdivisions 6 and 7.
22.8    Subd. 10. Statement of denial. An effective statement of denial operates as a
22.9restrictive amendment under this section and may be recorded by certified copy in the real
22.10property records for the purposes of subdivision 6, clause (1).

22.11    Sec. 28. [322C.0303] STATEMENT OF DENIAL.
22.12A person named in a filed statement of authority granting that person authority may
22.13file with the secretary of state for filing a statement of denial that:
22.14(1) provides the name of the limited liability company and the caption of the
22.15statement of authority to which the statement of denial pertains; and
22.16(2) denies the grant of authority.

22.17    Sec. 29. [322C.0304] LIABILITY OF MEMBERS, MANAGERS, AND
22.18GOVERNORS.
22.19    Subdivision 1. Liability shield for members, managers, and governors. The
22.20debts, obligations, or other liabilities of a limited liability company, whether arising in
22.21contract, tort, or otherwise:
22.22(1) are solely the debts, obligations, or other liabilities of the company; and
22.23(2) do not become the debts, obligations, or other liabilities of a member, manager,
22.24or governor solely by reason of the member acting as a member, manager acting as a
22.25manager, or governor acting as a governor.
22.26    Subd. 2. Effect of lack of formalities. The failure of a limited liability company to
22.27observe formalities relating exclusively to the management of its internal affairs is not
22.28a ground for imposing liability on the members, managers, or governors for the debts,
22.29obligations, or other liabilities of the company.
22.30    Subd. 3. Piercing the veil. Except as relates to the failure of a limited liability
22.31company to observe any formalities relating exclusively to the management of its internal
22.32affairs, the case law that states the conditions and circumstances under which the corporate
22.33veil of a corporation may be pierced under Minnesota law also applies to limited liability
22.34companies.

23.1RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED
23.2LIABILITY COMPANY

23.3    Sec. 30. [322C.0401] BECOMING A MEMBER.
23.4    Subdivision 1. One initial member. If a limited liability company is to have only
23.5one member upon formation, the person becomes a member as agreed by that person and
23.6the organizer of the company. That person and the organizer may be, but need not be,
23.7different persons. If different, the organizer acts on behalf of the initial member.
23.8    Subd. 2. Multiple initial members. If a limited liability company is to have more
23.9than one member upon formation, those persons become members as agreed by the
23.10persons before the formation of the company. The organizer acts on behalf of the persons
23.11in forming the company and may be, but need not be, one of the persons.
23.12    Subd. 3. Shelf limited liability company. If a limited liability company is to have
23.13no members upon formation, a person becomes an initial member of the limited liability
23.14company with the consent of a majority of the organizers. The organizers may consent to
23.15more than one person simultaneously becoming the company's initial members.
23.16    Subd. 4. Subsequent members. After a limited liability company has or has had at
23.17least one member, a person becomes a member:
23.18(1) as provided in the operating agreement;
23.19(2) as the result of a transaction effective under sections 322C.1001 to 322C.1015;
23.20(3) with the consent of all the members; or
23.21(4) if, within 90 consecutive days after the company ceases to have any members:
23.22(i) the last person to have been a member, or the legal representative of that person,
23.23designates a person to become a member; and
23.24(ii) the designated person consents to become a member.
23.25    Subd. 5. Neither transferable interest nor contribution required. A person may
23.26become a member without acquiring a transferable interest and without making or being
23.27obligated to make a contribution to the limited liability company.

23.28    Sec. 31. [322C.0402] FORM OF CONTRIBUTION.
23.29A contribution may consist of tangible or intangible property or other benefit to a
23.30limited liability company, including money, services performed, promissory notes, other
23.31agreements to contribute money or property, and contracts for services to be performed.

23.32    Sec. 32. [322C.0403] LIABILITY FOR CONTRIBUTIONS.
24.1    Subdivision 1. Impracticability no excuse. A person's obligation to make a
24.2contribution to a limited liability company is not excused by the person's death, disability,
24.3or other inability to perform personally. If a person does not make a required contribution,
24.4the person or the person's estate is obligated to contribute money equal to the value of the
24.5part of the contribution which has not been made, at the option of the company.
24.6    Subd. 2. Creditor enforcement. A creditor of a limited liability company which
24.7extends credit or otherwise acts in reliance on an obligation described in subdivision 1
24.8may enforce the obligation.

24.9    Sec. 33. [322C.0404] SHARING OF AND RIGHT TO DISTRIBUTIONS
24.10BEFORE DISSOLUTION.
24.11    Subdivision 1. Equal distributions. Any distributions made by a limited liability
24.12company before its dissolution and winding up must be in equal shares among members and
24.13dissociated members, except to the extent necessary to comply with any transfer effective
24.14under section 322C.0502 and any charging order in effect under section 322C.0503.
24.15    Subd. 2. Interim distributions. A person has a right to a distribution before the
24.16dissolution and winding up of a limited liability company only if the company decides
24.17to make an interim distribution. A person's dissociation does not entitle the person to
24.18a distribution.
24.19    Subd. 3. Form of distributions. A person does not have a right to demand or receive
24.20a distribution from a limited liability company in any form other than money. Except as
24.21otherwise provided in section 322C.0707, subdivision 3, a limited liability company may
24.22distribute an asset in kind if each part of the asset is fungible with each other part and each
24.23person receives a percentage of the asset equal in value to the person's share of distributions.
24.24    Subd. 4. Parity with creditors. If a member or transferee becomes entitled to receive
24.25a distribution, the member or transferee has the status of, and is entitled to all remedies
24.26available to, a creditor of the limited liability company with respect to the distribution.

24.27    Sec. 34. [322C.0405] LIMITATIONS ON DISTRIBUTION.
24.28    Subdivision 1. Distribution restrictions. A limited liability company may not
24.29make a distribution if after the distribution:
24.30(1) the company would not be able to pay its debts as they become due in the
24.31ordinary course of the company's activities; or
24.32(2) the company's total assets would be less than the sum of its total liabilities plus
24.33the amount that would be needed, if the company were to be dissolved, wound up, and
24.34terminated at the time of the distribution, to satisfy the preferential rights upon dissolution,
25.1winding up, and termination of members whose preferential rights are superior to those of
25.2persons receiving the distribution.
25.3    Subd. 2. Basis for decision. A limited liability company may base a determination
25.4that a distribution is not prohibited under subdivision 1 on financial statements prepared
25.5on the basis of accounting practices and principles that are reasonable in the circumstances
25.6or on a fair valuation or other method that is reasonable under the circumstances.
25.7    Subd. 3. Effect of distribution. Except as otherwise provided in subdivision 6, the
25.8effect of a distribution under subdivision 1 is measured:
25.9(1) in the case of a distribution by purchase, redemption, or other acquisition of a
25.10transferable interest in the company, as of the date money or other property is transferred
25.11or debt incurred by the company; and
25.12(2) in all other cases, as of the date:
25.13(i) the distribution is authorized, if the payment occurs within 120 days after that
25.14date; or
25.15(ii) the payment is made, if the payment occurs more than 120 days after the
25.16distribution is authorized.
25.17    Subd. 4. Equivalent to unsecured creditors. A limited liability company's
25.18indebtedness to a member incurred by reason of a distribution made according to this
25.19section is at parity with the company's indebtedness to its general, unsecured creditors.
25.20    Subd. 5. Exclusion from calculated indebtedness. A limited liability company's
25.21indebtedness, including indebtedness issued in connection with or as part of a distribution,
25.22is not a liability for purposes of subdivision 1 if the terms of the indebtedness provide that
25.23payment of principal and interest are made only to the extent that a distribution could
25.24be made to members under this section.
25.25    Subd. 6. Indebtedness as distribution. If indebtedness is issued as a distribution,
25.26each payment of principal or interest on the indebtedness is treated as a distribution, the
25.27effect of which is measured on the date the payment is made.
25.28    Subd. 7. Compensation not distribution. In subdivision 1, "distribution" does not
25.29include amounts constituting reasonable compensation for present or past services or
25.30reasonable payments made in the ordinary course of business under a bona fide retirement
25.31plan or other benefits program.

25.32    Sec. 35. [322C.0406] LIABILITY FOR IMPROPER DISTRIBUTIONS.
25.33    Subdivision 1. Personal liability for decision makers. Except as otherwise
25.34provided in subdivision 2, if a member of a member-managed limited liability
25.35company, manager of a manager-managed limited liability company, or governor of a
26.1board-managed limited liability company consents to a distribution made in violation of
26.2section 322C.0405 and in consenting to the distribution fails to comply with section
26.3322C.0409, the member, manager, or governor is personally liable to the company for
26.4the amount of the distribution that exceeds the amount that could have been distributed
26.5without the violation of section 322C.0405.
26.6    Subd. 2. Liability exception. To the extent the operating agreement of a
26.7member-managed limited liability company expressly relieves a member of the authority
26.8and responsibility to consent to distributions and imposes that authority and responsibility
26.9on one or more other members, the liability stated in subdivision 1 applies to the other
26.10members and not the member that the operating agreement relieves of authority and
26.11responsibility.
26.12    Subd. 3. Liability of recipients. A person that receives a distribution knowing that
26.13the distribution to that person was made in violation of section 322C.0405 is personally
26.14liable to the limited liability company but only to the extent that the distribution received
26.15by the person exceeded the amount that could have been properly paid under section
26.16322C.0405.
26.17    Subd. 4. Impleading. A person against which an action is commenced because the
26.18person is liable under subdivision 1 may:
26.19(1) implead any other person that is subject to liability under subdivision 1 and seek
26.20to compel pro rata contribution from the person in that action to the extent of the person's
26.21liability as provided in section 322C.0406, subdivision 1; and
26.22(2) implead any person that received a distribution in violation of section 322C.0405
26.23and seek to compel contribution from the person in the amount by which the distribution
26.24received by the person exceeded the amount that could have been properly paid under
26.25section 322C.0405.
26.26    Subd. 5. Statute of limitations. An action under this section is barred if not
26.27commenced within two years after the distribution.

26.28    Sec. 36. [322C.0407] MANAGEMENT OF LIMITED LIABILITY COMPANY.
26.29    Subdivision 1. Member-managed default. A limited liability company is a
26.30member-managed limited liability company unless the operating agreement:
26.31(1) expressly provides that:
26.32(i) the company is or will be "manager-managed" or "board-managed";
26.33(ii) the company is or will be "managed by managers" or "managed by a board"; or
26.34(iii) management of the company is or will be "vested in managers" or "vested
26.35in a board"; or
27.1(2) includes words of similar import.
27.2    Subd. 2. Member-managed company rules. In a member-managed limited
27.3liability company, the following rules apply:
27.4(1) The management and conduct of the company are vested in the members.
27.5(2) Each member has equal rights in the management and conduct of the company's
27.6activities.
27.7(3) A difference arising among members as to a matter in the ordinary course of the
27.8activities of the company may be decided by a majority of the members.
27.9(4) An act outside the ordinary course of the activities of the company may be
27.10undertaken only with the consent of all members.
27.11(5) The operating agreement may be amended only with the consent of all members.
27.12    Subd. 3. Manager-managed company rules. In a manager-managed limited
27.13liability company, the following rules apply:
27.14(1) Except as otherwise expressly provided in this chapter, any matter relating to the
27.15activities of the company is decided exclusively by the managers.
27.16(2) Each manager has equal rights in the management and conduct of the activities
27.17of the company.
27.18(3) A difference arising among managers as to a matter in the ordinary course of the
27.19activities of the company may be decided by a majority of the managers.
27.20(4) The consent of all members is required to:
27.21(i) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
27.22company's property, with or without the good will, outside the ordinary course of the
27.23company's activities;
27.24(ii) approve a merger, conversion, or domestication under sections 322C.1001 to
27.25322C.1015;
27.26(iii) undertake any other act outside the ordinary course of the company's activities;
27.27and
27.28(iv) amend the operating agreement.
27.29(5) A manager may be chosen at any time by the consent of a majority of the
27.30members and remains a manager until a successor has been chosen, unless the manager
27.31at an earlier time resigns, is removed, or dies, or, in the case of a manager that is not
27.32an individual, terminates. A manager may be removed at any time by the consent of a
27.33majority of the members without notice or cause.
27.34(6) A person need not be a member to be a manager, but the dissociation of a
27.35member that is also a manager removes the person as a manager. If a person that is both a
28.1manager and a member ceases to be a manager, that cessation does not by itself dissociate
28.2the person as a member.
28.3(7) A person's ceasing to be a manager does not discharge any debt, obligation, or
28.4other liability to the limited liability company or members which the person incurred
28.5while a manager.
28.6    Subd. 4. Board-managed company rules. In a board-managed limited liability
28.7company, the following rules apply:
28.8(1) The activities and affairs of a limited liability company are to be managed by and
28.9under the direction of a board of governors, which shall consist of one or more governors
28.10as determined by members holding a majority of the voting power of the members. Except
28.11as specifically stated in this subdivision and section 322C.0204, subdivision 5:
28.12(i) the board acts only through an act of the board;
28.13(ii) no individual governor has any right or power to act for the limited liability
28.14company; and
28.15(iii) only officers, managers, or other agents designated by the board or through a
28.16process approved by the board have the right to act for the limited liability company, and
28.17that right extends only to the extent consistent with the terms of the designation.
28.18(2) A governor must be a natural person. A person need not be a member to be a
28.19governor, but the dissociation of a member who is also a governor disqualifies the person
28.20as a governor. If a person who is both a governor and a member ceases to be a governor,
28.21that cessation does not by itself dissociate the person as a member. A person's ceasing
28.22to be a governor does not discharge any debt, obligation, or other liability to the limited
28.23liability company or members which the person incurred while a governor.
28.24(3) The method of election and any additional qualifications for governors will
28.25be as determined by members holding a majority of the voting power of the members.
28.26Governors are elected by a plurality of the voting power present and entitled to vote on the
28.27election of governors at a duly called or held meeting at which a quorum is present.
28.28(4) A member may waive notice of a meeting for the election of governors. A
28.29member's waiver of notice under this clause is effective whether given before, at, or after
28.30the meeting, and whether given in a record, orally, or by attendance. Attendance by a
28.31member at a meeting for election of governors is a waiver of notice of that meeting,
28.32except where the member objects at the beginning of the meeting to the transaction of
28.33business because the meeting is not lawfully called or convened and does not participate
28.34in the meeting after the objection.
28.35(5) Once elected, a governor holds office for the term for which the governor
28.36was elected and until a successor is elected, or until the earlier death, resignation,
29.1disqualification, or removal of the governor. A governor may resign at any time. A
29.2governor may be removed at any time, without cause and without advance notice, by a
29.3majority of the voting power of all of the members. The existence of vacancies does not
29.4affect the power of the board to function if at least one governor remains in office.
29.5(6) When a vacancy occurs, the limited liability company shall immediately notify
29.6all members in a record of the vacancy, stating the cause of the vacancy and the date the
29.7notice is sent. Within 30 days of that date, the members may fill the vacancy in the same
29.8method the members may elect governors under clause (3). If the vacancy is not filled
29.9by the members under this clause, the vacancy may be filled by the affirmative vote of a
29.10majority of the remaining governors, even though less than a quorum.
29.11(7) The board shall meet from time to time as determined by members holding a
29.12majority of the voting power of the members, at a place decided by the board. If the day
29.13or date, time, and place of a board of governors meeting have been provided in a board
29.14resolution, or announced at a previous meeting of the board of governors, no notice is
29.15required. Notice of an adjourned meeting need not be given other than by announcement
29.16at the meeting at which adjournment is taken. If notice is required for a meeting, notice
29.17shall be made in the manner stated in clause (8).
29.18(8) A governor may call a board meeting by giving at least ten days' notice in a
29.19record to all governors of the date, time, and place of the meeting. The notice need not
29.20state the purpose of the meeting. As to each governor, the notice is effective when given.
29.21(i) Notice may be:
29.22(A) mailed to the governor at an address designated by the person or at the last
29.23known address of the person;
29.24(B) deposited with a nationally recognized overnight delivery service for overnight
29.25delivery or, if overnight delivery to the governor is not available, for delivery as promptly
29.26as practicable to the governor at an address designated by the governor or at the last
29.27known address of the governor;
29.28(C) communicated to the governor orally;
29.29(D) handed to the governor;
29.30(E) given by facsimile communication, electronic mail, or any other form of
29.31electronic communication, if the governor has consented in a record to receive notice
29.32by such means; or
29.33(F) by any other means determined by members holding a majority of the voting
29.34power of the members.
29.35(ii) The notice is deemed given if by:
29.36(A) mail, when deposited in the United States mail with sufficient postage affixed;
30.1(B) by deposit for delivery, when deposited for delivery as provided in item (i),
30.2subitem (B), with delivery charges prepaid or otherwise provided for by the sender;
30.3(C) facsimile communication, when directed to a telephone number at which the
30.4governor has consented in a record to receive notice;
30.5(D) electronic mail, when directed to an electronic mail address at which the
30.6governor has consented in a record to receive notice; and
30.7(E) any other form of electronic communication by which the governor has
30.8consented in a record to receive notice, when directed to the governor.
30.9(9) A governor may waive notice of a meeting of the board of governors. A waiver
30.10of notice by a governor entitled to notice is effective whether given before, at, or after the
30.11meeting, and whether given in a record, orally, or by attendance. Attendance by a governor
30.12at a meeting is a waiver of notice of that meeting, except where the governor objects at the
30.13beginning of the meeting to the transaction of business because the meeting is not lawfully
30.14called or convened and does not participate in the meeting after the objection.
30.15(10) A majority of the governors currently holding office is a quorum for the
30.16transaction of business. When a quorum is present at a duly called or held meeting of
30.17the board, the vote of a majority of the directors present constitutes an act of the board.
30.18If a quorum is present when a duly called or held meeting is convened, the governors
30.19present may continue to transact business until adjournment, even though the withdrawal
30.20of a number of governors originally present leaves less than the proportion or number
30.21otherwise required for a quorum.
30.22(11) Any meeting among governors may be conducted solely by one or more means
30.23of remote communication through which all of the governors may participate with each
30.24other during the meeting, if the number of governors participating in the meeting would
30.25be sufficient to constitute a quorum. Participation in a meeting by that means constitutes
30.26presence in person at the meeting.
30.27(12) A governor may participate in a board of governors meeting by means of
30.28remote communication, through which the governor, other governors so participating, and
30.29all governors physically present at the meeting may participate with each other during
30.30the meeting. Participation in a meeting by that means constitutes presence in person
30.31at the meeting.
30.32(13) An action required or permitted to be taken at a board meeting may be taken
30.33by written action signed by the number of governors that would be required to take the
30.34same action at a meeting of the board of governors at which all governors were present.
30.35The written action is effective when signed by the required number of governors, unless a
30.36different effective time is provided in the written action. When written action is permitted
31.1to be taken by less than all governors, all governors must be notified immediately of its
31.2text and effective date. Failure to provide the notice does not invalidate the written action.
31.3A governor who does not sign or consent to the written action has no liability for the
31.4action or actions taken by the written action.
31.5(14) If the board designates a person as "chief manager," "president," "chief
31.6executive officer," "CEO," or another title of similar import, that person shall:
31.7(i) serve as an agent of the limited liability company at the will of the board, without
31.8prejudice to any rights the person may have under a contract with the limited liability
31.9company;
31.10(ii) have general active management of the business of the limited liability company,
31.11subject to the supervision and control of the board;
31.12(iii) see that all orders and resolutions of the board of governors are carried into effect;
31.13(iv) sign and deliver in the name of the limited liability company any deeds,
31.14mortgages, bonds, contracts, or other instruments pertaining to the business of the limited
31.15liability company, except in cases in which the authority to sign and deliver is required by
31.16law to be exercised by another person or is expressly delegated by the board of governors
31.17to some other officer or agent of the limited liability company;
31.18(v) maintain records of and, whenever necessary, certify all proceedings of the
31.19board of governors and the members; and
31.20(vi) perform other duties prescribed by the board of governors.
31.21(15) If the board designates a person as "treasurer," "chief financial officer," "CFO,"
31.22or another title of similar import, that person shall:
31.23(i) serve as an agent of the limited liability company at the will of the board, without
31.24prejudice to any rights the person may have under a contract with the limited liability
31.25company;
31.26(ii) keep accurate financial records for the limited liability company;
31.27(iii) deposit all money, drafts, and checks in the name of and to the credit of the limited
31.28liability company in the banks and depositories designated by the board of governors;
31.29(iv) endorse for deposit all notes, checks, and drafts received by the limited liability
31.30company as ordered by the board of governors, making proper vouchers for them;
31.31(v) disburse limited liability company funds and issue checks and drafts in the name
31.32of the limited liability company, as ordered by the board of governors;
31.33(vi) give to the chief executive officer and the board of governors, whenever
31.34requested, an account of all transactions by the chief financial officer and of the financial
31.35condition of the limited liability company; and
32.1(vii) perform other duties prescribed by the board of governors or by the chief
32.2executive officer.
32.3(16) The consent of all members is required to:
32.4(i) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the
32.5company's property, with or without the good will, outside the ordinary course of the
32.6company's activities;
32.7(ii) approve a merger, conversion, or domestication under sections 322C.1001 to
32.8322C.1015; and
32.9(iii) amend the operating agreement.
32.10(17) For purposes of this subdivision, each member possesses voting power in
32.11proportion to the member's interest in then current profits of the limited liability company
32.12and a majority of the voting power of the members is a quorum at a meeting of the members.
32.13    Subd. 5. Member consent. Any member may demand a meeting of the members to
32.14take action requiring consent of members under this chapter upon not less than 20 days'
32.15notice to each member in a record of the date and time of the meeting. Any meeting
32.16held upon member notice shall be held at the limited liability company's principal
32.17place of business if located within this state, and at the registered office if the principal
32.18place of business is not located within the state. Any action requiring the consent of
32.19members under this chapter may be taken or approved without a meeting by the written
32.20consent of the members holding the voting power required to take such action at a duly
32.21called meeting at which all members were present. A member may appoint a proxy or
32.22other agent to consent or otherwise act for the member by signing an appointing record,
32.23personally or by the member's agent.
32.24    Subd. 6. Impact of dissolution. The dissolution of a limited liability company does
32.25not affect the applicability of this section. However, a person that wrongfully causes
32.26dissolution of the company loses the right to participate in management in any capacity.
32.27    Subd. 7. Remuneration. This chapter does not entitle a member to remuneration
32.28for services performed for a member-managed limited liability company, except for
32.29reasonable compensation for services rendered in winding up the activities of the company.

