2006 Minnesota Statutes

322B.82 WINDING UP PROCEDURE FOR LIMITED LIABILITY COMPANIES THAT
DO NOT GIVE NOTICE TO CREDITORS AND CLAIMANTS.
    Subdivision 1. Articles of termination and when filed. Articles of termination for a limited
liability company whose business is not to be wound up and terminated by merging the dissolved
limited liability company into a successor organization under section 322B.81, subdivision 3, and
that has not given notice to creditors and claimants in the manner provided in section 322B.816
must be filed with the secretary of state after:
(1) the payment of claims of all known creditors and claimants has been made or provided
for; or
(2) at least two years have elapsed from the date of filing the notice of dissolution.
    Subd. 2. Contents. The articles of termination must state:
(1) if articles of termination are being filed pursuant to subdivision 1, clause (1), that all
known debts, obligations, and liabilities of the limited liability company have been paid and
discharged or that adequate provision has been made for payment or discharge;
(2) that the remaining property, assets, and claims of the limited liability company have been
distributed in accordance with section 322B.873, or that adequate provision has been made for
that distribution; and
(3) that there are no pending legal, administrative, or arbitration proceedings by or against
the limited liability company, or that adequate provision has been made for the satisfaction of any
judgment, order, or decree that may be entered against it in a pending proceeding.
    Subd. 3. Claims against limited liability companies that do not give notice and are
not wound up and terminated through merger. (a) If the limited liability company has paid
or provided for all known creditors or claimants at the time articles of termination are filed, a
creditor or claimant who does not file a claim or pursue a remedy in a legal, administrative, or
arbitration proceeding within two years after the date of filing the notice of dissolution is barred
from suing on that claim or otherwise realizing upon or enforcing it.
(b) If the limited liability company has not paid or provided for all known creditors and
claimants at the time articles of termination are filed, a person who does not file a claim or pursue
a remedy in a legal, administrative, or arbitration proceeding within two years after the date of
filing the notice of dissolution is barred from suing on that claim or otherwise realizing upon or
enforcing it, except as provided in section 322B.863.
History: 1992 c 517 art 2 s 110