2006 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 an organization all the ownership interests of which
are owned by the limited liability company.
    Subd. 2. Member approval and when required. (a) 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.
(b) Member approval is not required under paragraph (a) if, following the sale, lease,
transfer, or other disposition of its property and assets, the limited liability company retains a
significant continuing business activity. If a limited liability company retains a business activity
that represented at least (i) 25 percent of the limited liability company's total assets at the end
of the most recently completed fiscal year and (ii) 25 percent of either income from continuing
operations before taxes or revenues from continuing operations for that fiscal year, measured on a
consolidated basis with its subsidiaries for each of clauses (i) and (ii), then the limited liability
company will conclusively be deemed to have retained a significant continuing business activity.
    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. A
disposition of all or substantially all of a limited liability company's properties and assets under
this section is not considered to be a merger or a de facto merger pursuant to this chapter or
otherwise. The transferee is not liable solely because it is deemed to be a continuation of the
transferor.
History: 1992 c 517 art 2 s 103; 1993 c 137 s 44,45; 1996 c 361 s 45; 2004 c 199 art
14 s 49; 2006 c 250 art 2 s 30,31