1999 Minnesota Statutes

     322B.803 Nonjudicial dissolution and termination by 
  organizers. 

    Subdivision 1.    Manner.  A limited liability company 
 that has not accepted contributions may be dissolved and 
 terminated by the organizers or governors in the manner set 
 forth in this section.  

    Subd. 2.    Articles of dissolution and termination.  
 (a) A majority of the organizers or governors shall sign 
 articles of dissolution and termination containing:  

    (1) the name of the limited liability company; 

    (2) the date of organization; 

    (3) a statement that contributions have not been accepted; 

    (4) a statement that no debts remain unpaid.  

    (b) The articles of dissolution and termination shall be 
 filed with the secretary of state. 

    Subd. 3.    Effective date.  When the articles of 
 dissolution and termination have been filed with the secretary 
 of state, the limited liability company is terminated. 

    Subd. 4.    Certificate of termination.  The secretary 
 of state shall issue to the terminated limited liability company 
 or its legal representative a certificate of termination that 
 contains:  

    (1) the name of the limited liability company; 

    (2) the date and time the articles of dissolution and 
 termination were filed with the secretary of state; and 

    (3) a statement that the limited liability company is 
 terminated.  

    HIST: 1992 c 517 art 2 s 105; 1996 c 361 s 46,47