1999 Minnesota Statutes

     322B.77 Transfer of assets and when permitted. 

    Subdivision 1.    Member approval and when not required. 
  A limited liability company may, by affirmative vote of a 
 majority of the governors present, upon those terms and 
 conditions and for those considerations, which may be money, 
 securities, or other instruments for the payment of money or 
 other property, as the board of governors considers expedient, 
 and without member approval: 

    (1) sell, lease, transfer, or otherwise dispose of all or 
 substantially all of its property and assets in the usual and 
 regular course of its business; 

    (2) grant a security interest in all or substantially all 
 of its property and assets whether or not in the usual and 
 regular course of its business; or 

    (3) transfer any or all of its property to a corporation 
 all the shares of which are owned by the limited liability 
 company.  

    Subd. 2.    Member approval and when required.  A 
 limited liability company, by affirmative vote of a majority of 
 the governors present, may sell, lease, transfer, or otherwise 
 dispose of all or substantially all of its property and assets, 
 including its good will, not in the usual and regular course of 
 its business, upon those terms and conditions and for those 
 considerations, which may be money, securities, or other 
 instruments for the payment of money or other property, as the 
 board of governors considers expedient, when approved at a 
 regular or special meeting of the members by the affirmative 
 vote of the owners of a majority of the voting power of the 
 interests entitled to vote.  Written notice of the meeting must 
 be given to all members whether or not they are entitled to vote 
 at the meeting.  The written notice must state that a purpose of 
 the meeting is to consider the sale, lease, transfer, or other 
 disposition of all or substantially all of the property and 
 assets of the limited liability company.  

    Subd. 3.    Signing of documents.  Confirmatory deeds, 
 assignments, or similar instruments to evidence a sale, lease, 
 transfer, or other disposition may be signed and delivered at 
 any time in the name of the transferor by its current managers 
 or authorized agents or, if the limited liability company no 
 longer exists, by its last managers. 

    Subd. 4.    Transferee liability.  The transferee is 
 liable for the debts, obligations, and liabilities of the 
 transferor only to the extent provided in the contract or 
 agreement between the transferee and the transferor or to the 
 extent provided by this chapter or other statutes of this state. 

    HIST: 1992 c 517 art 2 s 103; 1993 c 137 s 44,45; 1996 c 361 s 
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