Skip to main content Skip to office menu Skip to footer
Capital IconMinnesota Legislature

Office of the Revisor of Statutes

322B.303 PERSONAL LIABILITY OF MEMBERS AS MEMBERS.

Subdivision 1.Limited liability rule.

Subject to subdivision 2, a member, governor, manager, or other agent of a limited liability company is not, merely on account of this status, personally liable for the acts, debts, liabilities, or obligations of the limited liability company.

Subd. 2.Piercing the veil.

The case law that states the conditions and circumstances under which the corporate veil of a corporation may be pierced under Minnesota law also applies to limited liability companies.

Subd. 3.Limited liability after dissolution.

The limited liability described in subdivisions 1 and 2 continues in full force regardless of any dissolution, winding up, and termination of a limited liability company.

NOTE: This chapter is repealed by Laws 2014, chapter 157, article 1, section 91, effective January 1, 2018.

Official Publication of the State of Minnesota
Revisor of Statutes