32.30    Sec. 37. [322C.0408] INDEMNIFICATION AND INSURANCE.
32.31    Subdivision 1. Definitions. (a) For purposes of this section, the terms defined in this
32.32subdivision have the meanings given them.
32.33(b) "Limited liability company" includes a domestic or foreign limited liability
32.34company that was the predecessor of the limited liability company referred to in this
33.1section in a merger or other transaction in which the predecessor's existence ceased upon
33.2consummation of the transaction.
33.3(c) "Official capacity" means (1) with respect to a member of a member-managed
33.4company, a manager of a manager-managed company, or a governor of a board-managed
33.5company, actions taken in that capacity, (2) with respect to a person other than a member
33.6of a member-managed company, a manager of a manager-managed company, or a
33.7governor of a board-managed company, the elective or appointive office or position
33.8held by a manager or officer, member of a committee of the board of governors, the
33.9employment relationship undertaken by an employee of the limited liability company, or
33.10the scope of the services provided by members of the limited liability company who
33.11provide services to the limited liability company, and (3) with respect to a governor,
33.12manager, member, or employee of the limited liability company who, while a member,
33.13governor, manager, or employee of the limited liability company, is or was serving at
33.14the request of the limited liability company or whose duties in that position involve or
33.15involved service as a governor, director, manager, officer, member, partner, trustee,
33.16employee, or agent of another organization or employee benefit plan, the position of that
33.17person as a governor, director, manager, officer, member, partner, trustee, employee, or
33.18agent, as the case may be, of the other organization or employee benefit plan.
33.19(d) "Proceeding" means a threatened, pending, or completed civil, criminal,
33.20administrative, arbitration, or investigative proceeding, including a proceeding by or in
33.21the right of the limited liability company.
33.22(e) "Special legal counsel" means counsel who has not in the preceding five years
33.23(1) represented the limited liability company or a related organization in a capacity other
33.24than special legal counsel, or (2) represented a member, governor, manager, member of a
33.25committee of the board of governors, or employee, or other person whose indemnification
33.26is in issue.
33.27    Subd. 2. Indemnification. (a) Subject to the provisions of subdivision 4, a limited
33.28liability company shall indemnify a person made or threatened to be made a party to a
33.29proceeding by reason of the former or present official capacity of the person against
33.30judgments, penalties, fines, including, without limitation, excise taxes assessed against the
33.31person with respect to an employee benefit plan, settlements, and reasonable expenses,
33.32including attorney fees and disbursements, incurred by the person in connection with the
33.33proceeding, if, with respect to the acts or omissions of the person complained of in the
33.34proceeding, the person:
33.35(1) has not been indemnified by another organization or employee benefit plan for
33.36the same judgments, penalties, fines, including, without limitation, excise taxes assessed
34.1against the person with respect to an employee benefit plan, settlements, and reasonable
34.2expenses, including attorney fees and disbursements, incurred by the person in connection
34.3with the proceeding with respect to the same acts or omissions;
34.4(2) acted in good faith;
34.5(3) received no improper personal benefit and complied with the duties stated in
34.6sections 322C.0405 and 322C.0409, if applicable;
34.7(4) in the case of a criminal proceeding, had no reasonable cause to believe the
34.8conduct was unlawful; and
34.9(5) in the case of acts or omissions occurring in the official capacity described in
34.10subdivision 1, paragraph (c), clause (1) or (2), reasonably believed that the conduct was
34.11in the best interests of the limited liability company, or in the case of acts or omissions
34.12occurring in the official capacity described in subdivision 1, paragraph (c), clause (3),
34.13reasonably believed that the conduct was not opposed to the best interests of the limited
34.14liability company. If the person's acts or omissions complained of in the proceeding relate
34.15to conduct as a director, officer, trustee, employee, or agent of an employee benefit plan,
34.16the conduct is not considered to be opposed to the best interests of the limited liability
34.17company if the person reasonably believed that the conduct was in the best interests of the
34.18participants or beneficiaries of the employee benefit plan.
34.19(b) The termination of a proceeding by judgment, order, settlement, conviction, or
34.20upon a plea of nolo contendere or its equivalent does not, of itself, establish that the
34.21person did not meet the criteria set forth in this subdivision.
34.22    Subd. 3. Advances. Subject to the provisions of subdivision 4, if a person is made
34.23or threatened to be made a party to a proceeding, the person is entitled, upon written
34.24request to the limited liability company, to payment or reimbursement by the limited
34.25liability company of reasonable expenses, including attorney fees and disbursements,
34.26incurred by the person in advance of the final disposition of the proceeding:
34.27(1) upon receipt by the limited liability company of a written affirmation by the
34.28person of a good faith belief that the criteria for indemnification in subdivision 2 have
34.29been satisfied and a written undertaking by the person to repay all amounts so paid or
34.30reimbursed by the limited liability company, if it is ultimately determined that the criteria
34.31for indemnification have not been satisfied; and
34.32(2) after a determination that the facts then known to those making the determination
34.33would not preclude indemnification under this section.
34.34The written undertaking required by clause (1) is an unlimited general obligation of
34.35the person making it, but need not be secured and shall be accepted without reference to
34.36financial ability to make the repayment.
35.1    Subd. 4. Prohibition or limit on indemnification or advances. The articles of
35.2organization or the operating agreement either may prohibit indemnification or advances of
35.3expenses otherwise required by this section or may impose conditions on indemnification
35.4or advances of expenses in addition to the conditions contained in subdivisions 2 and 3
35.5including, without limitation, monetary limits on indemnification or advances of expenses,
35.6if the conditions apply equally to all persons or to all persons within a given class. A
35.7prohibition or limit on indemnification or advances may not apply to or affect the right
35.8of a person to indemnification or advances of expenses with respect to any acts or
35.9omissions of the person occurring before the effective date of a provision in the articles of
35.10organization, a member control agreement, or the date of adoption of a provision in the
35.11bylaws establishing the prohibition or limit on indemnification or advances.
35.12    Subd. 5. Reimbursement to witnesses. This section does not require, or limit the
35.13ability of, a limited liability company to reimburse expenses, including attorney fees
35.14and disbursements, incurred by a person in connection with an appearance as a witness
35.15in a proceeding at a time when the person has not been made or threatened to be made
35.16a party to a proceeding.
35.17    Subd. 6. Determination of eligibility. (a) All determinations whether
35.18indemnification of a person is required because the criteria in subdivision 2 have been
35.19satisfied and whether a person is entitled to payment or reimbursement of expenses in
35.20advance of the final disposition of a proceeding as provided in subdivision 3 must be made:
35.21(1) in a board-managed limited liability company:
35.22(i) by the board of governors by a majority of a quorum, provided that governors
35.23who are, at the time, parties to the proceeding shall not be counted for determining either
35.24a majority or the presence of a quorum;
35.25(ii) if a quorum under item (i) cannot be obtained, by a majority of a committee of
35.26the board of governors, consisting solely of two or more governors not at the time parties
35.27to the proceeding, duly designated to act in the matter by a majority of the full board of
35.28governors including governors who are parties; and
35.29(iii) if a determination is not made under item (i) or (ii), by special legal counsel,
35.30selected either by a majority of the board of governors or a committee by vote pursuant
35.31to item (i) or (ii) or, if the requisite quorum of the full board of governors cannot be
35.32obtained and the committee cannot be established, by a majority of the full board of
35.33governors including governors who are parties;
35.34(2) in all other cases, by the affirmative vote of the members, with each member
35.35having voting power in proportion to the member's interest in then current profits of the
35.36limited liability company, but the membership interests held by parties to the proceeding
36.1must not be counted in determining the presence of a quorum and are not considered to be
36.2present and entitled to vote on the determination; or
36.3(3) if an adverse determination is made under clauses (1) or (2), or if no
36.4determination is made under clauses (1) or (2) within 60 days after (i) the later to occur
36.5of the termination of a proceeding or a written request for indemnification to the limited
36.6liability company or (ii) a written request for an advance of expenses, as the case may be,
36.7by a court in this state, which may be the same court in which the proceeding involving
36.8the person's liability took place, upon application of the person and any notice the
36.9court requires. The person seeking indemnification or payment or reimbursement of
36.10expenses pursuant to this clause has the burden of establishing that the person is entitled to
36.11indemnification or payment or reimbursement of expenses.
36.12(b) With respect to a person who is not, and was not at the time of the acts or
36.13omissions complained of in the proceedings, a member, governor, manager, or person
36.14possessing, directly or indirectly, the power to direct or cause the direction of the
36.15management or policies of the limited liability company, the determination whether
36.16indemnification of this person is required because the criteria set forth in subdivision 2
36.17have been satisfied and whether this person is entitled to payment or reimbursement of
36.18expenses in advance of the final disposition of a proceeding as provided in subdivision 3
36.19may be made (i) in a board-managed limited liability company, by an annually appointed
36.20committee of the board of governors, having at least one member who is a governor, which
36.21committee shall report at least annually to the board of governors concerning its actions
36.22and (ii) in all other cases by a committee appointed annually by the members, having at
36.23least one committee member who is a member of the limited liability company, which
36.24committee shall report at least annually to the board of governors concerning its actions.
36.25    Subd. 7. Insurance. A limited liability company may purchase and maintain
36.26insurance on behalf of a member, manager, or governor of the company against liability
36.27asserted against or incurred by the member, manager, or governor in that capacity or
36.28arising from that status even if, under section 322C.0110, subdivision 7, the operating
36.29agreement could not eliminate or limit the person's liability to the company for the conduct
36.30giving rise to the liability and whether or not the limited liability company would have
36.31been required to indemnify the person against the liability under this section.
36.32    Subd. 8. Disclosure. A limited liability company that indemnifies or advances
36.33expenses to a person according to this section in connection with a proceeding by or on
36.34behalf of the limited liability company shall report to the members in writing the amount
36.35of the indemnification or advance and to whom and on whose behalf it was paid not
36.36later than the next meeting of members.
37.1    Subd. 9. Indemnification of other persons. Nothing in this section must be
37.2construed to limit the power of the limited liability company to indemnify persons other
37.3than a governor, manager, member, employee, or member of a committee of the board
37.4of the limited liability company, by contract or otherwise.

37.5    Sec. 38. [322C.0409] STANDARDS OF CONDUCT FOR MEMBERS,
37.6MANAGERS, AND GOVERNORS.
37.7    Subdivision 1. Scope of duties. A member of a member-managed limited liability
37.8company owes to the company and, subject to section 322C.0901, subdivision 2, the other
37.9members the fiduciary duties of loyalty and care stated in subdivisions 2 and 3.
37.10    Subd. 2. Duty of loyalty. The duty of loyalty of a member in a member-managed
37.11limited liability company includes the duties:
37.12(1) to account to the company and to hold as trustee for it any property, profit, or
37.13benefit derived by the member:
37.14(i) in the conduct or winding up of the company's activities;
37.15(ii) from a use by the member of the company's property; or
37.16(iii) from the appropriation of a limited liability company opportunity;
37.17(2) to refrain from dealing with the company in the conduct or winding up of
37.18the company's activities as or on behalf of a person having an interest adverse to the
37.19company; and
37.20(3) to refrain from competing with the company in the conduct of the company's
37.21activities before the dissolution of the company.
37.22    Subd. 3. Duty of care. Subject to the business judgment rule, the duty of care of a
37.23member of a member-managed limited liability company in the conduct and winding up
37.24of the company's activities is to act with the care that a person in a like position would
37.25reasonably exercise under similar circumstances and in a manner the member reasonably
37.26believes to be in the best interests of the company. In discharging this duty, a member
37.27may rely in good faith on opinions, reports, statements, or other information provided by
37.28another person that the member reasonably believes is a competent and reliable source
37.29for the information.
37.30    Subd. 4. Contractual obligation of good faith and fair dealing. A member in
37.31a limited liability company shall discharge the member's duties and exercise any rights
37.32under this chapter or under the operating agreement consistently with the contractual
37.33obligation of good faith and fair dealing, including acting in a manner, in light of the
37.34operating agreement, that is honest, fair, and reasonable.
38.1    Subd. 5. Fairness defense. It is a defense to a claim under subdivision 2, clause
38.2(2), and any comparable claim in equity or at common law that the transaction was fair
38.3to the limited liability company.
38.4    Subd. 6. Authorization and ratification. All of the members of a member-managed
38.5limited liability company or a manager-managed limited liability company may authorize
38.6or ratify, after full disclosure of all material facts, a specific act or transaction that
38.7otherwise would violate the duty of loyalty.
38.8    Subd. 7. Manager-managed company rules. In a manager-managed limited
38.9liability company, the following rules apply:
38.10(1) Subdivisions 1, 2, 3, and 5 apply to the manager or managers and not the members.
38.11(2) The duty stated under subdivision 2, clause (3), continues until winding up
38.12is completed.
38.13(3) Subdivision 4 applies to the members and managers.
38.14(4) Subdivision 6 applies only to the members.
38.15(5) A member does not have any fiduciary duty to the company or to any other
38.16member solely by reason of being a member.
38.17    Subd. 8. Board-managed company rules. In a board-managed limited liability
38.18company, the following rules apply:
38.19(1) Subdivisions 1, 2, 3, and 5 apply to the governors and not the members.
38.20(2) The duty stated under subdivision 2, clause (3), continues until winding up
38.21is completed.
38.22(3) Subdivision 4 applies to the members and governors.
38.23(4) Subdivision 6 applies only to the members.
38.24(5) A member does not have any fiduciary duty to the company or to any other
38.25member solely by reason of being a member.

38.26    Sec. 39. [322C.0410] RIGHT OF MEMBERS, MANAGERS, GOVERNORS,
38.27AND DISSOCIATED MEMBERS TO INFORMATION.
38.28    Subdivision 1. Member-managed company rules. In a member-managed limited
38.29liability company, the following rules apply:
38.30(1) On reasonable notice, a member may inspect and copy during regular business
38.31hours, at a reasonable location specified by the company, any record maintained by the
38.32company regarding the company's activities, financial condition, and other circumstances,
38.33to the extent the information is material to the member's rights and duties under the
38.34operating agreement or this chapter.
38.35(2) The company shall furnish to each member:
39.1(i) without demand, any information concerning the company's activities, financial
39.2condition, and other circumstances which the company knows and is material to the
39.3proper exercise of the member's rights and duties under the operating agreement or this
39.4chapter, except to the extent the company can establish that it reasonably believes the
39.5member already knows the information; and
39.6(ii) on demand, any other information concerning the company's activities, financial
39.7condition, and other circumstances, except to the extent the demand or information
39.8demanded is unreasonable or otherwise improper under the circumstances.
39.9(3) The duty to furnish information under clause (2) also applies to each member to
39.10the extent the member knows any of the information described in clause (2).
39.11    Subd. 2. Manager-managed and board-managed company rules. In a
39.12manager-managed limited liability company, the following rules apply:
39.13(1) The informational rights stated in subdivision 1 and the duty stated in subdivision
39.141, clause (3), apply to the managers or governors and not the members.
39.15(2) During regular business hours and at a reasonable location specified by the
39.16company, a member may obtain from the company and inspect and copy full information
39.17regarding the activities, financial condition, and other circumstances of the company as
39.18is just and reasonable if:
39.19(i) the member seeks the information for a purpose material to the member's interest
39.20as a member;
39.21(ii) the member makes a demand in a record received by the company, describing
39.22with reasonable particularity the information sought and the purpose for seeking the
39.23information; and
39.24(iii) the information sought is directly connected to the member's purpose.
39.25(3) Within ten days after receiving a demand pursuant to clause (2), item (ii), the
39.26company shall in a record inform the member that made the demand:
39.27(i) of the information that the company will provide in response to the demand and
39.28when and where the company will provide the information; and
39.29(ii) if the company declines to provide any demanded information, the company's
39.30reasons for declining.
39.31(4) Whenever this chapter or an operating agreement provides for a member to give
39.32or withhold consent to a matter, before the consent is given or withheld, the company
39.33shall, without demand, provide the member with all information that is known to the
39.34company and is material to the member's decision.
39.35    Subd. 3. Dissociated member access. On ten days' demand made in a record
39.36received by a limited liability company, a dissociated member may have access to
40.1information to which the person was entitled while a member if the information pertains to
40.2the period during which the person was a member, the person seeks the information in
40.3good faith, and the person satisfies the requirements imposed on a member by subdivision
40.42, clause (2). The company shall respond to a demand made pursuant to this subdivision
40.5in the manner provided in subdivision 2, clause (3).
40.6    Subd. 4. Access costs. A limited liability company may charge a person that makes
40.7a demand under this section the reasonable costs of copying, limited to the costs of labor
40.8and material.
40.9    Subd. 5. Agent use. A member or dissociated member may exercise rights under
40.10this section through an agent or, in the case of an individual under legal disability, a
40.11legal representative. Any restriction or condition imposed by the operating agreement or
40.12under subdivision 7 applies both to the agent or legal representative and the member
40.13or dissociated member.
40.14    Subd. 6. Transferee excluded. The rights under this section do not extend to a
40.15person as transferee.
40.16    Subd. 7. Reasonable restrictions to access. In addition to any restriction or
40.17condition stated in its operating agreement, a limited liability company, as a matter within
40.18the ordinary course of its activities, may impose reasonable restrictions and conditions on
40.19access to and use of information to be furnished under this section, including designating
40.20information confidential and imposing nondisclosure and safeguarding obligations on
40.21the recipient. In a dispute concerning the reasonableness of a restriction under this
40.22subdivision, the company has the burden of proving reasonableness.

