2007 Minnesota Statutes

322B.823 REVOCATION OF DISSOLUTION.
    Subdivision 1. Generally. Except as provided in subdivisions 4 and 5, winding up
proceedings commenced pursuant to section 322B.806 may be revoked before the filing of
articles of termination.
    Subd. 2. Notice to members and approval. Written notice must be given to every member
entitled to vote at a members' meeting within the time and in the manner provided in section
322B.34 for notice of meetings of members and must state that a purpose of the meeting is to
consider the advisability of revoking the dissolution. The proposed revocation must be submitted
to the members at the meeting. If the proposed revocation is approved at a meeting by the
affirmative vote of the owners of a majority of the voting power of all membership interests
entitled to vote, the dissolution is revoked.
    Subd. 3. Effective date and effect. Revocation of dissolution is effective when a notice of
revocation is filed with the secretary of state. After the notice is filed the limited liability company
may cease to wind up and resume business.
    Subd. 4. Restrictions on revocation. If a dissolved limited liability company is being
wound up and terminated by being merged into a successor organization under section 322B.81,
subdivision 3 , and the plan of merger has been approved under section 322B.72, then the
dissolution may be revoked under this section only after the plan of merger has been properly
abandoned under section 322B.74.
    Subd. 5. Revocation prohibited. When dissolution occurs under section 322B.80,
subdivision 1 , clause (1), (2), or (5), revocation is prohibited.
History: 1992 c 517 art 2 s 111