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2013 Minnesota Statutes

Chapter 322B. Limited Liability Companies

Chapter Sections
Section Headnote
322B.01Citation
322B.02Laws Not to Apply
322B.03Definitions

LEGAL RECOGNITION OF ELECTRONIC
RECORDS AND SIGNATURES
322B.04Legal Recognition of Electronic Records and Signatures

FORMATION AND ARTICLES
322B.10Purposes
322B.105Organizers
322B.11Member Requirement
322B.115Articles of Organization
322B.12Limited Liability Company Name
322B.125Reserved Name
322B.13Registered Office and Agent
322B.135Change of Registered Office or Agent
322B.14Amendment of Articles of Organization
322B.145Procedure for Amendment before Contribution
322B.15Procedure for Amendment after Contribution
322B.155Class or Series Voting on Amendments
322B.16Articles of Amendment
322B.165Effect of Amendment
322B.17Filing of Articles of Organization
322B.175Effective Date of Articles of Organization
322B.18Presumption and Certificate of Organization

POWERS
322B.20Powers
322B.21Limited Liability Company Seal
322B.22Effect of Lack of Power and Ultra Vires
322B.23Transaction of Business Outside Minnesota

MEMBERS INTERESTS
322B.30Nature of a Membership Interest and Statement of Interest Owned
322B.303Personal Liability of Members As Members
322B.306Termination of a Membership Interest
322B.31Assignment of Financial Rights
322B.313Assignment of Governance Rights
322B.316Effective Date of Assignments
322B.32Rights of Judgment Creditor
322B.323Powers of Estate of a Deceased or Incompetent Member
322B.326Sharing of Profits and Losses
322B.33Preemptive Rights
322B.333Regular Meetings of Members
322B.336Special Meetings of Members
322B.34Notice
322B.343Remote Communications for Member Meetings
322B.346Act of Members
322B.348Contractual Requirement to Submit Matter to Members
322B.35Action Without a Meeting
322B.353Quorum
322B.356Voting Rights
322B.36Voting by Organizations and Legal Representatives
322B.363Proxies
322B.366Member Voting Agreements
322B.37Member Control Agreements
322B.373Required Records and Information
322B.376Financial Statements
322B.38Equitable Remedies
322B.383Rights of Dissenting Members
322B.386Procedures for Asserting Dissenters' Rights

CONTRIBUTIONS
322B.40Authorization, Form and Acceptance of Contributions
322B.41Restatement of Value of Previous Contributions
322B.42Contribution Agreements
322B.43Contribution Allowance Agreements

DISTRIBUTIONS
322B.50Sharing of Distributions
322B.51Interim Distributions
322B.52Distribution in Kind
322B.53Status As a Creditor
322B.54Limitations on Distribution
322B.55Liability of Members for Illegal Distributions
322B.56Liability of Governors for Illegal Distributions

ORGANIZATION AND GOVERNANCE
322B.60Organization
322B.603Bylaws

BOARD OF GOVERNORS
322B.606Board of Governors
322B.61Number
322B.613Qualifications and Election
322B.616Terms
322B.62Acts Not Void or Voidable
322B.623Compensation
322B.626Classification of Governors
322B.63Voting for Governors; Cumulative Voting
322B.633Resignation
322B.636Removal of Governors
322B.64Vacancies
322B.643Board of Governors Meetings
322B.646Absent Governors
322B.65Quorum
322B.653Act of the Board of Governors
322B.656Action Without a Meeting
322B.66Committees
322B.663Standard of Conduct
322B.666Governor Conflicts of Interest

MANAGERS
322B.67Managers Required
322B.673Duties of Required Managers
322B.676Other Managers
322B.679Multiple Managerial Positions
322B.68Managers Considered Elected
322B.683Contract Rights
322B.686Resignation, Removal and Vacancy
322B.689Delegation
322B.69Standard of Conduct

LOANS AND OBLIGATIONS
322B.693Loans, Guarantees and Suretyship
322B.696Advances
322B.699Indemnification

MERGER, EXCHANGE, TRANSFER
322B.70Merger, Exchange, Transfer
322B.71Plan of Merger or Exchange
322B.72Plan Approval by Limited Liability Company
322B.73Articles of Merger or Exchange and Certificate
322B.74Abandonment by Limited Liability Company
322B.75Effective Date of Merger or Exchange and Effect
322B.755Merger of Domestic Cooperative into a Domestic Limited Liability Company
322B.76Merger or Exchange with Foreign Corporation or a Foreign Limited Liability Company
322B.77Transfer of Assets and When Permitted
322B.78Conversion

DISSOLUTION
322B.80Dissolution
322B.803Nonjudicial Dissolution and Termination Prior to Accepting Contributions
322B.806Nonjudicial Dissolution after Accepting Contributions
322B.81Filing Notice of Dissolution and Effect
322B.813Procedure in Winding Up
322B.816Winding Up Procedure for Limited Liability Companies That Give Notice to Creditors and Claimants
322B.82Winding Up Procedure for Limited Liability Companies That Do Not Give Notice to Creditors and Claimants
322B.823Revocation of Dissolution
322B.826Effective Date of Termination and Certificate of Termination
322B.83Supervised Winding Up and Termination Following a Nonjudicial Dissolution
322B.833Judicial Intervention and Equitable Remedies, Dissolution, and Termination
322B.836Judicial Intervention Procedures
322B.84Qualifications of Receivers and Powers
322B.843Action by Attorney General
322B.846Filing Claims in Judicial Intervention Proceedings
322B.85Discontinuance of Proceedings for Winding Up Through Liquidation
322B.853Decree of Termination
322B.856Filing Decree
322B.86Deposit with Commissioner of Management and Budget of Amount Due Certain Members
322B.863Claims Barred and Exceptions
322B.866Right to Sue or Defend after Termination
322B.87Omitted Assets
322B.873Disposition of Assets Upon Dissolution

ACTIONS AGAINST COMPANIES
322B.876Service of Process on Limited Liability Company
322B.88When a Member is Not a Proper Party
322B.883State Interested in Proceedings

FOREIGN COMPANIES
322B.90Governing Law
322B.901Repealed, 1995 c 128 art 3 s 27
322B.905Name
322B.91Application for Certificate of Authority
322B.915Issuance of Certificate of Authority
322B.92Amendments to the Certificate of Authority
322B.925Registered Agent and Certain Reports
322B.93Certificate of Withdrawal
322B.935Revocation of Certificate of Authority
322B.94Transaction of Business Without Certificate of Authority
322B.945Transactions Not Constituting Transacting Business
322B.95Action by Attorney General
322B.955Service of Process
322B.960Annual Renewal
322B.975Nonprofit Limited Liability Companies

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