2005 Minnesota Statutes

CHAPTER 322B. Limited liability companies

Table of Sections

Section	Headnote
322B.01	Citation.
322B.02	Laws not to apply.
322B.03	Definitions.
LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES
322B.04	Legal recognition of electronic records and signatures.
FORMATION AND ARTICLES
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.
POWERS
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.
MEMBERS INTERESTS
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	Remote communications for member meetings.
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.
CONTRIBUTIONS
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.
DISTRIBUTIONS
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.
ORGANIZATION AND GOVERNANCE
322B.60	Organization.
322B.603	Bylaws.
BOARD OF GOVERNORS
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	Voting for governors; cumulative voting.
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.
MANAGERS
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.
LOANS AND OBLIGATIONS
322B.693	Loans, guarantees and suretyship.
322B.696	Advances.
322B.699	Indemnification.
MERGER, EXCHANGE, TRANSFER
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.755	Merger of domestic cooperative into a domestic limited liability company.
322B.76	Merger or exchange with foreign corporation.
322B.77	Transfer of assets and when permitted.
322B.78	Conversion.
DISSOLUTION
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 commissioner of finance 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.
ACTIONS AGAINST COMPANIES
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.
FOREIGN COMPANIES
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	Annual registration.