40.23TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES
40.24AND CREDITORS

40.25    Sec. 40. [322C.0501] NATURE OF TRANSFERABLE INTEREST.
40.26A transferable interest is personal property.

40.27    Sec. 41. [322C.0502] TRANSFER OF TRANSFERABLE INTEREST.
40.28    Subdivision 1. Transfers. A transfer, in whole or in part, of a transferable interest:
40.29(1) is permissible;
40.30(2) does not by itself cause a member's dissociation or a dissolution and winding up
40.31of the limited liability company's activities; and
40.32(3) subject to section 322C.0504, does not entitle the transferee to:
40.33(i) participate in the management or conduct of the company's activities; or
41.1(ii) except as otherwise provided in subdivision 3, have access to records or other
41.2information concerning the company's activities.
41.3    Subd. 2. Transferee right to distributions. A transferee has the right to receive,
41.4in accordance with the transfer, distributions to which the transferor would otherwise
41.5be entitled.
41.6    Subd. 3. Transferee right to an account. In a dissolution and winding up of
41.7a limited liability company, a transferee is entitled to an account of the company's
41.8transactions only from the date of dissolution.
41.9    Subd. 4. Evidence of interest. A transferable interest may be evidenced by a
41.10certificate of the interest issued by the limited liability company in a record, and, subject
41.11to this section, the interest represented by the certificate may be transferred by a transfer of
41.12the certificate.
41.13    Subd. 5. Company notice required. A limited liability company need not give
41.14effect to a transferee's rights under this section until the company has notice of the transfer.
41.15    Subd. 6. Violative transfers ineffective. A transfer of a transferable interest in
41.16violation of a restriction on transfer contained in the operating agreement is ineffective as
41.17to a person having notice of the restriction at the time of transfer.
41.18    Subd. 7. Rights retained. Except as otherwise provided in section 322C.0602,
41.19clause (4), item (ii), when a member transfers a transferable interest, the transferor retains
41.20the rights of a member other than the interest in distributions transferred and retains all
41.21duties and obligations of a member.
41.22    Subd. 8. Transferee liability. When a member transfers a transferable interest to a
41.23person that becomes a member with respect to the transferred interest, the transferee is
41.24liable for the member's obligations under sections 322C.0403 and 322C.0406, subdivision
41.253, known to the transferee when the transferee becomes a member.

41.26    Sec. 42. [322C.0503] CHARGING ORDER.
41.27    Subdivision 1. Charging order against transferable interest. On application
41.28by a judgment creditor of a member or transferee, a court may enter a charging order
41.29against the transferable interest of the judgment debtor for the unsatisfied amount of the
41.30judgment. A charging order constitutes a lien on a judgment debtor's transferable interest
41.31and requires the limited liability company to pay over to the person to which the charging
41.32order was issued any distribution that would otherwise be paid to the judgment debtor.
41.33    Subd. 2. Charging order effectuation. To the extent necessary to effectuate the
41.34collection of distributions pursuant to a charging order in effect under subdivision 1,
41.35the court may:
42.1(1) appoint a receiver of the distributions subject to the charging order, with the
42.2power to make all inquiries the judgment debtor might have made; and
42.3(2) make all other orders necessary to give effect to the charging order.
42.4    Subd. 3. Foreclosure and sale. Upon a showing that distributions under a charging
42.5order will not pay the judgment debt within a reasonable time, the court may foreclose
42.6the lien and order the sale of the transferable interest. The purchaser at the foreclosure
42.7sale obtains only the transferable interest, does not thereby become a member, and is
42.8subject to section 322C.0502.
42.9    Subd. 4. Extinguishing charging order. At any time before foreclosure under
42.10subdivision 3, the member or transferee whose transferable interest is subject to a charging
42.11order under subdivision 1 may extinguish the charging order by satisfying the judgment
42.12and filing a certified copy of the satisfaction with the court that issued the charging order.
42.13    Subd. 5. Succession to rights of judgment creditor. At any time before
42.14foreclosure under subdivision 3, a limited liability company or one or more members
42.15whose transferable interests are not subject to the charging order may pay to the judgment
42.16creditor the full amount due under the judgment and thereby succeed to the rights of the
42.17judgment creditor, including the charging order.
42.18    Subd. 6. Exemption laws applicable. This chapter does not deprive any member or
42.19transferee of the benefit of any exemption laws applicable to the member's or transferee's
42.20transferable interest.
42.21    Subd. 7. Exclusive remedy. This section provides the exclusive remedy by which a
42.22person seeking to enforce a judgment against a member or transferee may, in the capacity
42.23of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest.

42.24    Sec. 43. [322C.0504] POWER OF PERSONAL REPRESENTATIVE OF
42.25DECEASED MEMBER.
42.26If a member dies, the deceased member's personal representative or other legal
42.27representative may exercise the rights of a transferee provided in section 322C.0502,
42.28subdivision 3, and, for the purposes of settling the estate, the rights of a current member
42.29under section 322C.0410.

42.30MEMBER'S DISSOCIATION

42.31    Sec. 44. [322C.0601] MEMBER'S POWER TO DISSOCIATE; WRONGFUL
42.32DISSOCIATION.
43.1    Subdivision 1. Power to dissociate. A person has the power to dissociate as a
43.2member at any time, rightfully or wrongfully, by withdrawing as a member by express
43.3will under section 322C.0602, clause (1).
43.4    Subd. 2. Wrongful dissociation. A person's dissociation from a limited liability
43.5company is wrongful only if the dissociation:
43.6(1) is in breach of an express provision of the operating agreement; or
43.7(2) occurs before the termination of the company and:
43.8(i) the person withdraws as a member by express will;
43.9(ii) the person is expelled as a member by judicial order under section 322C.0602,
43.10clause (5);
43.11(iii) the person is dissociated under section 322C.0602, clause (7), item (i), by
43.12becoming a debtor in bankruptcy; or
43.13(iv) in the case of a person that is not a trust other than a business trust, an estate,
43.14or an individual, the person is expelled or otherwise dissociated as a member because it
43.15willfully dissolved or terminated.
43.16    Subd. 3. Liability for wrongful dissociation. A person that wrongfully dissociates
43.17as a member is liable to the limited liability company and, subject to section 322C.0901,
43.18to the other members for damages caused by the dissociation. The liability is in addition
43.19to any other debt, obligation, or other liability of the member to the company or the other
43.20members.

43.21    Sec. 45. [322C.0602] EVENTS CAUSING DISSOCIATION.
43.22A person is dissociated as a member from a limited liability company when:
43.23(1) the company has notice of the person's express will to withdraw as a member,
43.24but, if the person specified a withdrawal date later than the date the company had notice,
43.25on that later date;
43.26(2) an event stated in the operating agreement as causing the person's dissociation
43.27occurs;
43.28(3) the person is expelled as a member pursuant to the operating agreement;
43.29(4) the person is expelled as a member by the unanimous consent of the other
43.30members if:
43.31(i) it is unlawful to carry on the company's activities with the person as a member;
43.32(ii) there has been a transfer of all of the person's transferable interest in the
43.33company, other than:
43.34(A) a transfer for security purposes; or
43.35(B) a charging order in effect under section 322C.0503 which has not been foreclosed;
44.1(iii) the person is a corporation and, within 90 days after the company notifies the
44.2person that it will be expelled as a member because the person has filed a certificate of
44.3dissolution or the equivalent, its charter has been revoked, or its right to conduct business
44.4has been suspended by the jurisdiction of its incorporation, the certificate of dissolution
44.5has not been revoked or its charter or right to conduct business has not been reinstated; or
44.6(iv) the person is a limited liability company or partnership that has been dissolved
44.7and whose business is being wound up;
44.8(5) on application by the company, the person is expelled as a member by judicial
44.9order because the person:
44.10(i) has engaged, or is engaging, in wrongful conduct that has adversely and
44.11materially affected, or will adversely and materially affect, the company's activities;
44.12(ii) has willfully or persistently committed, or is willfully and persistently
44.13committing, a material breach of the operating agreement or the person's duties or
44.14obligations under section 322C.0409; or
44.15(iii) has engaged, or is engaging, in conduct relating to the company's activities which
44.16makes it not reasonably practicable to carry on the activities with the person as a member;
44.17(6) in the case of a person who is an individual:
44.18(i) the person dies; or
44.19(ii) in a member-managed limited liability company:
44.20(A) a guardian or general conservator for the person is appointed; or
44.21(B) there is a judicial order that the person has otherwise become incapable of
44.22performing the person's duties as a member under this chapter or the operating agreement;
44.23(7) in a member-managed limited liability company, the person:
44.24(i) becomes a debtor in bankruptcy;
44.25(ii) executes an assignment for the benefit of creditors; or
44.26(iii) seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or
44.27liquidator of the person or of all or substantially all of the person's property;
44.28(8) in the case of a person that is a trust or is acting as a member by virtue of being a
44.29trustee of a trust, the trust's entire transferable interest in the company is distributed;
44.30(9) in the case of a person that is an estate or is acting as a member by virtue of
44.31being a personal representative of an estate, the estate's entire transferable interest in the
44.32company is distributed;
44.33(10) in the case of a member that is not an individual, partnership, limited liability
44.34company, corporation, trust, or estate, the termination of the member;
44.35(11) the company participates in a merger under sections 322C.1001 to 322C.1015, if:
44.36(i) the company is not the surviving entity; or
45.1(ii) otherwise as a result of the merger, the person ceases to be a member;
45.2(12) the company participates in a conversion under sections 322C.1001 to
45.3322C.1015;
45.4(13) the company participates in a domestication under sections 322C.1001 to
45.5322C.1015, if, as a result of the domestication, the person ceases to be a member; or
45.6(14) the company terminates.

45.7    Sec. 46. [322C.0603] EFFECT OF PERSON'S DISSOCIATION AS MEMBER.
45.8    Subdivision 1. Effect of dissociation. When a person is dissociated as a member of
45.9a limited liability company:
45.10(1) the person's right to participate as a member in the management and conduct of
45.11the company's activities terminates;
45.12(2) if the company is member-managed, the person's fiduciary duties as a member
45.13end with regard to matters arising and events occurring after the person's dissociation; and
45.14(3) subject to sections 322C.0504 and 322C.1001 to 322C.1015, any transferable
45.15interest owned by the person immediately before dissociation in the person's capacity as
45.16a member is owned by the person solely as a transferee.
45.17    Subd. 2. No discharge. A person's dissociation as a member of a limited liability
45.18company does not of itself discharge the person from any debt, obligation, or other
45.19liability to the company or the other members that the person incurred while a member.

45.20DISSOLUTION AND WINDING UP

45.21    Sec. 47. [322C.0701] EVENTS CAUSING DISSOLUTION.
45.22    Subdivision 1. Dissolution events. A limited liability company is dissolved, and its
45.23activities must be wound up, upon the occurrence of any of the following:
45.24(1) an event or circumstance that the operating agreement states causes dissolution;
45.25(2) the consent of all the members;
45.26(3) following the admission of the initial member or members, the passage of 90
45.27consecutive days during which the company has no members;
45.28(4) on application by a member, the entry by appropriate court of an order dissolving
45.29the company on the grounds that:
45.30(i) the conduct of all or substantially all of the company's activities is unlawful; or
45.31(ii) it is not reasonably practicable to carry on the company's activities in conformity
45.32with the articles of organization and the operating agreement;
46.1(5) on application by a member, the entry by appropriate court of an order dissolving
46.2the company on the grounds that the managers, governors, or those members in control of
46.3the company:
46.4(i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or
46.5(ii) have acted or are acting in a manner that is oppressive and was, is, or will be
46.6directly harmful to the applicant; or
46.7(6) on application by the attorney general in an action commenced pursuant to
46.8section 322C.0708, the entry by appropriate court of an order dissolving the company on
46.9grounds specified in 322C.0708.
46.10    Subd. 2. Alternative remedies. In a proceeding brought under subdivision 1, clause
46.11(5), the court may order a remedy other than dissolution, which may include the sale for
46.12fair value of all membership interests a member owns in a limited liability company to
46.13the limited liability company or one or more of the other members. A remedy other than
46.14dissolution may be ordered in any case where that remedy would be appropriate under all
46.15the facts and circumstances of the case.
46.16    Subd. 3. Venue. A proceeding brought under subdivision 1, clause (5), must
46.17be brought in a court within the county in which the registered office of the limited
46.18liability company is located. It is not necessary to make members parties to the action or
46.19proceeding unless relief is sought against them personally.

46.20    Sec. 48. [322C.0702] WINDING UP.
46.21    Subdivision 1. Winding up required. A dissolved limited liability company shall
46.22wind up its activities, and the company continues after dissolution only for the purpose
46.23of winding up.
46.24    Subd. 2. Winding up process. In winding up its activities, a limited liability
46.25company:
46.26(1) shall discharge the company's debts, obligations, or other liabilities, settle and
46.27close the company's activities, and marshal and distribute the assets of the company; and
46.28(2) may:
46.29(i) file with the secretary of state a statement of dissolution stating the name of the
46.30company and that the company is dissolved;
46.31(ii) preserve the company activities and property as a going concern for a reasonable
46.32time;
46.33(iii) prosecute and defend actions and proceedings, whether civil, criminal, or
46.34administrative;
46.35(iv) transfer the company's property;
47.1(v) settle disputes by mediation or arbitration;
47.2(vi) file with the secretary of state a statement of termination stating the name of the
47.3company and that the company is terminated; and
47.4(vii) perform other acts necessary or appropriate to the winding up.
47.5    Subd. 3. Winding up by legal representative. If a dissolved limited liability
47.6company has no members, the legal representative of the last person to have been a
47.7member may wind up the activities of the company. If the person does so, the person has
47.8the powers of a sole manager under section 322C.0407, subdivision 3, and is deemed to be
47.9a manager for the purposes of section 322C.0304, subdivision 1, clause (2).
47.10    Subd. 4. Winding up by person other than legal representative. If the legal
47.11representative under subdivision 3 declines or fails to wind up the company's activities, a
47.12person may be appointed to do so by the consent of transferees owning a majority of the
47.13rights to receive distributions as transferees at the time the consent is to be effective. A
47.14person appointed under this subdivision:
47.15(1) has the powers of a sole manager under section 322C.0407, subdivision 3, and
47.16is deemed to be a manager for the purposes of section 322C.0304, subdivision 1, clause
47.17(2); and
47.18(2) shall promptly file with the secretary of state an amendment to the company's
47.19articles of organization to:
47.20(i) state that the company has no members;
47.21(ii) state that the person has been appointed pursuant to this subdivision to wind up
47.22the company; and
47.23(iii) provide the street address of the person.
47.24    Subd. 5. Judicial supervision. The appropriate court may order judicial supervision
47.25of the winding up of a dissolved limited liability company, including the appointment of a
47.26person to wind up the company's activities:
47.27(1) on application of a member, if the applicant establishes good cause;
47.28(2) on the application of a transferee, if:
47.29(i) the company does not have any members;
47.30(ii) the legal representative of the last person to have been a member declines or fails
47.31to wind up the company's activities; and
47.32(iii) within a reasonable time following the dissolution a person has not been
47.33appointed pursuant to subdivision 4; or
47.34(3) in connection with a proceeding under section 322C.0701, subdivision 1, clause
47.35(4) or (5).

48.1    Sec. 49. [322C.0703] KNOWN CLAIMS AGAINST DISSOLVED LIMITED
48.2LIABILITY COMPANY.
48.3    Subdivision 1. Notice of known claims. Except as otherwise provided in
48.4subdivision 4, a dissolved limited liability company may give notice of a known claim
48.5under subdivision 2 that has the effect as provided in subdivision 3.
48.6    Subd. 2. Notice requirements. A dissolved limited liability company may in a
48.7record notify its known claimants of the dissolution. The notice must:
48.8(1) specify the information required to be included in a claim;
48.9(2) provide a mailing address to which the claim is to be sent;
48.10(3) state the deadline for receipt of the claim, which may not be less than 120 days
48.11after the date the notice is received by the claimant; and
48.12(4) state that the claim will be barred if not received by the deadline.
48.13    Subd. 3. Claims barred. A claim against a dissolved limited liability company is
48.14barred if the requirements of subdivision 2 are met and:
48.15(1) the claim is not received by the specified deadline; or
48.16(2) if the claim is timely received but rejected by the company:
48.17(i) the company causes the claimant to receive a notice in a record stating that the
48.18claim is rejected and will be barred unless the claimant commences an action against the
48.19company to enforce the claim within 90 days after the claimant receives the notice; and
48.20(ii) the claimant does not commence the required action within the 90 days.
48.21    Subd. 4. Bar limitation. This section does not apply to a claim based on an event
48.22occurring after the effective date of dissolution or a liability that on that date is contingent.

48.23    Sec. 50. [322C.0704] OTHER CLAIMS AGAINST DISSOLVED LIMITED
48.24LIABILITY COMPANY.
48.25    Subdivision 1. Publication of notice. A dissolved limited liability company may
48.26publish notice of its dissolution and request persons having claims against the company
48.27to present them according to the notice.
48.28    Subd. 2. Published notice requirements. The notice authorized by subdivision 1
48.29must:
48.30(1) be published at least once in a newspaper of general circulation in the county or
48.31counties in this state in which the dissolved limited liability company's principal office is
48.32located or, if it has none in this state, in the county or counties in which the company's
48.33registered office is or was last located;
48.34(2) describe the information required to be contained in a claim and provide a
48.35mailing address to which the claim is to be sent; and
49.1(3) state that a claim against the company is barred unless an action to enforce the
49.2claim is commenced within five years after publication of the notice.
49.3    Subd. 3. Claims barred. If a dissolved limited liability company publishes a notice
49.4according to subdivision 2, unless the claimant commences an action to enforce the claim
49.5against the company within five years after the publication date of the notice, the claim of
49.6each of the following claimants is barred:
49.7(1) a claimant that did not receive notice in a record under section 322C.0703;
49.8(2) a claimant whose claim was timely sent to the company but not acted on; and
49.9(3) a claimant whose claim is contingent at, or based on an event occurring after,
49.10the effective date of dissolution.
49.11    Subd. 4. Claims enforcement. A claim not barred under this section may be
49.12enforced:
49.13(1) against a dissolved limited liability company, to the extent of its undistributed
49.14assets; and
49.15(2) if assets of the company have been distributed after dissolution, against a member
49.16or transferee to the extent of that person's proportionate share of the claim or of the assets
49.17distributed to the member or transferee after dissolution, whichever is less, but a person's
49.18total liability for all claims under this clause does not exceed the total amount of assets
49.19distributed to the person after dissolution.

49.20    Sec. 51. [322C.0705] ADMINISTRATIVE TERMINATION.
49.21(a) A domestic limited liability company that has not filed a renewal pursuant to
49.22this section is administratively terminated. The secretary of state shall issue a certificate
49.23of administrative termination which must be filed in the Office of the Secretary of State.
49.24The secretary of state must also make available in an electronic format the names of
49.25the terminated limited liability companies.
49.26(b) A non-Minnesota limited liability company that has not filed a renewal pursuant to
49.27this section shall have its authority to do business in Minnesota revoked pursuant to section
49.28322C.0806. The secretary of state must issue a certificate of revocation which must be filed
49.29in the Office of the Secretary of State. The secretary of state must also make available in
49.30an electronic format the names of the revoked non-Minnesota limited liability companies.

