Subdivision 1. Generally and limitations.
A limited liability company has the powers set
forth in this section, subject to any limitations provided in any other statute of this state or in its
articles of organization. The articles may not limit the powers stated in subdivision 3. A member
control agreement may limit the powers stated in subdivisions 4 to 24.
Subd. 2. Duration.
(a) A limited liability company whose existence begins before August
1, 1999, has a limited duration of 30 years from the date the articles of organization are filed
with the secretary of state, unless the articles of organization state a shorter or longer period of
duration, which may be perpetual.
(b) A limited liability company whose existence begins on or after August 1, 1999, has
Subd. 3. Legal capacity.
A limited liability company may sue and be sued, and complain,
defend, and participate as a party or otherwise in any legal, administrative, or arbitration
proceeding, in its limited liability company name.
Subd. 4. Property ownership.
A limited liability company may purchase, lease, or otherwise
acquire, own, hold, improve, use, and otherwise deal in and with, real or personal property, or
any interest in property, wherever situated.
Subd. 5. Property disposition.
A limited liability company may sell, convey, mortgage,
create a security interest in, otherwise encumber, assign, lease, exchange, transfer, or otherwise
dispose of all or any part of its real or personal property, or any interest in this property, wherever
Subd. 6. Trading in securities and obligations.
A limited liability company may purchase,
subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, exchange, mortgage, lend,
create a security interest in, or otherwise dispose of and otherwise use and deal in and with,
securities or other interests in, or obligations of, a person or direct or indirect obligations of any
domestic or foreign government or instrumentality of a government.
Subd. 7. Contracts and mortgages.
A limited liability company may make contracts and
incur liabilities, borrow money, and secure any of its obligations by mortgage of or creation of a
security interest in or other encumbrance or assignment of all or any of its property, franchises,
Subd. 8. Investment.
A limited liability company may invest and reinvest its funds.
Subd. 9. Holding property as security.
A limited liability company may take and hold real
and personal property, whether or not of a kind sold or otherwise dealt in by the limited liability
company, as security for the payment of money loaned, advanced, or invested.
Subd. 10. Location.
A limited liability company may conduct its business, carry on its
operations, have offices, and exercise the powers granted by this chapter anywhere in the universe.
Subd. 11. Donations.
A limited liability company may make donations, irrespective of
limited liability company benefit, for: (1) the public welfare; (2) social, community, charitable,
religious, educational, scientific, civic, literary, and testing for public safety purposes; and for
similar or related purposes; (3) for the purpose of fostering national or international amateur
sports competition; and (4) the prevention of cruelty to children and animals.
Subd. 12. Pensions and benefits.
A limited liability company may pay pensions, retirement
allowances, and compensation for past services to and for the benefit of, and establish, maintain,
continue, and carry out, wholly or partially at the expense of the limited liability company,
employee or incentive benefit plans, trusts, and provisions to or for the benefit of, any or all of its
and its related organizations' officers, managers, directors, governors, employees, and agents and,
in the case of a related organization that is a limited liability company, members who provide
services to the limited liability company, and the families, dependents, and beneficiaries of any of
them. It may indemnify and purchase and maintain insurance for and on behalf of a fiduciary of
any of these employee benefit and incentive plans, trusts, and provisions.
Subd. 13. Participating in management.
A limited liability company may participate in
any capacity in the promotion, organization, ownership, management, and operation of any
organization or in any transaction, undertaking, or arrangement that the participating limited
liability company would have power to conduct by itself, whether or not the participation involves
sharing or delegation of control with or to others.
Subd. 14. Insurance.
A limited liability company may provide for its benefit life insurance
and other insurance with respect to the services of any or all of its members, managers, governors,
employees, and agents, or on the life of a member for the purpose of acquiring at the death of the
member any or all membership interests in the limited liability company owned by the member.
Subd. 15. Limited liability company seal.
A limited liability company may have, alter at its
pleasure, and use a limited liability company seal as provided in section
Subd. 16. Bylaws.
A limited liability company may adopt, amend, and repeal bylaws
relating to the management of the business or the regulation of the affairs of the limited liability
company as provided in section
Subd. 17. Committees.
A limited liability company may establish committees of the board
of governors, elect or appoint persons to the committees, and define their duties as provided in
and fix their compensation.
Subd. 18. Managers, employees, and agents.
A limited liability company may elect or
appoint managers, employees and agents of the limited liability company, and define their duties
as provided in sections
, and fix their compensation.
Subd. 19. Contributions.
A limited liability company may accept contributions under
and may enter into contribution agreements under section
contribution allowance agreements under section
Subd. 20. Loans, guaranties, and sureties.
A limited liability company may lend money
to, guarantee an obligation of, become a surety for, or otherwise financially assist persons as
provided in section
Subd. 21. Advances.
A limited liability company may make advances to members who
provide services to the limited liability company, its governors, managers, and employees and
those of its subsidiaries as provided in section
Subd. 22. Indemnification.
A limited liability company shall indemnify those persons
identified in section
against certain expenses and liabilities only as provided in section
and may indemnify other persons.
Subd. 23. Assumed names.
A limited liability company may conduct all or part of its
business under one or more assumed names as provided in sections
Subd. 24. Other powers.
A limited liability company may have and exercise all other
powers necessary or convenient to effect any or all of the business purposes for which the limited
liability company is organized.
History: 1992 c 517 art 2 s 21; 1993 c 137 s 25-29; 1996 c 361 s 14; 1997 c 10 art 2 s 3;
1999 c 85 art 2 s 9,10,96