Section | Headnote |
---|---|
322B.01 | Citation. |
322B.02 | Laws not to apply. |
322B.03 | Definitions. |
322B.10 | Purposes. |
322B.105 | Organizers. |
322B.11 | Member requirement. |
322B.115 | Articles of organization. |
322B.12 | Limited liability company name. |
322B.125 | Reserved name. |
322B.13 | Registered office and agent. |
322B.135 | Change of registered office or agent. |
322B.14 | Amendment of articles of organization. |
322B.145 | Procedure for amendment before contribution. |
322B.15 | Procedure for amendment after contribution. |
322B.155 | Class or series voting on amendments. |
322B.16 | Articles of amendment. |
322B.165 | Effect of amendment. |
322B.17 | Filing of articles of organization. |
322B.175 | Effective date of articles of organization. |
322B.18 | Presumption and certificate of organization. |
322B.20 | Powers. |
322B.21 | Limited liability company seal. |
322B.22 | Effect of lack of power and ultra vires. |
322B.23 | Transaction of business outside Minnesota. |
322B.30 | Nature of a membership interest and statement of interest owned. |
322B.303 | Personal liability of members as members. |
322B.306 | Termination of a membership interest. |
322B.31 | Assignment of financial rights. |
322B.313 | Assignment of governance rights. |
322B.316 | Effective date of assignments. |
322B.32 | Rights of judgment creditor. |
322B.323 | Powers of estate of a deceased or incompetent member. |
322B.326 | Sharing of profits and losses. |
322B.33 | Preemptive rights. |
322B.333 | Regular meetings of members. |
322B.336 | Special meetings of members. |
322B.34 | Notice. |
322B.343 | Electronic communications. |
322B.346 | Act of members. |
322B.35 | Action without a meeting. |
322B.353 | Quorum. |
322B.356 | Voting rights. |
322B.36 | Voting by organizations and legal representatives. |
322B.363 | Proxies. |
322B.366 | Member voting agreements. |
322B.37 | Member control agreements. |
322B.373 | Required records and information. |
322B.376 | Financial statements. |
322B.38 | Equitable remedies. |
322B.383 | Rights of dissenting members. |
322B.386 | Procedures for asserting dissenters' rights. |
322B.40 | Authorization, form and acceptance of contributions. |
322B.41 | Restatement of value of previous contributions. |
322B.42 | Contribution agreements. |
322B.43 | Contribution allowance agreements. |
322B.50 | Sharing of distributions. |
322B.51 | Interim distributions. |
322B.52 | Distribution in kind. |
322B.53 | Status as a creditor. |
322B.54 | Limitations on distribution. |
322B.55 | Liability of members for illegal distributions. |
322B.56 | Liability of governors for illegal distributions. |
322B.60 | Organization. |
322B.603 | Operating agreement. |
322B.606 | Board of governors. |
322B.61 | Number. |
322B.613 | Qualifications and election. |
322B.616 | Terms. |
322B.62 | Acts not void or voidable. |
322B.623 | Compensation. |
322B.626 | Classification of governors. |
322B.63 | Cumulative voting for governors. |
322B.633 | Resignation. |
322B.636 | Removal of governors. |
322B.64 | Vacancies. |
322B.643 | Board of governors meetings. |
322B.646 | Absent governors. |
322B.65 | Quorum. |
322B.653 | Act of the board of governors. |
322B.656 | Action without a meeting. |
322B.66 | Committees. |
322B.663 | Standard of conduct. |
322B.666 | Governor conflicts of interest. |
322B.67 | Managers required. |
322B.673 | Duties of required managers. |
322B.676 | Other managers. |
322B.679 | Multiple managerial positions. |
322B.68 | Managers considered elected. |
322B.683 | Contract rights. |
322B.686 | Resignation, removal and vacancy. |
322B.689 | Delegation. |
322B.69 | Standard of conduct. |
322B.693 | Loans, guarantees and suretyship. |
322B.696 | Advances. |
322B.699 | Indemnification. |
322B.70 | Merger, exchange, transfer. |
322B.71 | Plan of merger or exchange. |
322B.72 | Plan approval. |
322B.73 | Articles of merger or exchange and certificate. |
322B.74 | Abandonment. |
322B.75 | Effective date of merger or exchange and effect. |
322B.76 | Merger or exchange with foreign corporation. |
322B.77 | Transfer of assets and when permitted. |
322B.80 | Dissolution. |
322B.803 | Nonjudicial dissolution and termination by organizers. |
322B.806 | Nonjudicial dissolution by members. |
322B.81 | Filing notice of dissolution and effect. |
322B.813 | Procedure in winding up. |
322B.816 | Winding up procedure for limited liability companies that give notice to creditors and claimants. |
322B.82 | Winding up procedure for limited liability companies that do not give notice to creditors and claimants. |
322B.823 | Revocation of dissolution. |
322B.826 | Effective date of termination and certificate of termination. |
322B.83 | Supervised winding up and termination following a nonjudicial dissolution. |
322B.833 | Judicial intervention and equitable remedies, dissolution, and termination. |
322B.836 | Judicial intervention procedures. |
322B.84 | Qualifications of receivers and powers. |
322B.843 | Action by attorney general. |
322B.846 | Filing claims in judicial intervention proceedings. |
322B.85 | Discontinuance of proceedings for winding up through liquidation. |
322B.853 | Decree of termination. |
322B.856 | Filing decree. |
322B.86 | Deposit with state treasurer of amount due certain members. |
322B.863 | Claims barred and exceptions. |
322B.866 | Right to sue or defend after termination. |
322B.87 | Omitted assets. |
322B.873 | Disposition of assets upon dissolution. |
322B.876 | Service of process on limited liability company. |
322B.88 | When a member is not a proper party. |
322B.883 | State interested in proceedings. |
322B.90 | Governing law. |
322B.901 | [Repealed, 1995 c 128 art 3 s 27] |
322B.905 | Name. |
322B.91 | Application for certificate of authority. |
322B.915 | Issuance of certificate of authority. |
322B.92 | Amendments to the certificate of authority. |
322B.925 | Registered agent and certain reports. |
322B.93 | Certificate of withdrawal. |
322B.935 | Revocation of certificate of authority. |
322B.94 | Transaction of business without certificate of authority. |
322B.945 | Transactions not constituting transacting business. |
322B.95 | Action by attorney general. |
322B.955 | Service of process. |
322B.960 | Biennial registration. |
Official Publication of the State of Minnesota
Revisor of Statutes