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2014 Minnesota Statutes

This chapter has been affected by law enacted during the 2015 legislative session. More info...

CHAPTER 322B. LIMITED LIABILITY COMPANIES

NOTE: This chapter is repealed by Laws 2014, chapter 157, article 1, section 91, effective January 1, 2018.

Table of Sections
Section Headnote
322B.01 CITATION.
322B.02 LAWS NOT TO APPLY.
322B.03 DEFINITIONS.
LEGAL RECOGNITION OF ELECTRONIC
RECORDS AND SIGNATURES
322B.04 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
FORMATION AND ARTICLES
322B.10 PURPOSES.
322B.105 ORGANIZERS.
322B.11 MEMBER REQUIREMENT.
322B.115 ARTICLES OF ORGANIZATION.
322B.12 LIMITED LIABILITY COMPANY NAME.
322B.125 RESERVED NAME.
322B.13 REGISTERED OFFICE AND AGENT.
322B.135 CHANGE OF REGISTERED OFFICE OR AGENT.
322B.14 AMENDMENT OF ARTICLES OF ORGANIZATION.
322B.145 PROCEDURE FOR AMENDMENT BEFORE CONTRIBUTION.
322B.15 PROCEDURE FOR AMENDMENT AFTER CONTRIBUTION.
322B.155 CLASS OR SERIES VOTING ON AMENDMENTS.
322B.16 ARTICLES OF AMENDMENT.
322B.165 EFFECT OF AMENDMENT.
322B.17 FILING OF ARTICLES OF ORGANIZATION.
322B.175 EFFECTIVE DATE OF ARTICLES OF ORGANIZATION.
322B.18 PRESUMPTION AND CERTIFICATE OF ORGANIZATION.
POWERS
322B.20 POWERS.
322B.21 LIMITED LIABILITY COMPANY SEAL.
322B.22 EFFECT OF LACK OF POWER AND ULTRA VIRES.
322B.23 TRANSACTION OF BUSINESS OUTSIDE MINNESOTA.
MEMBERS INTERESTS
322B.30 NATURE OF A MEMBERSHIP INTEREST AND STATEMENT OF INTEREST OWNED.
322B.303 PERSONAL LIABILITY OF MEMBERS AS MEMBERS.
322B.306 TERMINATION OF A MEMBERSHIP INTEREST.
322B.31 ASSIGNMENT OF FINANCIAL RIGHTS.
322B.313 ASSIGNMENT OF GOVERNANCE RIGHTS.
322B.316 EFFECTIVE DATE OF ASSIGNMENTS.
322B.32 RIGHTS OF JUDGMENT CREDITOR.
322B.323 POWERS OF ESTATE OF A DECEASED OR INCOMPETENT MEMBER.
322B.326 SHARING OF PROFITS AND LOSSES.
322B.33 PREEMPTIVE RIGHTS.
322B.333 REGULAR MEETINGS OF MEMBERS.
322B.336 SPECIAL MEETINGS OF MEMBERS.
322B.34 NOTICE.
322B.343 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.
322B.346 ACT OF MEMBERS.
322B.348 CONTRACTUAL REQUIREMENT TO SUBMIT MATTER TO MEMBERS.
322B.35 ACTION WITHOUT A MEETING.
322B.353 QUORUM.
322B.356 VOTING RIGHTS.
322B.36 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
322B.363 PROXIES.
322B.366 MEMBER VOTING AGREEMENTS.
322B.37 MEMBER CONTROL AGREEMENTS.
322B.373 REQUIRED RECORDS AND INFORMATION.
322B.376 FINANCIAL STATEMENTS.
322B.38 EQUITABLE REMEDIES.
322B.383 RIGHTS OF DISSENTING MEMBERS.
322B.386 PROCEDURES FOR ASSERTING DISSENTERS' RIGHTS.
CONTRIBUTIONS
322B.40 AUTHORIZATION, FORM AND ACCEPTANCE OF CONTRIBUTIONS.
322B.41 RESTATEMENT OF VALUE OF PREVIOUS CONTRIBUTIONS.
322B.42 CONTRIBUTION AGREEMENTS.
322B.43 CONTRIBUTION ALLOWANCE AGREEMENTS.
DISTRIBUTIONS
322B.50 SHARING OF DISTRIBUTIONS.
322B.51 INTERIM DISTRIBUTIONS.
322B.52 DISTRIBUTION IN KIND.
322B.53 STATUS AS A CREDITOR.
322B.54 LIMITATIONS ON DISTRIBUTION.
322B.55 LIABILITY OF MEMBERS FOR ILLEGAL DISTRIBUTIONS.
322B.56 LIABILITY OF GOVERNORS FOR ILLEGAL DISTRIBUTIONS.
ORGANIZATION AND GOVERNANCE
322B.60 ORGANIZATION.
322B.603 BYLAWS.
BOARD OF GOVERNORS
322B.606 BOARD OF GOVERNORS.
322B.61 NUMBER.
322B.613 QUALIFICATIONS AND ELECTION.
322B.616 TERMS.
322B.62 ACTS NOT VOID OR VOIDABLE.
322B.623 COMPENSATION.
322B.626 CLASSIFICATION OF GOVERNORS.
322B.63 VOTING FOR GOVERNORS; CUMULATIVE VOTING.
322B.633 RESIGNATION.
322B.636 REMOVAL OF GOVERNORS.