49.31    Sec. 52. [322C.0706] REINSTATEMENT FOLLOWING ADMINISTRATIVE
49.32DISSOLUTION.
50.1(a) If a limited liability company is administratively terminated or has its authority to
50.2do business in Minnesota revoked, it may retroactively reinstate its existence or authority
50.3to do business by filing a single annual renewal and paying a $25 fee.
50.4(b) For a domestic limited liability company, filing the annual renewal with the
50.5secretary of state:
50.6(1) returns the limited liability company to active status as of the date of the
50.7administrative termination;
50.8(2) validates contracts or other acts within the authority of the articles, and the
50.9limited liability company is liable for those contracts or acts; and
50.10(3) restores to the limited liability company all assets and rights of the limited
50.11liability company and its members to the extent they were held by the limited liability
50.12company and its members before the administrative termination occurred, except to the
50.13extent that assets or rights were affected by acts occurring after the termination, sold, or
50.14otherwise distributed after that time.
50.15(c) For a non-Minnesota limited liability company, filing the annual renewal restores
50.16the limited liability company's ability to do business in Minnesota and the rights and
50.17privileges that accompany that authority.

50.18    Sec. 53. [322C.0707] DISTRIBUTION OF ASSETS IN WINDING UP LIMITED
50.19LIABILITY COMPANY'S ACTIVITIES.
50.20    Subdivision 1. Application of assets to discharge obligations. In winding up its
50.21activities, a limited liability company must apply its assets to discharge its obligations to
50.22creditors, including members that are creditors.
50.23    Subd. 2. Distributions of surplus. After a limited liability company complies
50.24with subdivision 1, any surplus must be distributed in the following order, subject to any
50.25charging order in effect under section 322C.0503:
50.26(1) to each person owning a transferable interest that reflects contributions made by
50.27a member and not previously returned, an amount equal to the value of the unreturned
50.28contributions; and
50.29(2) in equal shares among members and dissociated members, except to the extent
50.30necessary to comply with any transfer effective under section 322C.0502.
50.31    Subd. 3. Proportionate distribution. If a limited liability company does not have
50.32sufficient surplus to comply with subdivision 2, clause (1), any surplus must be distributed
50.33among the owners of transferable interests in proportion to the value of their respective
50.34unreturned contributions.
51.1    Subd. 4. Form of distribution. All distributions made under subdivisions 2 and 3
51.2must be paid in money.

51.3    Sec. 54. [322C.0708] ACTION BY ATTORNEY GENERAL.
51.4    Subdivision 1. When permitted. A limited liability company may be involuntarily
51.5dissolved, wound up, and terminated by a decree of a court in this state in an action filed
51.6by the attorney general when it is established that:
51.7(1) the articles of organization were procured through fraud;
51.8(2) the limited liability company was organized for a purpose not permitted by
51.9this chapter;
51.10(3) the limited liability company failed to comply with the requirements essential to
51.11organization under this chapter;
51.12(4) the limited liability company has flagrantly violated a provision of this chapter,
51.13has violated a provision of this chapter more than once, or has violated more than one
51.14provision of this chapter; or
51.15(5) the limited liability company has acted, or failed to act, in a manner that constitutes
51.16surrender or abandonment of the limited liability company privileges or enterprise.
51.17    Subd. 2. Notice to limited liability company and correction. An action must not
51.18be commenced under this section until 30 days after notice to the limited liability company
51.19by the attorney general of the reason for the filing of the action. If the reason for filing the
51.20action is an act that the limited liability company has done, or omitted to do, and the act or
51.21omission may be corrected by an amendment of the articles of organization, a member
51.22control agreement, or the bylaws or by performance of or abstention from the act, the
51.23attorney general shall give the limited liability company 30 additional days in which to
51.24effect the correction before filing the action.

51.25FOREIGN LIMITED LIABILITY COMPANIES

51.26    Sec. 55. [322C.0801] GOVERNING LAW.
51.27    Subdivision 1. Scope of foreign law. The law of the state or other jurisdiction under
51.28which a foreign limited liability company is formed governs:
51.29(1) the internal affairs of the company; and
51.30(2) the liability of a member as member, a manager as manager, and a governor as
51.31governor for the debts, obligations, or other liabilities of the company.
51.32    Subd. 2. Restriction on denial of certificate of authority. A foreign limited liability
51.33company may not be denied a certificate of authority by reason of any difference between
51.34the law of the jurisdiction under which the company is formed and the law of this state.
52.1    Subd. 3. No increase in foreign company's powers. A certificate of authority does
52.2not authorize a foreign limited liability company to engage in any business or exercise any
52.3power that a limited liability company may not engage in or exercise in this state.

52.4    Sec. 56. [322C.0802] APPLICATION FOR CERTIFICATE OF AUTHORITY.
52.5Before transacting business in this state, a foreign limited liability company shall
52.6obtain a certificate of authority to transact business in this state by filing an application
52.7with the secretary of state together with a total fee of $185. The application must state:
52.8(1) the name of the company and any alternate name adopted pursuant to section
52.9322C.0805, subdivision 1;
52.10(2) the name of the state or other jurisdiction under whose law the company is formed;
52.11(3) a statement that the foreign limited liability company has complied with the
52.12organizational laws in the jurisdiction under whose laws the company is formed;
52.13(4) the street address of the company's principal place of business and, if the law of
52.14the jurisdiction under which the company is formed requires the company to maintain an
52.15office in that jurisdiction, the street address of the required office; and
52.16(5) the name and street address of the company's initial registered office and agent
52.17for service of process in this state.

52.18    Sec. 57. [322C.0803] TRANSACTIONS NOT CONSTITUTING TRANSACTING
52.19BUSINESS.
52.20    Subdivision 1. Activities not constituting transacting business. A foreign limited
52.21liability company shall not be considered to be transacting business in this state for the
52.22purposes of this chapter solely by reason of carrying on in this state any one or more of
52.23the following, including:
52.24(1) maintaining or defending any action or suit or any administrative or arbitration
52.25proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
52.26(2) holding meetings of its managers, governors, or members or carrying on other
52.27activities concerning its internal affairs;
52.28(3) maintaining bank accounts;
52.29(4) maintaining offices or agencies for the transfer, exchange, and registration of
52.30its securities, or appointing and maintaining trustees or depositaries with relation to its
52.31securities;
52.32(5) holding title to and managing real or personal property, or any interest therein,
52.33situated in this state, as executor of the will or administrator of the estate of any decedent,
52.34as trustee of any trust, or as guardian of any person or conservator of any person's estate;
53.1(6) making, participating in, or investing in loans or creating, as borrower or lender,
53.2or otherwise acquiring indebtedness or mortgages or other security interests in real or
53.3personal property;
53.4(7) securing or collecting its debts or enforcing any rights in property securing
53.5them; or
53.6(8) conducting an isolated transaction completed within a period of 30 days and not
53.7in the course of a number of repeated transactions of like nature.
53.8    Subd. 2. Property ownership. For purposes of sections 322C.0801 to 322C.0809,
53.9the ownership in this state of income-producing real property or tangible personal
53.10property, other than property excluded under subdivision 1, constitutes transacting
53.11business in this state.
53.12    Subd. 3. Limitations. This section does not apply in determining the contacts
53.13or activities that may subject a foreign limited liability company to service of process,
53.14taxation, or regulation under law of this state other than this chapter.

53.15    Sec. 58. [322C.0804] FILING OF CERTIFICATE OF AUTHORITY.
53.16Unless the secretary of state determines that an application for a certificate of
53.17authority does not comply with the filing requirements of this chapter, the secretary of
53.18state, upon payment of all filing fees, shall file the application of a foreign limited liability
53.19company; prepare, sign, and file a certificate of authority to transact business in this state;
53.20and send an image of the filed certificate to the company or its representative.

53.21    Sec. 59. [322C.0805] NONCOMPLYING NAME OF FOREIGN LIMITED
53.22LIABILITY COMPANY.
53.23    Subdivision 1. Noncomplying name. A foreign limited liability company whose
53.24name does not comply with section 322C.0108 may not obtain a certificate of authority
53.25until it adopts, for the purpose of transacting business in this state, an alternate name
53.26that complies with section 322C.0108. A foreign limited liability company that adopts
53.27an alternate name under this subdivision and obtains a certificate of authority with the
53.28alternate name need not comply with section 333.01. After obtaining a certificate of
53.29authority with an alternate name, a foreign limited liability company shall transact business
53.30in this state under the alternate name unless the company is authorized under section
53.31333.01 to transact business in this state under another name. A foreign limited liability
53.32company may adopt an alternate name even if its name complies with section 322C.0108.
53.33    Subd. 2. Change in name. If a foreign limited liability company authorized to
53.34transact business in this state changes its name to one that does not comply with section
54.1322C.0108, it may not thereafter transact business in this state until it complies with
54.2subdivision 1 and obtains an amended certificate of authority.

54.3    Sec. 60. [322C.0806] REVOCATION OF CERTIFICATE OF AUTHORITY.
54.4(a) The certificate of authority of a foreign limited liability company to transact
54.5business in this state shall be revoked by the secretary of state if it fails:
54.6(1) to pay any fee due under the provisions of this chapter;
54.7(2) to designate a registered agent when a vacancy occurs in that office, or when the
54.8appointed registered agent resigns or becomes disqualified or incapacitated;
54.9(3) to file certificates of merger or name change, as required in section 322C.0805,
54.10subdivision 2; or
54.11(4) to file an annual renewal.
54.12(b) On finding that a default has occurred under paragraph (a), clauses (1) to (3),
54.13the secretary of state shall notify the foreign limited liability company that the default
54.14exists and that its certificate of authority will be revoked unless the default shall be cured
54.15within 30 days.
54.16(c)(1) The secretary of state shall revoke the certificate of authority of a foreign
54.17limited liability company that is in default under paragraph (a), clause (4), for failure to
54.18file an annual renewal under section 5.34.
54.19(2) The secretary of state shall revoke the certificate of authority of a foreign limited
54.20liability company that is in default under paragraph (a), clauses (1) to (3), if the default
54.21is not cured within the time provided under paragraph (b); provided that for good cause
54.22shown the secretary of state may extend the 30-day period from time to time, but in no
54.23event may the aggregate of all extensions granted exceed 180 days or the period of time of
54.24any applicable extension granted by the Department of Revenue for filing the income tax
54.25return of the corporation, whichever is greater.
54.26(d)(1) Upon revoking the certificate of authority of a foreign limited liability company
54.27because of a default under paragraph (a), clauses (1) to (3), the secretary of state shall:
54.28(i) issue a certificate of revocation; and
54.29(ii) provide a notice of the revocation to the foreign limited liability company.
54.30(2) Upon revoking the certificate of authority of a foreign limited liability company
54.31because of a default under paragraph (a), clause (4), the secretary of state shall issue a
54.32certificate of revocation, and the certificate must be filed in the Office of the Secretary of
54.33State. No further notice to the foreign limited liability company is required.
54.34(3) The secretary of state shall also make the names of the revoked foreign limited
54.35liability companies available in an electronic format.
55.1(e) Upon the issuance of such certificate of revocation, the authority of the foreign
55.2limited liability company to transact business in this state shall cease.

55.3    Sec. 61. [322C.0807] WITHDRAWAL OF FOREIGN LIMITED LIABILITY
55.4COMPANY.
55.5(a) If a foreign limited liability company holding a certificate of authority desires to
55.6withdraw, it shall file with the secretary of state an application for withdrawal.
55.7(b) The application for withdrawal shall set forth:
55.8(1) the name of the foreign limited liability company corporation and the state or
55.9country under the laws of which it is organized;
55.10(2) that it has no property located in this state and has ceased to transact business
55.11therein;
55.12(3) that its governing body has duly determined to surrender its authority to transact
55.13business in this state;
55.14(4) that it revokes the authority of its registered agent in this state to accept service
55.15of process;
55.16(5) the address to which the secretary of state shall mail a copy of any process against
55.17the foreign limited liability company that may be served upon the secretary of state;
55.18(6) that it will pay to the commissioner of management and budget the amount of
55.19any additional license fees properly found by the secretary of state to be then due from
55.20such foreign limited liability company; and
55.21(7) additional information required or demanded to enable the secretary of state
55.22to determine the additional license fees, if any, payable by the foreign limited liability
55.23company.
55.24(c) The application for withdrawal shall be executed on behalf of the foreign limited
55.25liability company pursuant to section 322C.0203.
55.26(d) The application for withdrawal shall be delivered to the secretary of state. Upon
55.27receiving and examining the same, and upon finding that it conforms to the provisions of
55.28this chapter, the secretary of state shall, when all license fees, filing fees, and other charges
55.29have been paid as required by law, file the same and shall issue and record a certificate
55.30of withdrawal. Upon the issuance of the certificate, the authority of the foreign limited
55.31liability company to transact business in this state shall cease.
55.32(e) The filing with the secretary of state by the corporation of a certificate of
55.33dissolution, or a certificate of merger if the foreign limited liability company is not the
55.34surviving limited liability company from the proper officer of the state or country under
55.35the laws of which the foreign limited liability company is organized, constitutes a valid
56.1application of withdrawal and the authority of the foreign limited liability company to
56.2transact business in this state shall cease upon filing of the certificate.

56.3    Sec. 62. [322C.0808] EFFECT OF FAILURE TO HAVE CERTIFICATE OF
56.4AUTHORITY.
56.5    Subdivision 1. Certificate of authority required. A foreign limited liability
56.6company transacting business in this state may not maintain an action or proceeding in
56.7this state unless it has a certificate of authority to transact business in this state.
56.8    Subd. 2. Actions not affected. The failure of a foreign limited liability company
56.9to have a certificate of authority to transact business in this state does not impair the
56.10validity of a contract or act of the company or prevent the company from defending an
56.11action or proceeding in this state.
56.12    Subd. 3. Limitation on liability. A member, manager, or governor of a foreign
56.13limited liability company is not liable for the debts, obligations, or other liabilities of the
56.14company solely because the company transacted business in this state without a certificate
56.15of authority.
56.16    Subd. 4. Secretary of state as agent. If a foreign limited liability company
56.17transacts business in this state without a certificate of authority or cancels its certificate of
56.18authority, it appoints the secretary of state as its agent for service of process for rights of
56.19action arising out of the transaction of business in this state.

56.20    Sec. 63. [322C.0809] ACTION BY ATTORNEY GENERAL.
56.21The attorney general may maintain an action to enjoin a foreign limited liability
56.22company from transacting business in this state in violation of sections 322C.0801 to
56.23322C.0809.

56.24ACTIONS BY MEMBERS

56.25    Sec. 64. [322C.0901] DIRECT ACTION BY MEMBER.
56.26    Subdivision 1. Direct actions allowed. Subject to subdivision 2, a member may
56.27maintain a direct action against another member, a manager, a governor, or the limited
56.28liability company to enforce the member's rights and otherwise protect the member's
56.29interests, including rights and interests under the operating agreement or this chapter or
56.30arising independently of the membership relationship.
56.31    Subd. 2. Action requirements. A member maintaining a direct action under this
56.32section must plead and prove an actual or threatened injury that is not solely the result of
56.33an injury suffered or threatened to be suffered by the limited liability company.

57.1    Sec. 65. [322C.0902] DERIVATIVE ACTION.
57.2A member may maintain a derivative action to enforce a right of a limited liability
57.3company if:
57.4(1) the member first makes a demand on the other members in a member-managed
57.5limited liability company, the managers of a manager-managed limited liability company,
57.6or the board of governors of a board-managed limited liability company requesting that
57.7they cause the company to bring an action to enforce the right, and the member or board
57.8does not bring the action within a reasonable time; or
57.9(2) a demand under clause (1) would be futile.

57.10    Sec. 66. [322C.0903] PROPER PLAINTIFF.
57.11    Subdivision 1. Member status required. Except as otherwise provided in
57.12subdivision 2, a derivative action under section 322C.0902 may be maintained only by a
57.13person that is a member at the time the action is commenced and remains a member
57.14while the action continues.
57.15    Subd. 2. Effect of plaintiff death. If the sole plaintiff in a derivative action dies
57.16while the action is pending, the court may permit another member of the limited liability
57.17company to be substituted as plaintiff.

57.18    Sec. 67. [322C.0904] PLEADING.
57.19In a derivative action under section 322C.0902, the complaint must state with
57.20particularity:
57.21(1) the date and content of the plaintiff's demand and the response to the demand by
57.22the other members, managers, or board of governors; or
57.23(2) if a demand has not been made, the reasons a demand under section 322C.0902,
57.24clause (1), would be futile.

57.25    Sec. 68. [322C.0905] SPECIAL LITIGATION COMMITTEE.
57.26    Subdivision 1. Committee authorization. If a limited liability company is named
57.27as or made a party in a derivative proceeding, the company may appoint a special
57.28litigation committee to investigate the claims asserted in the proceeding and determine
57.29whether pursuing the action is in the best interests of the company. If the company
57.30appoints a special litigation committee, on motion by the committee made in the name
57.31of the company, except for good cause shown, the court shall stay discovery for the time
57.32reasonably necessary to permit the committee to make its investigation. This subdivision
57.33does not prevent the court from enforcing a person's right to information under section
58.1322C.0410 or, for good cause shown, granting extraordinary relief in the form of a
58.2temporary restraining order or preliminary injunction.
58.3    Subd. 2. Committee composition. A special litigation committee may be composed
58.4of one or more disinterested and independent individuals, who may be members.
58.5    Subd. 3. Requirements for appointment of committee. A special litigation
58.6committee may be appointed:
58.7(1) in a member-managed limited liability company:
58.8(i) by the consent of a majority of the members not named as defendants or plaintiffs
58.9in the proceeding; and
58.10(ii) if all members are named as defendants or plaintiffs in the proceeding, by a
58.11majority of the members named as defendants;
58.12(2) in a manager-managed limited liability company:
58.13(i) by a majority of the managers not named as defendants or plaintiffs in the
58.14proceeding; and
58.15(ii) if all managers are named as defendants or plaintiffs in the proceeding, by a
58.16majority of the managers named as defendants; and
58.17(3) in a board-managed limited liability company:
58.18(i) by a majority of governors not named as defendants or plaintiffs in the
58.19proceeding; and
58.20(ii) if all governors are named as defendants or plaintiffs in the proceeding, by a
58.21majority of the governors named as defendants.
58.22    Subd. 4. Determinations of committee. After appropriate investigation, a special
58.23litigation committee may determine that it is in the best interests of the limited liability
58.24company that the proceeding:
58.25(1) continue under the control of the plaintiff;
58.26(2) continue under the control of the committee;
58.27(3) be settled on terms approved by the committee; or
58.28(4) be dismissed.
58.29    Subd. 5. Committee procedures. After making a determination under subdivision
58.304, a special litigation committee shall file with the court a statement of its determination
58.31and its report supporting its determination, giving notice to the plaintiff. The court shall
58.32determine whether the members of the committee were disinterested and independent
58.33and whether the committee conducted its investigation and made its recommendation
58.34in good faith, independently, and with reasonable care, with the committee having the
58.35burden of proof. If the court finds that the members of the committee were disinterested
58.36and independent and that the committee acted in good faith, independently, and with
59.1reasonable care, the court shall enforce the determination of the committee. Otherwise,
59.2the court shall dissolve the stay of discovery entered under subdivision 1 and allow the
59.3action to proceed under the direction of the plaintiff.

