1998 Minnesota Statutes

     322B.383 Rights of dissenting members. 

    Subdivision 1.    Actions creating dissenters' rights.  
 Subject to a member control agreement under section 322B.37, a 
 member of a limited liability company may dissent from, and 
 obtain payment for the fair value of the member's membership 
 interests in the event of, any of the following limited 
 liability company actions:  

    (1) an amendment of the articles of organization that 
 materially and adversely affects the rights or preferences of 
 the membership interests of the dissenting member in that it:  

    (i) alters or abolishes a preferential right of the 
 membership interests; 

    (ii) creates, alters, or abolishes a right in respect of 
 the redemption of the membership interests, including a 
 provision respecting a sinking fund for the redemption or 
 repurchase of the membership interests; 

    (iii) alters or abolishes a preemptive right of the owner 
 of the membership interests to make a contribution; 

    (iv) excludes or limits the right of a member to vote on a 
 matter, or to cumulate votes, except as the right may be 
 excluded or limited through the acceptance of contributions or 
 the making of contribution agreements pertaining to membership 
 interests with similar or different voting rights; 

    (v) changes a member's right to resign or retire; 

    (vi) establishes or changes the conditions for or 
 consequences of expulsion; 

    (vii) changes a statement that was required under section 
 322B.115, subdivision 1, regarding the power of remaining 
 members to avoid dissolution by giving dissolution avoidance 
 consent, if the statement was required under the law when the 
 articles of organization were executed; 

    (viii) changes a statement that was required under section 
 322B.115, subdivision 1, regarding the power of members to enter 
 into a business continuation agreement, if the statement was 
 required under the law when the articles of organization were 
 executed; or 

    (2) a sale, lease, transfer, or other disposition of all or 
 substantially all of the property and assets of the limited 
 liability company, but not including a transaction permitted 
 without member approval in section 322B.77, subdivision 1, or a 
 disposition in dissolution described in section 322B.813, 
 subdivision 4, or a disposition pursuant to an order of a court, 
 or a disposition for cash on terms requiring that all or 
 substantially all of the net proceeds of disposition be 
 distributed to the members in accordance with their respective 
 membership interests within one year after the date of 
 disposition; 

    (3) a plan of merger to which the limited liability company 
 is a party, except as provided in section 322B.873, subdivision 
 2, clause (1)(i) and subject to section 322B.873, subdivision 3; 

    (4) a plan of exchange to which the limited liability 
 company is a party as the organization whose ownership interests 
 will be acquired by the acquiring organization, if the 
 membership interests being acquired are entitled to be voted on 
 the plan; 

    (5) any other limited liability company action taken 
 pursuant to a member vote with respect to which the articles of 
 organization, the operating agreement, or a resolution approved 
 by the board of governors directs that dissenting members may 
 obtain payment for their membership interests; or 

    (6) a resolution of the board of governors under section 
 322B.873, subdivision 2, to implement a business continuation 
 agreement.  

    Subd. 2.    Other rights.  The members of a limited 
 liability company who have a right under this section to obtain 
 payment for their membership interests do not have a right at 
 law or in equity to have a limited liability company action 
 described in subdivision 1 set aside or rescinded, except when 
 the limited liability company action is fraudulent with regard 
 to the complaining member or the limited liability company. 

    Subd. 3.    Rights not to apply.  If a date is fixed 
 according to section 322B.356, subdivision 1, for the 
 determination of members entitled to receive notice of and to 
 vote on an action described in subdivision 1, only members as of 
 the date fixed may exercise dissenters' rights. 

    HIST: 1992 c 517 art 2 s 50; 1996 c 361 s 27; 1997 c 10 art 2 
 s 7; art 4 s 14