322B.64 VACANCIES.
322B.643 BOARD OF GOVERNORS MEETINGS.
322B.646 ABSENT GOVERNORS.
322B.65 QUORUM.
322B.653 ACT OF THE BOARD OF GOVERNORS.
322B.656 ACTION WITHOUT A MEETING.
322B.66 COMMITTEES.
322B.663 STANDARD OF CONDUCT.
322B.666 GOVERNOR CONFLICTS OF INTEREST.
MANAGERS
322B.67 MANAGERS REQUIRED.
322B.673 DUTIES OF REQUIRED MANAGERS.
322B.676 OTHER MANAGERS.
322B.679 MULTIPLE MANAGERIAL POSITIONS.
322B.68 MANAGERS CONSIDERED ELECTED.
322B.683 CONTRACT RIGHTS.
322B.686 RESIGNATION, REMOVAL AND VACANCY.
322B.689 DELEGATION.
322B.69 STANDARD OF CONDUCT.
LOANS AND OBLIGATIONS
322B.693 LOANS, GUARANTEES AND SURETYSHIP.
322B.696 ADVANCES.
322B.699 INDEMNIFICATION.
MERGER, EXCHANGE, TRANSFER
322B.70 MERGER, EXCHANGE, TRANSFER.
322B.71 PLAN OF MERGER OR EXCHANGE.
322B.72 PLAN APPROVAL BY LIMITED LIABILITY COMPANY.
322B.73 ARTICLES OF MERGER OR EXCHANGE AND CERTIFICATE.
322B.74 ABANDONMENT BY LIMITED LIABILITY COMPANY.
322B.75 EFFECTIVE DATE OF MERGER OR EXCHANGE AND EFFECT.
322B.755 MERGER OF DOMESTIC COOPERATIVE INTO A DOMESTIC LIMITED LIABILITY COMPANY.
322B.76 MERGER OR EXCHANGE WITH FOREIGN CORPORATION OR A FOREIGN LIMITED LIABILITY COMPANY.
322B.77 TRANSFER OF ASSETS AND WHEN PERMITTED.
322B.78 CONVERSION.
DISSOLUTION
322B.80 DISSOLUTION.
322B.803 NONJUDICIAL DISSOLUTION AND TERMINATION PRIOR TO ACCEPTING CONTRIBUTIONS.
322B.806 NONJUDICIAL DISSOLUTION AFTER ACCEPTING CONTRIBUTIONS.
322B.81 FILING NOTICE OF DISSOLUTION AND EFFECT.
322B.813 PROCEDURE IN WINDING UP.
322B.816 WINDING UP PROCEDURE FOR LIMITED LIABILITY COMPANIES THAT GIVE NOTICE TO CREDITORS AND CLAIMANTS.
322B.82 WINDING UP PROCEDURE FOR LIMITED LIABILITY COMPANIES THAT DO NOT GIVE NOTICE TO CREDITORS AND CLAIMANTS.
322B.823 REVOCATION OF DISSOLUTION.
322B.826 EFFECTIVE DATE OF TERMINATION AND CERTIFICATE OF TERMINATION.
322B.83 SUPERVISED WINDING UP AND TERMINATION FOLLOWING A NONJUDICIAL DISSOLUTION.
322B.833 JUDICIAL INTERVENTION AND EQUITABLE REMEDIES, DISSOLUTION, AND TERMINATION.
322B.836 JUDICIAL INTERVENTION PROCEDURES.
322B.84 QUALIFICATIONS OF RECEIVERS AND POWERS.
322B.843 ACTION BY ATTORNEY GENERAL.
322B.846 FILING CLAIMS IN JUDICIAL INTERVENTION PROCEEDINGS.
322B.85 DISCONTINUANCE OF PROCEEDINGS FOR WINDING UP THROUGH LIQUIDATION.
322B.853 DECREE OF TERMINATION.
322B.856 FILING DECREE.
322B.86 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN MEMBERS.
322B.863 CLAIMS BARRED AND EXCEPTIONS.
322B.866 RIGHT TO SUE OR DEFEND AFTER TERMINATION.
322B.87 OMITTED ASSETS.
322B.873 DISPOSITION OF ASSETS UPON DISSOLUTION.
ACTIONS AGAINST COMPANIES
322B.876 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.
322B.88 WHEN A MEMBER IS NOT A PROPER PARTY.
322B.883 STATE INTERESTED IN PROCEEDINGS.
FOREIGN COMPANIES
322B.90 GOVERNING LAW.
322B.901 [Repealed, 1995 c 128 art 3 s 27]
322B.905 NAME.
322B.91 APPLICATION FOR CERTIFICATE OF AUTHORITY.
322B.915 ISSUANCE OF CERTIFICATE OF AUTHORITY.
322B.92 AMENDMENTS TO THE CERTIFICATE OF AUTHORITY.
322B.925 REGISTERED AGENT AND CERTAIN REPORTS.
322B.93 CERTIFICATE OF WITHDRAWAL.
322B.935 REVOCATION OF CERTIFICATE OF AUTHORITY.
322B.94 TRANSACTION OF BUSINESS WITHOUT CERTIFICATE OF AUTHORITY.
322B.945 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.
322B.95 ACTION BY ATTORNEY GENERAL.
322B.955 SERVICE OF PROCESS.
322B.960 ANNUAL RENEWAL.
322B.975 NONPROFIT LIMITED LIABILITY COMPANIES.

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