59.4    Sec. 69. [322C.0906] PROCEEDS AND EXPENSES.
59.5    Subdivision 1. Ownership of proceeds. Except as otherwise provided in
59.6subdivision 2:
59.7(1) any proceeds or other benefits of a derivative action under section 322C.0902,
59.8whether by judgment, compromise, or settlement, belong to the limited liability company
59.9and not to the plaintiff; and
59.10(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately
59.11to the company.
59.12    Subd. 2. Expenses awarded. If a derivative action under section 322C.0902 is
59.13successful in whole or in part, the court may award the plaintiff reasonable expenses,
59.14including reasonable attorney fees and costs, from the recovery of the limited liability
59.15company.

59.16MERGER, CONVERSION, AND DOMESTICATION

59.17    Sec. 70. [322C.1001] DEFINITIONS.
59.18    Subdivision 1. Scope. For the purposes of sections 322C.1001 to 322C.1015, the
59.19terms defined in this section have the meanings given them.
59.20    Subd. 2. Constituent limited liability company. "Constituent limited liability
59.21company" means a constituent organization that is a limited liability company.
59.22    Subd. 3. Constituent organization. "Constituent organization" means an
59.23organization that is party to a merger or exchange.
59.24    Subd. 4. Converted organization. "Converted organization" means the
59.25organization into which a converting organization converts pursuant to sections 322C.1007
59.26to 322C.1010.
59.27    Subd. 5. Converting limited liability company. "Converting limited liability
59.28company" means a converting organization that is a limited liability company.
59.29    Subd. 6. Converting organization. "Converting organization" means an
59.30organization that converts into another organization pursuant to section 322C.1007.
59.31    Subd. 7. Domesticated company. "Domesticated company" means the company
59.32that exists after a domesticating foreign limited liability company or limited liability
59.33company effects a domestication pursuant to sections 322C.1011 to 322C.1014.
60.1    Subd. 8. Domesticating company. "Domesticating company" means the company
60.2that effects a domestication pursuant to sections 322C.1011 to 322C.1014.
60.3    Subd. 9. Governing statute. "Governing statute" means the statute that governs
60.4an organization's internal affairs.
60.5    Subd. 10. Organization. "Organization" means a general partnership, including
60.6a limited liability partnership, limited partnership, including a limited liability limited
60.7partnership, limited liability company, business trust, corporation, or any other person
60.8having a governing statute. The term includes a domestic or foreign organization
60.9regardless of whether organized for profit.
60.10    Subd. 11. Organizational documents. "Organizational documents" means:
60.11(1) for a domestic or foreign general partnership, its partnership agreement;
60.12(2) for a limited partnership or foreign limited partnership, its certificate of limited
60.13partnership and partnership agreement;
60.14(3) for a domestic or foreign limited liability company, its certificate or articles of
60.15organization and operating agreement, or comparable records as provided in its governing
60.16statute;
60.17(4) for a business trust, its agreement of trust and declaration of trust;
60.18(5) for a domestic or foreign corporation for profit, its articles of incorporation,
60.19bylaws, and other agreements among its shareholders which are authorized by its
60.20governing statute, or comparable records as provided in its governing statute; and
60.21(6) for any other organization, the basic records that create the organization and
60.22determine its internal governance and the relations among the persons that own it, have an
60.23interest in it, or are members of it.
60.24    Subd. 12. Personal liability. "Personal liability" means liability for a debt,
60.25obligation, or other liability of an organization which is imposed on a person that co-owns,
60.26has an interest in, or is a member of the organization:
60.27(1) by the governing statute solely by reason of the person co-owning, having an
60.28interest in, or being a member of the organization; or
60.29(2) by the organization's organizational documents under a provision of the governing
60.30statute authorizing those documents to make one or more specified persons liable for all or
60.31specified debts, obligations, or other liabilities of the organization solely by reason of the
60.32person or persons co-owning, having an interest in, or being a member of the organization.
60.33    Subd. 13. Surviving organization. "Surviving organization" means an organization
60.34into which one or more other organizations are merged whether the organization preexisted
60.35the merger or was created by the merger.

61.1    Sec. 71. [322C.1002] MERGER; EXCHANGE.
61.2    Subdivision 1. Prerequisites for merger. A limited liability company may merge
61.3with one or more other constituent organizations pursuant to this section, sections
61.4322C.1003 to 322C.1005, and a plan of merger if:
61.5(1) the governing statute of each of the other organizations authorizes the merger;
61.6(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the
61.7governing statutes; and
61.8(3) each of the other organizations complies with its governing statute in effecting
61.9the merger.
61.10    Subd. 2. Prerequisites for exchange. A limited liability company may engage in
61.11an exchange with one or more other constituent organizations pursuant to this section by
61.12which one of the constituent organizations acquires all of the ownership interests of one or
61.13more classes or series of another constituent organization pursuant to this section, sections
61.14322C.1003 to 322C.1005, and a plan of exchange if:
61.15(1) the governing statute of each of the other constituent organizations authorizes
61.16the exchange;
61.17(2) the exchange is not prohibited by the law of a jurisdiction that enacted any of the
61.18governing statutes; and
61.19(3) each of the other constituent organizations complies with its governing statute in
61.20effecting the exchange.
61.21    Subd. 3. Plan of merger or exchange. A plan of merger or exchange must be in a
61.22record and must include:
61.23(1) the name and form of each constituent organization and:
61.24(i) in the case of a merger, the name and form of the surviving organization and, if
61.25the surviving organization is to be created by the merger, a statement to that effect; and
61.26(ii) in the case of an exchange, the name of the acquiring organization;
61.27(2)(i) in the case of a merger, the terms and conditions of the merger, including the
61.28manner and basis for converting the interests in each constituent organization into any
61.29combination of money, interests in the surviving organization, and other consideration; and
61.30(ii) in the case of an exchange, the terms and conditions of the exchange, including
61.31the manner and basis of exchanging the ownership interests to be acquired for securities
61.32of, or other ownership interests in, the acquiring organization or any other organization or,
61.33in whole or part, for money or other property;
61.34(3) in the case of a merger, if the surviving organization is to be created by the merger,
61.35the surviving organization's organizational documents that are proposed to be in a record;
62.1(4) in the case of a merger, if the surviving organization is not to be created by
62.2the merger, any amendments to be made by the merger to the surviving organization's
62.3organizational documents that are, or are proposed to be, in a record; and
62.4(5) any other provisions with respect to the proposed merger or exchange that are
62.5considered necessary or desirable.

62.6    Sec. 72. [322C.1003] ACTION ON PLAN OF MERGER OR EXCHANGE BY
62.7CONSTITUENT LIMITED LIABILITY COMPANY.
62.8    Subdivision 1. Member consent required. Subject to section 322C.1015, a plan
62.9of merger or exchange must be consented to by all the members of a constituent limited
62.10liability company.
62.11    Subd. 2. Amendment of plan or abandonment of merger or exchange. Subject to
62.12section 322C.1015 and any contractual rights, after a merger or exchange is approved, and
62.13at any time before the merger or exchange becomes effective according to this chapter,
62.14a constituent limited liability company may amend the plan or abandon the merger or
62.15exchange:
62.16(1) as provided in the plan; or
62.17(2) except as otherwise prohibited in the plan, with the same consent as was required
62.18to approve the plan.

62.19    Sec. 73. [322C.1004] FILINGS REQUIRED FOR MERGER OR EXCHANGE;
62.20EFFECTIVE DATE AND TIME.
62.21    Subdivision 1. Articles of merger or exchange. After each constituent organization
62.22has approved a merger or exchange, articles of merger or exchange must be signed on
62.23behalf of:
62.24(1) each constituent limited liability company, as provided in section 322C.0203,
62.25subdivision 1; and
62.26(2) each other constituent organization, as provided in its governing statute.
62.27    Subd. 2. Contents of articles of merger. Articles of merger under this section
62.28must include:
62.29(1) the name and form of each constituent organization and the jurisdiction of its
62.30governing statute;
62.31(2) the name and form of the surviving organization, the jurisdiction of its governing
62.32statute, and, if the surviving organization is created by the merger, a statement to that effect;
62.33(3) the date the merger is effective under the governing statute of the surviving
62.34organization;
63.1(4) if the surviving organization is to be created by the merger:
63.2(i) if it will be a limited liability company, the company's articles of organization; or
63.3(ii) if it will be an organization other than a limited liability company, the
63.4organizational document that creates the organization that is in a public record;
63.5(5) if the surviving organization preexists the merger, any amendments provided
63.6for in the plan of merger for the organizational document that created the organization
63.7that are in a public record;
63.8(6) a statement as to each constituent organization that the merger was approved as
63.9required by the organization's governing statute;
63.10(7) if the surviving organization is a foreign organization not authorized to transact
63.11business in this state, the street address of an office that the secretary of state may use for
63.12the purposes of section 322C.1005, subdivision 2; and
63.13(8) any additional information required by the governing statute of any constituent
63.14organization.
63.15    Subd. 3. Contents of articles of exchange. Articles of exchange under this section
63.16must include:
63.17(1) the name and form of each constituent organization and the jurisdiction of its
63.18governing statute;
63.19(2) the manner and basis of exchanging the ownership interests to be acquired for
63.20securities of, or other ownership interests in, the acquiring organization or any other
63.21organization or, in whole or part, for money or other property;
63.22(3) the date the exchange is effective under the governing statute of the acquiring
63.23organization;
63.24(4) a statement as to each constituent organization that the exchange was approved
63.25as required by the organization's governing statute; and
63.26(5) any additional information required by the governing statute of any constituent
63.27organization.
63.28    Subd. 4. Delivery of articles of merger or exchange. Each constituent limited
63.29liability company shall file the articles of merger, together with a total fee of $60, with the
63.30Office of the Secretary of State.
63.31    Subd. 5. Effective date and time of merger or exchange. (a) A merger becomes
63.32effective under sections 322C.1001 to 322C.1015:
63.33(1) if the surviving organization is a limited liability company, upon the later of:
63.34(i) compliance with subdivision 4; or
63.35(ii) subject to section 322C.0205, subdivision 3, such effective time as is specified in
63.36the articles of merger; or
64.1(2) if the surviving organization is not a limited liability company, as provided by
64.2the governing statute of the surviving organization.
64.3(b) An exchange becomes effective under sections 322C.1001 to 322C.1015 upon
64.4the later of:
64.5(1) compliance with subdivision 4; or
64.6(2) subject to section 322C.0205, subdivision 3, such effective time as is specified in
64.7the articles of exchange.

64.8    Sec. 74. [322C.1005] EFFECT OF MERGER.
64.9    Subdivision 1. Effect on constituent organizations. When a merger becomes
64.10effective:
64.11(1) the surviving organization continues or comes into existence;
64.12(2) each constituent organization that merges into the surviving organization ceases
64.13to exist as a separate entity;
64.14(3) all property owned by each constituent organization that ceases to exist vests in
64.15the surviving organization;
64.16(4) all debts, obligations, or other liabilities of each constituent organization
64.17that ceases to exist continue as debts, obligations, or other liabilities of the surviving
64.18organization;
64.19(5) an action or proceeding pending by or against any constituent organization that
64.20ceases to exist may be continued as if the merger had not occurred;
64.21(6) except as prohibited by other law, all of the rights, privileges, immunities,
64.22powers, and purposes of each constituent organization that ceases to exist vest in the
64.23surviving organization;
64.24(7) except as otherwise provided in the plan of merger, the terms and conditions
64.25of the plan of merger take effect;
64.26(8) except as otherwise agreed, if a constituent limited liability company ceases
64.27to exist, the merger does not dissolve the limited liability company for the purposes of
64.28sections 322C.0701 to 322C.0707;
64.29(9) if the surviving organization is created by the merger:
64.30(i) if it is a limited liability company, the articles of organization become effective; or
64.31(ii) if it is an organization other than a limited liability company, the organizational
64.32document that creates the organization becomes effective; and
64.33(10) if the surviving organization preexisted the merger, any amendments provided
64.34for in the articles of merger or the organizational document that created the organization
64.35become effective.
65.1    Subd. 2. Foreign organization. A surviving organization that is a foreign
65.2organization consents to the jurisdiction of the courts of this state to enforce any debt,
65.3obligation, or other liability owed by a constituent organization if before the merger the
65.4constituent organization was subject to suit in this state on the debt, obligation, or other
65.5liability. A surviving organization that is a foreign organization and not authorized
65.6to transact business in this state appoints the secretary of state as its agent for service
65.7of process for the purposes of enforcing a debt, obligation, or other liability under this
65.8subdivision. Service on the secretary of state under this subdivision must be made in the
65.9same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4.

65.10    Sec. 75. [322C.1006] EFFECT OF EXCHANGE.
65.11When an exchange becomes effective, the membership interests in a limited liability
65.12company to be exchanged under the terms of the plan are considered to be exchanged.
65.13The members owning those membership interests are entitled only to the ownership
65.14interests, securities, money, or other property into which those membership interests have
65.15been converted or for which those membership interests have been exchanged according
65.16to the plan.

65.17    Sec. 76. [322C.1007] CONVERSION.
65.18    Subdivision 1. Conversion requirements. An organization other than a limited
65.19liability company, a foreign limited liability company, a nonprofit corporation, or an
65.20organization owning assets irrevocably dedicated to a charitable purpose, may convert
65.21to a limited liability company other than a nonprofit limited liability company, and a
65.22limited liability company other than a nonprofit limited liability company may convert to
65.23an organization other than a foreign limited liability company pursuant to this section,
65.24sections 322C.1008 to 322C.1010, and a plan of conversion if:
65.25(1) the other organization's governing statute authorizes the conversion;
65.26(2) the conversion is not prohibited by the law of the jurisdiction that enacted the
65.27other organization's governing statute or other law of this state; and
65.28(3) the other organization complies with its governing statute in effecting the
65.29conversion.
65.30    Subd. 2. Contents of plan of conversion. A plan of conversion must be in a record
65.31and must include:
65.32(1) the name and form of the organization before conversion;
65.33(2) the name and form of the organization after conversion;
66.1(3) the terms and conditions of the conversion, including the manner and basis
66.2for converting interests in the converting organization into any combination of money,
66.3interests in the converted organization, and other consideration; and
66.4(4) the organizational documents of the converted organization that are, or are
66.5proposed to be, in a record.

66.6    Sec. 77. [322C.1008] ACTION ON PLAN OF CONVERSION BY CONVERTING
66.7LIMITED LIABILITY COMPANY.
66.8    Subdivision 1. Member consent required. Subject to section 322C.1015, a plan
66.9of conversion must be consented to by all the members of a converting limited liability
66.10company.
66.11    Subd. 2. Amendment of plan or abandonment of conversion. Subject to section
66.12322C.1015 and any contractual rights, after a conversion is approved, and at any time
66.13before articles of conversion are delivered to the secretary of state for filing under section
66.14322C.1009, a converting limited liability company may amend the plan or abandon the
66.15conversion:
66.16(1) as provided in the plan; or
66.17(2) except as otherwise prohibited in the plan, by the same consent as was required
66.18to approve the plan.

66.19    Sec. 78. [322C.1009] FILINGS REQUIRED FOR CONVERSION; EFFECTIVE
66.20DATE AND TIME.
66.21    Subdivision 1. Articles of conversion. After a plan of conversion is approved:
66.22(1) a converting limited liability company shall file articles of conversion with the
66.23secretary of state, together with a total fee of $60, which articles of conversion must be
66.24signed as provided in section 322C.0203, subdivision 1, and must include:
66.25(i) a statement that the limited liability company has been converted into another
66.26organization;
66.27(ii) the name and form of the organization and the jurisdiction of its governing statute;
66.28(iii) the time the conversion is effective under the governing statute of the converted
66.29organization;
66.30(iv) a statement that the conversion was approved as required by this chapter;
66.31(v) a statement that the conversion was approved as required by the governing
66.32statute of the converted organization; and
67.1(vi) if the converted organization is a foreign organization not authorized to transact
67.2business in this state, the street address of an office that the secretary of state may use for
67.3the purposes of section 322C.1010, subdivision 3; and
67.4(2) if the converting organization is not a converting limited liability company, the
67.5converting organization shall file with the secretary of state articles of organization, which
67.6must include, in addition to the information required by section 322C.0201, subdivision 2:
67.7(i) a statement that the converted organization was converted from another
67.8organization;
67.9(ii) the name and form of that converting organization and the jurisdiction of its
67.10governing statute; and
67.11(iii) a statement that the conversion was approved in a manner that complied with
67.12the converting organization's governing statute.
67.13    Subd. 2. Effective date and time of conversion. A conversion becomes effective:
67.14(1) if the converted organization is a limited liability company, when the articles
67.15of organization takes effect; and
67.16(2) if the converted organization is not a limited liability company, as provided by
67.17the governing statute of the converted organization.

67.18    Sec. 79. [322C.1010] EFFECT OF CONVERSION.
67.19    Subdivision 1. Same entity. An organization that has been converted pursuant to
67.20sections 322C.1007 to 322C.1009 is for all purposes the same entity that existed before
67.21the conversion.
67.22    Subd. 2. Effect on converting organization. When a conversion takes effect:
67.23(1) all property owned by the converting organization remains vested in the
67.24converted organization;
67.25(2) all debts, obligations, or other liabilities of the converting organization continue
67.26as debts, obligations, or other liabilities of the converted organization;
67.27(3) an action or proceeding pending by or against the converting organization may
67.28be continued as if the conversion had not occurred;
67.29(4) except as prohibited by law other than this chapter, all of the rights, privileges,
67.30immunities, powers, and purposes of the converting organization remain vested in the
67.31converted organization;
67.32(5) except as otherwise provided in the plan of conversion, the terms and conditions
67.33of the plan of conversion take effect; and
67.34(6) except as otherwise agreed, the conversion does not dissolve a converting limited
67.35liability company for the purposes of sections 322C.0701 to 322C.0707.
68.1    Subd. 3. Foreign organization. A converted organization that is a foreign
68.2organization consents to the jurisdiction of the courts of this state to enforce any debt,
68.3obligation, or other liability for which the converting limited liability company is liable
68.4if, before the conversion, the converting limited liability company was subject to suit in
68.5this state on the debt, obligation, or other liability. A converted organization that is a
68.6foreign organization and not authorized to transact business in this state appoints the
68.7secretary of state as its agent for service of process for purposes of enforcing a debt,
68.8obligation, or other liability under this subdivision. Service on the secretary of state under
68.9this subdivision must be made in the same manner and has the same consequences as in
68.10section 322C.0116, subdivisions 3 and 4.

68.11    Sec. 80. [322C.1011] DOMESTICATION.
68.12    Subdivision 1. Foreign limited liability company. A foreign limited liability
68.13company may become a limited liability company pursuant to this section, sections
68.14322C.1011 to 322C.1013, and a plan of domestication if:
68.15(1) the foreign limited liability company's governing statute authorizes the
68.16domestication;
68.17(2) the domestication is not prohibited by the law of the jurisdiction that enacted
68.18the governing statute; and
68.19(3) the foreign limited liability company complies with its governing statute in
68.20effecting the domestication.
68.21    Subd. 2. Domestic limited liability company. A limited liability company may
68.22become a foreign limited liability company pursuant to this section, sections 322C.1011 to
68.23322C.1013, and a plan of domestication if:
68.24(1) the foreign limited liability company's governing statute authorizes the
68.25domestication;
68.26(2) the domestication is not prohibited by the law of the jurisdiction that enacted
68.27the governing statute; and
68.28(3) the foreign limited liability company complies with its governing statute in
68.29effecting the domestication.
68.30    Subd. 3. Plan of domestication. A plan of domestication must be in a record
68.31and must include:
68.32(1) the name of the domesticating company before domestication and the jurisdiction
68.33of its governing statute;
68.34(2) the name of the domesticated company after domestication and the jurisdiction
68.35of its governing statute;
69.1(3) the terms and conditions of the domestication, including the manner and basis
69.2for converting interests in the domesticating company into any combination of money,
69.3interests in the domesticated company, and other consideration; and
69.4(4) the organizational documents of the domesticated company that are, or are
69.5proposed to be, in a record.

