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Minnesota Legislature

Office of the Revisor of Statutes

322B.843 ACTION BY ATTORNEY GENERAL.

Subdivision 1.When permitted.

A limited liability company may be involuntarily dissolved, wound up and terminated by a decree of a court in this state in an action filed by the attorney general when it is established that:

(1) the articles of organization were procured through fraud;

(2) the limited liability company was organized for a purpose not permitted by section 322B.10;

(3) the limited liability company failed to comply with the requirements of sections 322B.10 to 322B.18 essential to organization under this chapter;

(4) the limited liability company has flagrantly violated a provision of this chapter, or has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or

(5) the limited liability company has acted, or failed to act, in a manner that constitutes surrender or abandonment of the limited liability company privileges or enterprise.

Subd. 2.Notice to limited liability company and correction.

An action must not be commenced under this section until 30 days after notice to the limited liability company by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the limited liability company has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles of organization, a member control agreement, or the bylaws or by performance of or abstention from the act, the attorney general shall give the limited liability company 30 additional days in which to effect the correction before filing the action.