69.6    Sec. 81. [322C.1012] ACTION ON PLAN OF DOMESTICATION BY
69.7DOMESTICATING LIMITED LIABILITY COMPANY.
69.8    Subdivision 1. Consent required. A plan of domestication must be consented to:
69.9(1) by all the members, subject to section 322C.1015, if the domesticating company
69.10is a limited liability company; and
69.11(2) as provided in the domesticating company's governing statute, if the company is
69.12a foreign limited liability company.
69.13    Subd. 2. Amendment of plan or abandonment of domestication. Subject to any
69.14contractual rights, after a domestication is approved, and at any time before articles of
69.15domestication are filed with the secretary of state under section 322C.1013, a domesticating
69.16limited liability company may amend the plan or abandon the domestication:
69.17(1) as provided in the plan; or
69.18(2) except as otherwise prohibited in the plan, by the same consent as was required
69.19to approve the plan.

69.20    Sec. 82. [322C.1013] FILINGS REQUIRED FOR DOMESTICATION;
69.21EFFECTIVE DATE.
69.22    Subdivision 1. Articles of domestication. After a plan of domestication is approved,
69.23a domesticating company shall file with the secretary of state articles of domestication,
69.24together with a total fee of $60, which articles of domestication must include:
69.25(1) a statement, as the case may be, that the company has been domesticated from or
69.26into another jurisdiction;
69.27(2) the name of the domesticating company and the jurisdiction of its governing
69.28statute;
69.29(3) the name of the domesticated company and the jurisdiction of its governing statute;
69.30(4) the date the domestication is effective under the governing statute of the
69.31domesticated company;
69.32(5) if the domesticating company was a limited liability company, a statement that
69.33the domestication was approved as required by this chapter;
70.1(6) if the domesticating company was a foreign limited liability company, a
70.2statement that the domestication was approved as required by the governing statute of
70.3the other jurisdiction; and
70.4(7) if the domesticated company was a foreign limited liability company not
70.5authorized to transact business in this state, the street address of an office that the secretary
70.6of state may use for the purposes of section 322C.1014, subdivision 2.
70.7    Subd. 2. Effective date of domestication. A domestication becomes effective:
70.8(1) when the articles of organization takes effect, if the domesticated company is
70.9a limited liability company; and
70.10(2) according to the governing statute of the domesticated company, if the
70.11domesticated organization is a foreign limited liability company.

70.12    Sec. 83. [322C.1014] EFFECT OF DOMESTICATION.
70.13    Subdivision 1. Effect on domesticating company. When a domestication takes
70.14effect:
70.15(1) the domesticated company is for all purposes the company that existed before
70.16the domestication;
70.17(2) all property owned by the domesticating company remains vested in the
70.18domesticated company;
70.19(3) all debts, obligations, or other liabilities of the domesticating company continue
70.20as debts, obligations, or other liabilities of the domesticated company;
70.21(4) an action or proceeding pending by or against a domesticating company may be
70.22continued as if the domestication had not occurred;
70.23(5) except as prohibited by other law, all of the rights, privileges, immunities, powers,
70.24and purposes of the domesticating company remain vested in the domesticated company;
70.25(6) except as otherwise provided in the plan of domestication, the terms and
70.26conditions of the plan of domestication take effect; and
70.27(7) except as otherwise agreed, the domestication does not dissolve a domesticating
70.28limited liability company for the purposes of sections 322C.0701 to 322C.0707.
70.29    Subd. 2. Foreign company. A domesticated company that is a foreign limited
70.30liability company consents to the jurisdiction of the courts of this state to enforce any
70.31debt, obligation, or other liability owed by the domesticating company if, before the
70.32domestication, the domesticating company was subject to suit in this state on the debt,
70.33obligation, or other liability. A domesticated company that is a foreign limited liability
70.34company and not authorized to transact business in this state appoints the secretary of state
70.35as its agent for service of process for purposes of enforcing a debt, obligation, or other
71.1liability under this subdivision. Service on the secretary of state under this subdivision
71.2must be made in the same manner and has the same consequences as in section 322C.0116,
71.3subdivisions 3 and 4.
71.4    Subd. 3. Foreign jurisdiction. If a limited liability company has adopted and
71.5approved a plan of domestication under section 322C.1011 providing for the company to
71.6be domesticated in a foreign jurisdiction, a statement surrendering the company's articles
71.7of organization must be filed with the secretary of state setting forth:
71.8(1) the name of the company;
71.9(2) a statement that the articles of organization is being surrendered in connection
71.10with the domestication of the company in a foreign jurisdiction;
71.11(3) a statement that the domestication was approved as required by this chapter; and
71.12(4) the jurisdiction of formation of the domesticated foreign limited liability company.

71.13    Sec. 84. [322C.1015] RESTRICTIONS ON APPROVAL OF MERGERS,
71.14EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
71.15    Subdivision 1. Personality liability of member. If a member of a constituent,
71.16converting, or domesticating limited liability company will have personal liability with
71.17respect to a surviving, constituent, converted, or domesticated organization, approval or
71.18amendment of a plan of merger, exchange, conversion, or domestication is ineffective
71.19without the consent of the member, unless:
71.20(1) the company's operating agreement provides for approval of a merger, exchange,
71.21conversion, or domestication with the consent of fewer than all the members; and
71.22(2) the member has consented to the provision of the operating agreement.
71.23    Subd. 2. Consent. A member does not give the consent required by subdivision 1
71.24merely by consenting to a provision of the operating agreement that permits the operating
71.25agreement to be amended with the consent of fewer than all the members.

71.26    Sec. 85. [322C.1101] NONPROFIT LIMITED LIABILITY COMPANIES.
71.27    Subdivision 1. Status as nonprofit limited liability company. A limited liability
71.28company is a nonprofit limited liability company if it is organized under or governed by
71.29this chapter and its articles of organization state that it is a nonprofit limited liability
71.30company governed by this section. The status of a nonprofit limited liability company
71.31under this chapter is not determinative of its tax treatment.
71.32    Subd. 2. Limitations on pecuniary gain and distributions to members. A
71.33nonprofit limited liability company may not:
72.1(1) be formed for a purpose involving pecuniary gain to its members, other than to
72.2members that are nonprofit organizations or subdivisions, units, or agencies of the United
72.3States or a state or local government; or
72.4(2) pay dividends, make distributions, or pay other pecuniary remuneration, directly
72.5or indirectly, to its members, other than to members that are nonprofit organizations or
72.6subdivisions, units, or agencies of the United States or a state or local government.
72.7    Subd. 3. Limitations on persons who may be members. A natural person may not
72.8be a member of, or own any transferable interest in, a nonprofit limited liability company.
72.9    Subd. 4. Purposes; conduct. (a) Subject to subdivision 2:
72.10(1) a nonprofit limited liability company may be organized under this chapter for
72.11any lawful purpose, unless another statute requires incorporation or organization for a
72.12purpose under a different law; and
72.13(2) a nonprofit limited liability company has a general purpose of engaging in any
72.14lawful activity unless otherwise limited in its articles of organization.
72.15(b) A nonprofit limited liability company engaging in conduct that is regulated by
72.16another statute is subject to the limitations of the other statute.
72.17    Subd. 5. Management; provisions of chapter 317A applicable to nonprofit
72.18limited liability companies. (a) A nonprofit limited liability company must be
72.19board-managed. The business and affairs of a nonprofit limited liability company must be
72.20managed by or under the direction of a board of governors, which will have such powers
72.21as are usually exercised by the board of directors of a nonprofit corporation governed by
72.22chapter 317A. All governors will be entitled to vote and have equal rights and preferences
72.23except as otherwise provided in the articles of organization or operating agreement. The
72.24members of the first board may be named in the articles of organization, designated, or
72.25appointed pursuant to the articles of organization, or elected by the organizer.
72.26(b) A nonprofit limited liability company must have one or more natural persons
72.27acting as officers and exercising the functions of the offices of president and treasurer,
72.28however designated. The officers have such powers as are usually exercised by similar
72.29officers of a nonprofit corporation governed by chapter 317A. The board shall elect
72.30or appoint officers, except to the extent that the articles of organization or operating
72.31agreement provide that the members may elect or appoint officers.
72.32(c) Section 317A.161, subdivision 11, applies to a nonprofit limited liability
72.33company as if it were a nonprofit corporation governed by chapter 317A. Section
72.34317A.251 applies to a governor of a nonprofit limited liability company as if the governor
72.35were a director of a nonprofit corporation, and section 322C.409 does not apply.
73.1(d) Section 317A.255 applies to, and with regard to, a governor of a nonprofit limited
73.2liability company as if the governor were a director of a nonprofit corporation.
73.3(e) Section 317A.257 applies to a person who serves without compensation as
73.4a governor of a nonprofit limited liability company, manager, member, or agent of a
73.5nonprofit limited liability company as if such person were serving without compensation
73.6as a director, officer, member, or agent of a nonprofit corporation.
73.7(f) Section 317A.671 regarding the diversion of certain assets applies to a nonprofit
73.8limited liability company as if it were a nonprofit corporation governed by chapter 317A.
73.9(g) Section 317A.735 regarding the distribution of assets on dissolution applies to
73.10a nonprofit limited liability company as if it were a nonprofit corporation governed by
73.11chapter 317A.
73.12(h) Section 317A.751 regarding judicial intervention applies to a nonprofit limited
73.13liability company as if it were a nonprofit corporation governed by chapter 317A.
73.14    Subd. 6. Notice to and authority of attorney general. The attorney general has
73.15the same authority and powers with regard to a nonprofit limited liability company as the
73.16attorney general has with regard to a corporation governed by chapter 317A, including but
73.17not limited to sections 317A.811 and 317A.813.

73.18MISCELLANEOUS PROVISIONS

73.19    Sec. 86. [322C.1201] UNIFORMITY OF APPLICATION AND
73.20CONSTRUCTION.
73.21In applying and construing this uniform act, consideration must be given to the need
73.22to promote uniformity of the law with respect to its subject matter among states that enact it.

73.23    Sec. 87. [322C.1202] RELATION TO ELECTRONIC SIGNATURES IN
73.24GLOBAL AND NATIONAL COMMERCE ACT.
73.25This chapter modifies, limits, and supersedes the federal Electronic Signatures in
73.26Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but
73.27does not modify, limit, or supersede section 101(c) of that act, United States Code, title 15,
73.28section 7001(c), or authorize electronic delivery of any of the notices described in section
73.29103(b) of that act, United States Code, title 15, section 7003(b).

73.30    Sec. 88. [322C.1203] SAVINGS CLAUSE.
73.31This chapter does not affect an action commenced, proceeding brought, or right
73.32accrued before this chapter takes effect.

74.1    Sec. 89. [322C.1204] APPLICATION TO EXISTING RELATIONSHIPS.
74.2    Subdivision 1. Before January 1, 2018. (a) On or after August 1, 2015, a limited
74.3liability company may not be formed under chapter 322B.
74.4(b) Before January 1, 2018, this chapter governs only:
74.5(1) a limited liability company formed on or after August 1, 2015; and
74.6(2) except as otherwise provided in subdivision 3, a limited liability company
74.7formed before August 1, 2015, which elects, in the manner provided in its operating
74.8agreement or bylaw for amending the operating agreement, to be subject to this chapter.
74.9    Subd. 2. On or after January 1, 2018. Except as otherwise provided in subdivision
74.103, on and after January 1, 2018, this chapter governs all limited liability companies.
74.11    Subd. 3. Application to existing company. For the purposes of applying this
74.12chapter to a limited liability company formed before August 1, 2015:
74.13(1) the company's articles of organization are deemed to be the company's articles
74.14of organization; and
74.15(2) for the purposes of applying section 322C.0102, subdivision 10, and subject
74.16to section 322C.0112, subdivision 4, language in the articles of organization, bylaws,
74.17operating agreement, and/or member control agreement of a limited liability company
74.18formed before August 1, 2015, that becomes subject to this chapter will operate as if
74.19that language were in the operating agreement of the limited liability company when it
74.20becomes subject to this chapter.

74.21    Sec. 90. [322C.1205] STATE INTERESTED IN PROCEEDING.
74.22If it appears at any stage of a proceeding in a court in this state that the state is, or is
74.23likely to be, interested in the proceeding or that it is a matter of general public interest,
74.24the court shall order that a copy of the complaint or petition be served upon the attorney
74.25general in the same manner prescribed for serving a summons in a civil action. The
74.26attorney general shall intervene in a proceeding when the attorney general determines that
74.27the public interest requires it, whether or not the attorney general has been served.

74.28    Sec. 91. REPEALER; EFFECTIVE DATE.
74.29Minnesota Statutes 2012, sections 322B.01; 322B.02; 322B.03, subdivisions 1, 2, 3,
74.306, 6a, 7, 8, 10, 11, 12, 13, 14, 15, 17, 17a, 17b, 18, 19, 19a, 20, 21, 22, 23, 24, 25, 26, 27,
74.3128, 29, 30, 31, 31a, 32, 33, 34, 35, 36, 36a, 37, 38, 39, 40, 41, 41a, 42, 43, 44, 45, 45a,
74.3246, 47, 48, 49, 50, and 51; 322B.04; 322B.10; 322B.105; 322B.11; 322B.115; 322B.12,
74.33subdivisions 1, 2, 3, 4, and 5; 322B.125; 322B.13; 322B.135; 322B.14; 322B.145;
74.34322B.15; 322B.155; 322B.16; 322B.165; 322B.17; 322B.175; 322B.18; 322B.20;
75.1322B.21; 322B.22; 322B.23; 322B.30; 322B.303; 322B.306; 322B.31; 322B.313;
75.2322B.316; 322B.32; 322B.323; 322B.326; 322B.33; 322B.333; 322B.336; 322B.34;
75.3322B.343; 322B.346; 322B.348; 322B.35; 322B.353; 322B.356; 322B.36; 322B.363,
75.4subdivisions 1, 2, 3, 4, 5, 6, and 7; 322B.366, subdivision 1; 322B.37; 322B.373;
75.5322B.376; 322B.38; 322B.383; 322B.386; 322B.40; 322B.41; 322B.42; 322B.43;
75.6322B.50; 322B.51; 322B.52; 322B.53; 322B.54; 322B.55; 322B.56; 322B.60; 322B.603;
75.7322B.606; 322B.61; 322B.613; 322B.616; 322B.62; 322B.623; 322B.626; 322B.63;
75.8322B.633; 322B.636; 322B.64; 322B.643; 322B.646; 322B.65; 322B.653; 322B.656;
75.9322B.66; 322B.663; 322B.666; 322B.67; 322B.673; 322B.676; 322B.679; 322B.68;
75.10322B.683; 322B.686; 322B.689; 322B.69; 322B.693; 322B.696; 322B.699; 322B.70;
75.11322B.71; 322B.72; 322B.73; 322B.74; 322B.75; 322B.755; 322B.76; 322B.77; 322B.78;
75.12322B.80; 322B.803; 322B.806; 322B.81; 322B.813; 322B.816, subdivisions 1, 2, 4, 5, and
75.136; 322B.82; 322B.823; 322B.826; 322B.83; 322B.833; 322B.836; 322B.84; 322B.843;
75.14322B.846; 322B.85; 322B.853; 322B.856; 322B.86; 322B.863; 322B.866; 322B.87;
75.15322B.873, subdivisions 1 and 4; 322B.876, subdivision 1; 322B.88; 322B.883; 322B.90;
75.16322B.905; 322B.91, subdivisions 1 and 2; 322B.915; 322B.92; 322B.925; 322B.93;
75.17322B.935; 322B.94; 322B.945; 322B.95; 322B.955; 322B.960, subdivisions 1, 4, and
75.185; and 322B.975, are repealed effective January 1, 2018.

75.19    Sec. 92. EFFECTIVE DATE.
75.20Except as otherwise provided, this article is effective August 1, 2015.

75.21ARTICLE 2

75.22CONFORMING CHANGES

75.23    Section 1. Minnesota Statutes 2012, section 48A.03, subdivision 4, is amended to read:
75.24    Subd. 4. Requirements for consolidated or merged companies. When two or
75.25more trust companies have been or are consolidated under sections 49.34 to 49.41, or, in
75.26the case of a limited liability company, that has been or is merged under sections 322B.70
75.27to 322B.75 or 322C.1001 to 322C.1005 and 322C.1015, the capital of the consolidated
75.28 or merged trust company is considered substituted for the capital of the several trust
75.29companies entering into the consolidation or merger, and the aggregate of the securities
75.30of these trust companies on deposit with the commissioner of management and budget,
75.31according to this section, must be increased or diminished accordingly.

75.32    Sec. 2. Minnesota Statutes 2012, section 181.970, subdivision 2, is amended to read:
75.33    Subd. 2. Exception. Subdivision 1 does not apply to:
76.1(1) employees of the state or a municipality governed by section 3.736 or 466.07;
76.2(2) employees who are subject to a contract or other agreement governing
76.3indemnification rights;
76.4(3) employees and employers who are governed by indemnification provisions under
76.5section 302A.521, 317A.521, or 322B.699, or 322C.0408, or similar laws of this state or
76.6another state specifically governing indemnification of employees of business or nonprofit
76.7corporations, limited liability companies, or other legal entities; or
76.8(4) indemnification rights for a particular liability specifically governed by other law.

76.9    Sec. 3. Minnesota Statutes 2012, section 270C.721, is amended to read:
76.10270C.721 REVOCATION OF CERTIFICATES OF AUTHORITY TO DO
76.11BUSINESS IN THIS STATE.
76.12When a foreign corporation authorized to do business in this state under chapter
76.13303, or a foreign limited liability company or partnership authorized to do business in
76.14this state under chapter 322B or 322C, fails to comply with a law administered by the
76.15commissioner that imposes a tax, the commissioner may serve the secretary of state with
76.16a certified copy of an order finding such failure to comply. The secretary of state, upon
76.17receipt of the order, shall revoke the certificate of authority to do business in this state,
76.18and shall reinstate the certificate entity under section 303.19 or; 322B.960, subdivision 6,;
76.19or 322C.0706 only when the corporation or limited liability company or partnership has
76.20obtained from the commissioner an order finding that the corporation or limited liability
76.21company or partnership is in compliance with such law. An order requiring revocation
76.22of a certificate shall not be issued unless the commissioner gives the corporation or
76.23limited liability company or partnership 30 days' written notice of the proposed order,
76.24specifying the violations of law, and affording an opportunity to request a contested case
76.25hearing under chapter 14.

76.26    Sec. 4. Minnesota Statutes 2012, section 273.124, subdivision 8, is amended to read:
76.27    Subd. 8. Homestead owned by or leased to family farm corporation, joint farm
76.28venture, limited liability company, or partnership. (a) Each family farm corporation;
76.29each joint family farm venture; and each limited liability company or partnership which
76.30operates a family farm; is entitled to class 1b under section 273.13, subdivision 22,
76.31paragraph (b), or class 2a assessment for one homestead occupied by a shareholder,
76.32member, or partner thereof who is residing on the land, and actively engaged in farming of
76.33the land owned by the family farm corporation, joint family farm venture, limited liability
76.34company, or partnership. Homestead treatment applies even if legal title to the property is
77.1in the name of the family farm corporation, joint family farm venture, limited liability
77.2company, or partnership, and not in the name of the person residing on it.
77.3"Family farm corporation," "family farm," and "partnership operating a family
77.4farm" have the meanings given in section 500.24, except that the number of allowable
77.5shareholders, members, or partners under this subdivision shall not exceed 12. "Limited
77.6liability company" has the meaning contained in sections 322B.03, subdivision 28, or
77.7322C.0102, subdivision 12, and 500.24, subdivision 2, paragraphs (l) and (m). "Joint
77.8family farm venture" means a cooperative agreement among two or more farm enterprises
77.9authorized to operate a family farm under section 500.24.
77.10(b) In addition to property specified in paragraph (a), any other residences owned
77.11by family farm corporations, joint family farm ventures, limited liability companies,
77.12or partnerships described in paragraph (a) which are located on agricultural land and
77.13occupied as homesteads by its shareholders, members, or partners who are actively
77.14engaged in farming on behalf of that corporation, joint farm venture, limited liability
77.15company, or partnership must also be assessed as class 2a property or as class 1b property
77.16under section 273.13.
77.17(c) Agricultural property that is owned by a member, partner, or shareholder of a
77.18family farm corporation or joint family farm venture, limited liability company operating
77.19a family farm, or by a partnership operating a family farm and leased to the family farm
77.20corporation, limited liability company, partnership, or joint farm venture, as defined in
77.21paragraph (a), is eligible for classification as class 1b or class 2a under section 273.13, if
77.22the owner is actually residing on the property, and is actually engaged in farming the land
77.23on behalf of that corporation, joint farm venture, limited liability company, or partnership.
77.24This paragraph applies without regard to any legal possession rights of the family farm
77.25corporation, joint family farm venture, limited liability company, or partnership under
77.26the lease.
77.27(d) Nonhomestead agricultural property that is owned by a family farm corporation,
77.28joint farm venture, limited liability company, or partnership; and located not farther than
77.29four townships or cities, or combination thereof, from agricultural land that is owned, and
77.30used for the purposes of a homestead by an individual who is a shareholder, member,
77.31or partner of the corporation, venture, company, or partnership; is entitled to receive
77.32the first tier homestead class rate on any remaining market value in the first homestead
77.33class tier that is in excess of the market value of the shareholder's, member's, or partner's
77.34class 2 agricultural homestead property, if the owner, or someone acting on the owner's
77.35behalf notifies the county assessor by July 1 that the property may be eligible under this
77.36paragraph for the current assessment year, for taxes payable in the following year. As used
78.1in this paragraph, "agricultural property" means property classified as 2a under section
78.2273.13 , along with any contiguous property classified as 2b under section 273.13, if the
78.3contiguous 2a and 2b properties are under the same ownership.

78.4    Sec. 5. Minnesota Statutes 2012, section 290.01, subdivision 3b, is amended to read:
78.5    Subd. 3b. Limited liability company. For purposes of this chapter and chapter
78.6289A, a limited liability company, including a nonprofit limited liability company under
78.7section 322B.975, that is formed under either the laws of this state or under similar laws
78.8of another state, will be treated as an entity similar to its treatment for federal income
78.9tax purposes.
78.10EFFECTIVE DATE.This section is effective January 1, 2015.

78.11    Sec. 6. Minnesota Statutes 2012, section 302A.011, is amended by adding a
78.12subdivision to read:
78.13    Subd. 67. Converting corporation. "Converting corporation" means a converting
78.14organization that is a corporation.

78.15    Sec. 7. Minnesota Statutes 2012, section 302A.011, is amended by adding a
78.16subdivision to read:
78.17    Subd. 68. Organizational documents. "Organizational documents" means:
78.18(1) for a domestic or foreign general partnership, its partnership agreement;
78.19(2) for a limited partnership or foreign limited partnership, its certificate of limited
78.20partnership and partnership agreement;
78.21(3) for a domestic or foreign limited liability company, its certificate or articles
78.22of organization and operating agreement, or comparable documents as provided in its
78.23governing statute;
78.24(4) for a business trust, its agreement of trust and declaration of trust;
78.25(5) for a domestic or foreign corporation for profit, its articles of incorporation,
78.26bylaws, and other agreements among its shareholders that are authorized by its governing
78.27statute, or comparable documents as provided in its governing statute; and
78.28(6) for any other organization, the basic agreements or other documents that create
78.29the organization and determine its internal governance and the relations among the persons
78.30that own it, have an interest in it, or are members of it.

78.31    Sec. 8. Minnesota Statutes 2012, section 302A.011, is amended by adding a
78.32subdivision to read:
79.1    Subd. 69. Personal liability. "Personal liability" means liability for a debt,
79.2obligation, or other liability of an organization that is imposed on a person that co-owns,
79.3has an interest in, or is a member of the organization.
79.4(1) by the governing statute solely by reason of the person co-owning, having an
79.5interest in, or being a member of the organization; or
79.6(2) by the organization's organizational documents under a provision of the governing
79.7statute authorizing those documents to make one or more specified persons liable for all or
79.8specified debts, obligations, or other liabilities of the organization solely by reason of the
79.9person or persons co-owning, having an interest in, or being a member of the organization.

79.10    Sec. 9. Minnesota Statutes 2012, section 302A.115, subdivision 1, is amended to read:
79.11    Subdivision 1. Requirements; prohibitions. The corporate name:
79.12(a) Shall be in the English language or in any other language expressed in English
79.13letters or characters;
79.14(b) Shall contain the word "corporation," "incorporated," or "limited," or shall
79.15contain an abbreviation of one or more of these words, or the word "company" or the
79.16abbreviation "Co." if that word or abbreviation is not immediately preceded by the word
79.17"and" or the character "&";
79.18(c) Shall not contain a word or phrase that indicates or implies that it is incorporated
79.19for a purpose other than a legal business purpose;
79.20(d) Shall be distinguishable upon the records in the Office of the Secretary of
79.21State from the name of each domestic corporation, limited partnership, limited liability
79.22partnership, and limited liability company, whether profit or nonprofit, and each foreign
79.23corporation, limited partnership, limited liability partnership, and limited liability company
79.24on file, authorized or registered to do business in this state at the time of filing, whether
79.25profit or nonprofit, and each name the right to which is, at the time of incorporation,
79.26reserved as provided for in sections 5.35, 302A.117, 321.0109, 322B.125, 322C.0109, or
79.27333.001 to 333.54, unless there is filed with the articles one of the following:
79.28(1) The written consent of the domestic corporation, limited partnership, limited
79.29liability partnership, or limited liability company, or the foreign corporation, limited
79.30partnership, limited liability partnership, or limited liability company authorized or
79.31registered to do business in this state or the holder of a reserved name or a name filed by
79.32or registered with the secretary of state under sections 333.001 to 333.54 having a name
79.33that is not distinguishable;
79.34(2) A certified copy of a final decree of a court in this state establishing the prior
79.35right of the applicant to the use of the name in this state; or
80.1(3) The applicant's affidavit that the domestic or foreign corporation, limited
80.2partnership, or limited liability company with the name that is not distinguishable has
80.3been incorporated or on file in this state for at least three years prior to the affidavit, if it
80.4is a domestic corporation, limited partnership, or limited liability company, or has been
80.5authorized or registered to do business in this state for at least three years prior to the
80.6affidavit, if it is a foreign corporation, limited partnership, or limited liability company,
80.7or that the holder of a name filed or registered with the secretary of state under sections
80.8333.001 to 333.54 filed or registered that name at least three years prior to the affidavit;
80.9that the domestic or foreign corporation, limited partnership, or limited liability company
80.10or holder has not during the three-year period before the affidavit filed any document with
80.11the secretary of state; that the applicant has mailed written notice to the domestic or
80.12foreign corporation, limited partnership, or limited liability company or the holder of a
80.13name filed or registered with the secretary of state under sections 333.001 to 333.54 by
80.14certified mail, return receipt requested, properly addressed to the registered office of the
80.15domestic or foreign corporation or limited liability company or in care of the agent of the
80.16limited partnership, or the address of the holder of a name filed or registered with the
80.17secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
80.18of state, stating that the applicant intends to use a name that is not distinguishable and the
80.19notice has been returned to the applicant as undeliverable to the addressee domestic or
80.20foreign corporation, limited partnership, limited liability company, or holder of a name
80.21filed or registered with the secretary of state under sections 333.001 to 333.54; that the
80.22applicant, after diligent inquiry, has been unable to find any telephone listing for the
80.23domestic or foreign corporation, limited partnership, or limited liability company with
80.24the name that is not distinguishable in the county in which is located the registered office
80.25of the domestic or foreign corporation, limited partnership, or limited liability company
80.26shown in the records of the secretary of state or has been unable to find any telephone
80.27listing for the holder of a name filed or registered with the secretary of state under sections
80.28333.001 to 333.54 in the county in which is located the address of the holder shown in
80.29the records of the secretary of state; and that the applicant has no knowledge that the
80.30domestic or foreign corporation, limited partnership, limited liability company, or holder
80.31of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
80.32currently engaged in business in this state.

80.33    Sec. 10. Minnesota Statutes 2012, section 302A.681, is amended to read:
80.34302A.681 CONVERSION OF CORPORATIONS AND LIMITED LIABILITY
80.35COMPANIES.
81.1    Subdivision 1. Conversions authorized Authorization. A corporation may
81.2become a domestic limited liability company, and a domestic limited liability company
81.3may become a An organization, other than a corporation, a foreign corporation, a nonprofit
81.4corporation, or an organization owning assets irrevocably dedicated to a charitable
81.5purpose, may convert to a corporation, and a corporation may convert to an organization
81.6other than a foreign corporation, in each case pursuant to a plan of conversion. approved
81.7in the manner provided in sections 302A.681 to 302A.692, if:
81.8(1) the other organization's governing statute authorizes the conversion; and
81.9(2) the other organization complies with its governing statute and organizational
81.10documents in effecting the conversion.
81.11    Subd. 2. Certain definitions. (a) For purposes of sections 302A.681 to 302A.691,
81.12the words, terms, and phrases in paragraphs (b) to (h) have the meanings given them.
81.13(b) "Articles of organization" has the same meaning as it does under section
81.14322B.03, subdivision 6.
81.15(c) "Board of governors" has the same meaning as it does under section 322B.03,
81.16subdivision 7 .
81.17(d) "Class," when used with reference to membership interests, has the same
81.18meaning as it does under section 322B.03, subdivision 10.
81.19(e) "Governor" has the same meaning as it does under section 322B.03, subdivision
81.2024 .
81.21(f) "Member" has the same meaning as it does under section 322B.03, subdivision 30.
81.22(g) "Membership interest" has the same meaning as it does under section 322B.03,
81.23subdivision 31 .
81.24(h) "Series," when used with reference to membership interests, has the same
81.25meaning as it does under section 322B.03, subdivision 44.

81.26    Sec. 11. Minnesota Statutes 2012, section 302A.683, is amended to read:
81.27302A.683 PLAN OF CONVERSION.
81.28A plan of conversion must contain:
81.29(1) the name, form, and jurisdiction of the governing statute of the converting
81.30organization before conversion;
81.31(2) the name, form, and jurisdiction of the governing statute of the converted
81.32organization after conversion;
81.33(3) whether the converted organization is a corporation or a limited liability company;
81.34(4) the terms and conditions of the proposed conversion;,
82.1(5) including the manner and basis of for converting each ownership interest in the
82.2converting organization into ownership interests in the converted converting organization
82.3or, in whole or in part, into money or other property; into any combination of money,
82.4interests in the converted organization, and other consideration;
82.5(6) a copy of the proposed articles of incorporation or articles of organization (4) the
82.6organizational documents of the converted organization; and
82.7(7) (5) any other provisions with respect to the proposed conversion that are deemed
82.8necessary or desirable.

82.9    Sec. 12. Minnesota Statutes 2012, section 302A.685, is amended to read:
82.10302A.685 PLAN APPROVAL ACTION ON PLAN OF CONVERSION BY
82.11CONVERTING CORPORATION.
82.12    Subdivision 1. Board approval; notice to owners. A If the converting organization
82.13is a corporation, a resolution containing the plan of conversion must be approved by the
82.14affirmative vote of a majority of the directors or governors present at a meeting of the
82.15converting corporation's board of directors or the board of governors of the converting
82.16organization and must then be submitted at a regular or a special meeting to the owners
82.17 of the converting organization corporation's shareholders. Written notice must be given
82.18to every owner shareholder of the converting organization corporation, whether or not
82.19entitled to vote at the meeting, not less than 14 days nor more than 60 days before
82.20the meeting, in the manner provided in section 302A.435 for notice of a meeting of
82.21shareholders or in the manner provided in section 322B.34 for notice of a meeting of
82.22members. The written notice must state that a purpose of the meeting is to consider the
82.23proposed plan of conversion. A copy or short description of the plan of conversion must
82.24be included in or enclosed with the notice.
82.25    Subd. 2. Approval by owners shareholders. At the meeting, a vote of the owners
82.26 shareholders must be taken on the proposed plan. The plan of conversion is adopted when
82.27approved by the affirmative vote of the holders of a majority of the voting power of all
82.28shares or membership interests entitled to vote. A class or series of shares or membership
82.29interests is entitled to vote as a class or series on the approval of the plan.

82.30    Sec. 13. [302A.6871] FILINGS REQUIRED BY CONVERTING
82.31CORPORATION.
82.32After a plan of conversion is approved by a converting corporation, the converting
82.33corporation must cause articles of conversion to be filed with the secretary of state. The
83.1articles of conversion must be signed on behalf of the converting corporation and must
83.2include:
83.3(1) the plan of conversion;
83.4(2) a statement that the converting corporation has been converted into the converted
83.5organization;
83.6(3) the name and form of the converted organization and the jurisdiction of its
83.7governing statute;
83.8(4) a statement that the conversion was approved as required by this chapter;
83.9(5) a statement that the conversion was approved as required by the governing
83.10statute of the converted organization; and
83.11(6) if the converted organization is a foreign organization not authorized to transact
83.12business in this state, the street address of an office which the secretary of state may use
83.13for the purposes of section 302A.691, subdivision 3.

83.14    Sec. 14. [302A.688] FILINGS REQUIRED WHEN CORPORATION IS
83.15CONVERTED ORGANIZATION.
83.16If the converting organization is not a corporation, the converting organization
83.17must cause articles of conversion to be filed with the secretary of state. The articles of
83.18conversion must be signed on behalf of the converting organization and must include, in
83.19addition to the information required by section 302A.111, subdivision 1:
83.20(1) the plan of conversion;
83.21(2) a statement that the converted organization has been converted from the
83.22converting organization;
83.23(3) the name and form of the converting organization and the jurisdiction of its
83.24governing statute; and
83.25(4) a statement that the conversion was approved as required by the governing
83.26statute of the converting organization.

83.27    Sec. 15. Minnesota Statutes 2012, section 302A.689, is amended to read:
83.28302A.689 ABANDONMENT OF CONVERSION.
83.29    Subdivision 1. By shareholders or plan. After a plan of conversion has been
83.30approved by the owners shareholders entitled to vote on the approval of the plan as
83.31provided in section 302A.685, and before the effective date of the plan, it may be
83.32abandoned by a converting corporation:
83.33(1) if the owners of the converting organization shareholders entitled to vote on the
83.34approval of the plan as provided in section 302A.685 have approved the abandonment at a
84.1meeting by the affirmative vote of the holders of a majority of the voting power of the
84.2shares or membership interests entitled to vote;
84.3(2) if the plan itself provides for abandonment and all conditions for abandonment
84.4set forth in the plan are met; or
84.5(3) pursuant to subdivision 2.
84.6    Subd. 2. By board. A plan of conversion may be abandoned by a converting
84.7corporation, before the effective date of the plan, by a resolution of the board of directors
84.8or the board of governors of the converting organization abandoning the plan of
84.9conversion corporation approved by the affirmative vote of a majority of the directors or
84.10governors present.
84.11    Subd. 3. Filing of articles. If articles of conversion have been filed with the
84.12secretary of state, but have not yet become effective, the converting organization shall
84.13 corporation must file with the secretary of state articles of abandonment that contain:
84.14(1) the name of the converting organization corporation;
84.15(2) the provision of this section under which the plan is abandoned; and
84.16(3) if the plan is abandoned under subdivision 2, the text of the resolution
84.17abandoning the plan.

84.18    Sec. 16. Minnesota Statutes 2012, section 302A.691, is amended to read:
84.19302A.691 EFFECTIVE DATE OR TIME OF CONVERSION; EFFECT.
84.20    Subdivision 1. Effective date or time. A conversion is effective when the articles
84.21of conversion are filed with the secretary of state or on a later date or at a later time
84.22specified in the articles of conversion.
84.23    Subd. 2. Effect on organization. (a) A converted organization is for all purposes the
84.24same organization as the converting organization, having been incorporated or, organized,
84.25or formed on the date that the converting organization was originally incorporated or,
84.26 organized, or formed.
84.27(b) When a conversion becomes effective:
84.28(1) if the converted organization is a corporation, the converted organization has
84.29all the rights, privileges, immunities, and powers, and is subject to all the duties and
84.30liabilities, of a corporation incorporated under this chapter;
84.31(2) if the converted organization is a limited liability company, the converted
84.32organization has all the rights, privileges, immunities, and powers, and is subject to all the
84.33duties and liabilities, of a limited liability company organized under chapter 322B;
84.34(3) all property owned by the converting organization remains vested in the
84.35converted organization;
85.1(4) (2) all debts, liabilities, and other obligations of the converting organization
85.2continue as obligations of the converted organization;
85.3(5) (3) an action or proceeding pending by or against the converting organization
85.4may be continued as if the conversion had not occurred; and
85.5(6) (4) all rights, privileges, immunities, and powers of the converting organization
85.6remain vested in the converted organization.
85.7    Subd. 3. Effect on shareholders or members. Foreign organization. When
85.8a conversion becomes effective, each share or membership interest in the converting
85.9organization is deemed to be converted into shares or membership interests in the converted
85.10organization or, in whole or in part, into money or other property to be received under the
85.11plan by the shareholders or the members, subject to any dissenters' rights under section
85.12302A.471, in the case of shareholders of the converting organization, or section 322B.383,
85.13in the case of members of the converting organization. A converted organization that is a
85.14foreign organization consents to the jurisdiction of the courts of this state to enforce any
85.15debt, obligation, or other liability for which the converting corporation is liable if, before
85.16the conversion, the converting corporation was subject to suit in this state on the debt,
85.17obligation, or other liability. A converted organization that is a foreign organization and
85.18not authorized to transact business in this state appoints the secretary of state as its agent
85.19for service of process for purposes of enforcing a debt, obligation, or other liability under
85.20this subdivision. Service on the secretary of state under this subdivision must be made in
85.21the same manner and has the same consequences as in section 5.25, subdivisions 4 and 5.

85.22    Sec. 17. [302A.692] RESTRICTIONS ON APPROVAL OF CONVERSIONS.
85.23    Subdivision 1. Personal liability of shareholder. If a shareholder of a converting
85.24corporation will have personal liability with respect to a converted organization, approval
85.25or amendment of a plan of conversion is ineffective without the consent of the shareholder,
85.26unless:
85.27(1) a shareholder control agreement of the converting corporation provides for
85.28approval of a conversion with the consent of fewer than all the members; and
85.29(2) the shareholder has consented to the provision of the shareholder control
85.30agreement.
85.31    Subd. 2. Consent. A shareholder does not give the consent required by subdivision
85.321 merely by consenting to a provision of a shareholder control agreement that permits
85.33the shareholder control agreement to be amended with the consent of fewer than all
85.34shareholders.

86.1    Sec. 18. Minnesota Statutes 2012, section 308A.121, subdivision 1, is amended to read:
86.2    Subdivision 1. Name. The name of a cooperative must distinguish the cooperative
86.3upon the records in the Office of the Secretary of State from the name of a domestic
86.4corporation, whether profit or nonprofit, or a limited partnership, or a foreign corporation
86.5or a limited partnership, whether profit or nonprofit, a limited liability company, whether
86.6domestic or foreign, a limited liability partnership, whether domestic or foreign, on file,
86.7authorized or registered to do business in this state at the time of filing or a name the
86.8right to which is, at the time of incorporation, reserved or provided for in sections 5.35,
86.9302A.117 , 317A.117, 321.0109, 322B.125, 322C.0109, or 333.001 to 333.54.

86.10    Sec. 19. Minnesota Statutes 2012, section 308B.801, subdivision 1, is amended to read:
86.11    Subdivision 1. Authorization. Unless otherwise prohibited, cooperatives organized
86.12under the laws of this state, including cooperatives organized under this chapter or chapter
86.13308A, may merge or consolidate with each other, a Minnesota limited liability company
86.14under the provisions of section 322B.755 or sections 322C.1001 to 322C.1015, or
86.15other business entities organized under the laws of another state by complying with the
86.16provisions of this section and the law of the state where the surviving or new business
86.17entity will exist. A cooperative may not merge or consolidate with a business entity
86.18organized under the laws of this state, other than a cooperative organized under chapter
86.19308A, unless the law governing the business entity expressly authorizes merger or
86.20consolidation with a cooperative. This subdivision does not authorize a foreign business
86.21entity to do any act not authorized by the law governing the foreign business entity.

86.22    Sec. 20. Minnesota Statutes 2012, section 308B.801, subdivision 2, is amended to read:
86.23    Subd. 2. Plan. To initiate a merger or consolidation of a cooperative, a written plan
86.24of merger or consolidation shall be prepared by the board or by a committee selected by
86.25the board to prepare a plan. The plan shall state:
86.26(1) the names of the constituent domestic cooperatives, the name of any Minnesota
86.27limited liability company that is a party to the merger, to the extent authorized under
86.28section 322B.755 or sections 322C.1001 to 322C.1005 and 322C.1015, and any foreign
86.29business entities;
86.30(2) the name of the surviving or new domestic cooperative, Minnesota limited liability
86.31company as required by section 322B.755 or 322C.1002, or other foreign business entity;
86.32(3) the manner and basis of converting membership or ownership interests of the
86.33constituent domestic cooperatives, the surviving Minnesota limited liability company as
86.34provided in section 322B.755 or 322C.1002, or foreign business entities into membership
87.1or ownership interests in the surviving or new domestic cooperative, the surviving
87.2Minnesota limited liability company as authorized in section 322B.755 or 322C.1002, or
87.3foreign business entity;
87.4(4) the terms of the merger or consolidation;
87.5(5) the proposed effect of the consolidation or merger on the members and patron
87.6members of each constituent domestic cooperative; and
87.7(6) for a consolidation, the plan shall contain the articles of the entity or organizational
87.8documents to be filed with the state in which the entity is organized or, if the surviving
87.9organization is a Minnesota limited liability company, the articles of organization.

87.10    Sec. 21. Minnesota Statutes 2012, section 308B.801, subdivision 5, is amended to read:
87.11    Subd. 5. Effect of merger. For a merger that does not involve a Minnesota limited
87.12liability company, the following shall apply to the effect of a merger:
87.13(a) After the effective date, the domestic cooperative, Minnesota limited liability
87.14company, if party to the plan, and any foreign business entity that is a party to the plan
87.15become a single entity. For a merger, the surviving business entity is the business entity
87.16designated in the plan. For a consolidation, the new domestic cooperative, the Minnesota
87.17limited liability company, if any, and any foreign business entity is the business entity
87.18provided for in the plan. Except for the surviving or new domestic cooperative, Minnesota
87.19limited liability company, or foreign business entity, the separate existence of each merged
87.20or consolidated domestic or foreign business entity that is a party to the plan ceases on the
87.21effective date of the merger or consolidation.
87.22(b) The surviving or new domestic cooperative, Minnesota limited liability company,
87.23or foreign business entity possesses all of the rights and property of each of the merged
87.24or consolidated business entities and is responsible for all their obligations. The title
87.25to property of the merged or consolidated domestic cooperative or foreign business
87.26entity is vested in the surviving or new domestic cooperative, Minnesota limited liability
87.27company, or foreign business entity without reversion or impairment of the title caused
87.28by the merger or consolidation.
87.29(c) If a merger involves a Minnesota limited liability company, this subdivision is
87.30subject to the provisions of section 322B.755 or 322C.1002.

87.31    Sec. 22. Minnesota Statutes 2012, section 308B.805, subdivision 1, is amended to read:
87.32    Subdivision 1. When authorized; contents of plan. (a) For purposes of this section,
87.33"subsidiary" means a domestic cooperative, a Minnesota limited liability company, or
87.34a foreign cooperative, and "cooperative" means a domestic cooperative. A Minnesota
88.1limited liability company may only participate in a merger under this section to the extent
88.2authorized under section 322B.755 or 322C.1002. A parent domestic cooperative or a
88.3subsidiary that is a domestic cooperative may complete the merger of a subsidiary as
88.4provided in this section, provided however, if either the parent or the subsidiary is a business
88.5entity organized under the laws of this state, the merger of the subsidiary is not authorized
88.6under this section unless the law governing the business entity expressly authorizes merger
88.7with a cooperative. A parent cooperative owning at least 90 percent of the outstanding
88.8ownership interests of each class and series of a subsidiary directly, or indirectly through
88.9related organizations, other than classes or series that, absent this section, would otherwise
88.10not be entitled to vote on the merger, may merge the subsidiary into itself or into any other
88.11subsidiary at least 90 percent of the outstanding ownership interests of each class and
88.12series of which is owned by the parent cooperative directly, or indirectly through related
88.13organizations, other than classes or series that, absent this section, would otherwise not be
88.14entitled to vote on the merger, without a vote of the members of itself or any subsidiary or
88.15may merge itself, or itself and one or more of the subsidiaries, into one of the subsidiaries
88.16under this section. A resolution approved by the affirmative vote of a majority of the
88.17directors of the parent cooperative present shall set forth a plan of merger that contains:
88.18(1) the name of the subsidiary or subsidiaries, the name of the parent, and the name
88.19of the surviving cooperative;
88.20(2) the manner and basis of converting the membership interests of the subsidiary or
88.21subsidiaries or parent into securities of the parent, subsidiary, or of another cooperative
88.22or, in the whole or in part, into money or other property;
88.23(3) if the parent is a constituent cooperative but is not the surviving cooperative in
88.24the merger, a provision for the pro rata issuance of membership interests of the surviving
88.25cooperative to the holders of membership interests of the parent on surrender of any
88.26certificates for shares of the parent; and
88.27(4) if the surviving cooperative is a subsidiary, a statement of any amendments to the
88.28articles of the surviving cooperative that will be part of the merger.
88.29(b) If the parent is a constituent cooperative and the surviving cooperative in the
88.30merger, it may change its cooperative name, without a vote of its members, by the
88.31inclusion of a provision to that effect in the resolution of merger setting forth the plan of
88.32merger that is approved by the affirmative vote of a majority of the directors of the parent
88.33present. Upon the effective date of the merger, the name of the parent shall be changed.
88.34(c) If the parent is a constituent cooperative but is not the surviving cooperative in the
88.35merger, the resolution is not effective unless it is also approved by the affirmative vote of the
88.36holders of a majority of the voting power of all membership interests of the parent entitled
89.1to vote at a regular or special meeting if the parent is a cooperative, or in accordance with
89.2the laws under which it is organized if the parent is a foreign business entity or cooperative.

89.3    Sec. 23. Minnesota Statutes 2012, section 308B.835, subdivision 2, is amended to read:
89.4    Subd. 2. Generally. (a) A merger may be abandoned:
89.5(1) if the members of each of the constituent domestic cooperatives entitled to vote
89.6on the approval of the plan have approved the abandonment at a meeting by the affirmative
89.7vote of the holders of a majority of the voting power of the membership interests entitled
89.8to vote; if the merger is with a domestic cooperative and a Minnesota limited liability
89.9company or foreign business entity, if abandonment is approved in such manner as may be
89.10required by section 322B.755 or 322C.1003 for the involvement of a Minnesota limited
89.11liability company, or for a foreign business entity by the laws of the state under which
89.12the foreign business entity is organized; and the members of a constituent domestic
89.13cooperative are not entitled to vote on the approval of the plan, the board of the constituent
89.14domestic cooperative has approved the abandonment by the affirmative vote of a majority
89.15of the directors present;
89.16(2) if the plan itself provides for abandonment and all conditions for abandonment
89.17set forth in the plan are met; or
89.18(3) under paragraph (b).
89.19(b) A plan of merger may be abandoned before the effective date of the plan by a
89.20resolution of the board of any constituent domestic cooperative abandoning the plan of
89.21merger approved by the affirmative vote of a majority of the directors present, subject
89.22to the contract rights of any other person under the plan. If a plan of merger is with a
89.23domestic or foreign business entity, the plan of merger may be abandoned before the
89.24effective date of the plan by a resolution of the foreign business entity adopted according
89.25to the laws of the state under which the foreign business entity is organized, subject to
89.26the contract rights of any other person under the plan. If the plan of merger is with
89.27a Minnesota limited liability company, the plan of merger may be abandoned by the
89.28Minnesota limited liability company as provided in section 322B.755 or 322C.1003,
89.29subject to the contractual rights of any other person under the plan.
89.30(c) If articles of merger have been filed with the secretary of state, but have not
89.31yet become effective, the constituent organizations, in the case of abandonment under
89.32paragraph (a), clause (1), the constituent organizations or any one of them, in the case
89.33of abandonment under paragraph (a), clause (2), or the abandoning organization in the
89.34case of abandonment under paragraph (b), shall file with the secretary of state articles of
89.35abandonment that contain:
90.1(1) the names of the constituent organizations;
90.2(2) the provisions of this section under which the plan is abandoned; and
90.3(3) if the plan is abandoned under paragraph (b), the text of the resolution
90.4abandoning the plan.

90.5    Sec. 24. Minnesota Statutes 2012, section 317A.115, subdivision 2, is amended to read:
90.6    Subd. 2. Name must be distinguishable. (a) A corporate name must be
90.7distinguishable upon the records in the Office of the Secretary of State from the name of a
90.8domestic corporation or limited partnership, a foreign corporation or limited partnership,
90.9whether profit or nonprofit, a limited liability company, whether domestic or foreign,
90.10on file, authorized to do business in this state at the time of filing, a limited liability
90.11partnership, whether domestic or foreign, or a name the right to which is, at the time of
90.12incorporation, reserved, registered, or provided for in section 5.35, 317A.117, 302A.117,
90.13321.0109 , 322B.125 or 322C.0109, or sections 333.001 to 333.54, unless one of the
90.14following is filed with the articles:
90.15(1) the written consent of the organization having the name that is not distinguishable;
90.16(2) a certified copy of a final decree of a court in this state establishing the prior right
90.17of the applicant to use its corporate name in this state; or
90.18(3) an affidavit of nonuse of the kind required by section 302A.115, subdivision 1,
90.19paragraph (d), clause (3).
90.20(b) The secretary of state shall determine whether a name is distinguishable from
90.21another name for purposes of this section and section 317A.117.
90.22(c) This subdivision does not affect the right of a corporation existing on January
90.231, 1991, or a foreign corporation authorized to do business in this state on that date, to
90.24use its corporate name.

90.25    Sec. 25. Minnesota Statutes 2012, section 319B.02, subdivision 3, is amended to read:
90.26    Subd. 3. Certificate of authority. "Certificate of authority" means:
90.27(1) with respect to a foreign firm that is a corporation, the certificate of authority
90.28required under sections 303.01 to 303.24 and any notice filed under section 303.115 in
90.29connection with that certificate; and
90.30(2) with respect to a foreign firm that is a limited liability company, the certificate
90.31of authority required under referred to in sections 322B.905 to 322B.955 or 322C.802
90.32to 322C.804 and any notice filed under section 322B.92, clause (3), in connection with
90.33that certificate.

91.1    Sec. 26. Minnesota Statutes 2012, section 319B.02, subdivision 22, is amended to read:
91.2    Subd. 22. Update. "Update" means:
91.3(1) with respect to a Minnesota professional firm that is either a Minnesota
91.4corporation or a Minnesota limited liability company, amend the organizational document;
91.5(2) with respect to a foreign professional firm that is a foreign corporation, file a notice
91.6under section 303.115 in connection with the foreign corporation's certificate of authority;
91.7(3) with respect to a foreign firm that is a limited liability company, file a notice
91.8under section 322B.92, clause (3), in connection with the foreign limited liability
91.9company's an amended certificate of authority;
91.10(4) with respect to a Minnesota professional firm that is a limited liability partnership
91.11and has an effective statement of qualification under section 323A.1001, amend that
91.12statement of qualification; and
91.13(5) with respect to a foreign professional firm that is a limited liability partnership
91.14and has an effective statement of foreign qualification under section 323A.1102, amend
91.15that statement of foreign qualification.

91.16    Sec. 27. Minnesota Statutes 2012, section 319B.10, subdivision 3, is amended to read:
91.17    Subd. 3. Filings with secretary of state. (a) For a Minnesota professional firm
91.18involved in a merger, the document filed with the secretary of state to effectuate the
91.19merger must state whether that Minnesota professional firm will survive the merger, and
91.20if so, whether that Minnesota professional firm will remain a Minnesota professional
91.21firm once the merger takes effect.
91.22(b) For a foreign professional firm involved in a merger, the certificate filed with the
91.23secretary of state under section 303.11 or, 322B.92, or 322C.1004 must be accompanied
91.24by a statement as to whether that foreign firm will survive the merger, and if so, whether
91.25that foreign professional firm will remain a foreign professional firm once the merger
91.26takes effect.

91.27    Sec. 28. Minnesota Statutes 2012, section 321.0108, is amended to read:
91.28321.0108 NAME.
91.29(a) The name of a limited partnership may contain the name of any partner.
91.30(b) The name of a limited partnership that is not a limited liability limited partnership
91.31must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may
91.32not contain the phrase "limited liability limited partnership" or the abbreviation "LLLP"
91.33or "L.L.L.P."
92.1(c) Except as provided in section 321.1206(e)(1), the name of a limited liability
92.2limited partnership must contain the phrase "limited liability limited partnership" or the
92.3abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain the abbreviation
92.4"L.P." or "LP."
92.5(d) The limited partnership name shall not contain a word or phrase that indicates or
92.6implies that it is formed for a purpose other than a legal purpose.
92.7(e) The limited partnership name shall be distinguishable upon the records in the
92.8Office of the Secretary of State from the name of each domestic corporation, limited
92.9partnership, limited liability partnership, and limited liability company, whether profit or
92.10nonprofit, and each foreign corporation, limited partnership, limited liability partnership,
92.11and limited liability company on file, authorized or registered to do business in this state
92.12at the time of filing, whether profit or nonprofit, and each name the right to which is, at
92.13the time of formation, reserved as provided for in sections 5.35, 302A.117, 322A.03,
92.14322B.125 , 322C.0109, or 333.001 to 333.54, unless there is filed with the certificate of
92.15limited partnership one of the following:
92.16(1) the written consent of the domestic corporation, limited partnership, limited
92.17liability partnership, or limited liability company, or the foreign corporation, limited
92.18partnership, limited liability partnership, or limited liability company authorized or
92.19registered to do business in this state or the holder of a reserved name or a name filed by
92.20or registered with the secretary of state under sections 333.001 to 333.54 having a name
92.21that is not distinguishable;
92.22(2) a certified copy of a final decree of a court in this state establishing the prior right
92.23of the applicant to the use of the name in this state; or
92.24(3) the applicant's affidavit that the corporation, limited partnership, or limited
92.25liability company with the name that is not distinguishable has been incorporated or on file
92.26in this state for at least three years prior to the affidavit, if it is a domestic corporation,
92.27limited partnership, or limited liability company, or has been authorized or registered to
92.28do business in this state for at least three years prior to the affidavit, if it is a foreign
92.29corporation, limited partnership, or limited liability company, or that the holder of a name
92.30filed or registered with the secretary of state under sections 333.001 to 333.54 filed or
92.31registered that name at least three years prior to the affidavit; that the corporation, limited
92.32partnership, or limited liability company or holder has not during the three-year period
92.33before the affidavit filed any document with the secretary of state; that the applicant has
92.34mailed written notice to the corporation, limited partnership, or limited liability company
92.35or the holder of a name filed or registered with the secretary of state under sections
92.36333.001 to 333.54 by certified mail, return receipt requested, properly addressed to the
93.1registered office of the corporation or limited liability company or in care of the agent of
93.2the limited partnership, or the address of the holder of a name filed or registered with the
93.3secretary of state under sections 333.001 to 333.54, shown in the records of the secretary
93.4of state, stating that the applicant intends to use a name that is not distinguishable and the
93.5notice has been returned to the applicant as undeliverable to the addressee corporation,
93.6limited partnership, limited liability company, or holder of a name filed or registered
93.7with the secretary of state under sections 333.001 to 333.54; that the applicant, after
93.8diligent inquiry, has been unable to find any telephone listing for the corporation, limited
93.9partnership, or limited liability company with the name that is not distinguishable in the
93.10county in which is located the registered office of the corporation, limited partnership, or
93.11limited liability company shown in the records of the secretary of state or has been unable
93.12to find any telephone listing for the holder of a name filed or registered with the secretary
93.13of state under sections 333.001 to 333.54 in the county in which is located the address
93.14of the holder shown in the records of the secretary of state; and that the applicant has no
93.15knowledge that the corporation, limited partnership, limited liability company, or holder
93.16of a name filed or registered with the secretary of state under sections 333.001 to 333.54 is
93.17currently engaged in business in this state.
93.18(f) The secretary of state shall determine whether a name is distinguishable from
93.19another name for purposes of this section and section 321.0109.
93.20(g) This section and section 321.0109 do not abrogate or limit the law of unfair
93.21competition or unfair practices; nor sections 333.001 to 333.54; nor the laws of the United
93.22States with respect to the right to acquire and protect copyrights, trade names, trademarks,
93.23service names, service marks, or any other rights to the exclusive use of names or symbols;
93.24nor derogate the common law or the principles of equity.
93.25(h) A limited partnership that is the surviving organization in a merger with one
93.26or more other organizations, or that is formed by the reorganization of one or more
93.27organizations, or that acquires by sale, lease, or other disposition to or exchange with an
93.28organization all or substantially all of the assets of another organization, including its
93.29name, may have the same name as that used in this state by any of the other organizations,
93.30if the other organization whose name is sought to be used was organized under the laws
93.31of, or is authorized to transact business in, this state.
93.32(i) The use of a name by a limited partnership in violation of this section does not
93.33affect or vitiate its existence, but a court in this state may, upon application of the state or
93.34of a person interested or affected, enjoin the limited partnership from doing business under
93.35a name assumed in violation of this section, although its certificate of limited partnership
93.36may have been filed with the secretary of state and a certificate of formation issued.

94.1    Sec. 29. REVISOR'S INSTRUCTION.
94.2The revisor of statutes shall remove the references to sections of Minnesota Statutes,
94.3chapter 322B, in the sections amended in this article and elsewhere in Minnesota Statutes
94.4and make any necessary related changes.
94.5EFFECTIVE DATE.This section is effective January 1, 2018.

94.6    Sec. 30. REPEALER.
94.7Minnesota Statutes 2012, section 302A.687, is repealed.

94.8    Sec. 31. EFFECTIVE DATE.
94.9Except as otherwise provided, this article is effective August 1, 2015.