1997 Minnesota Statutes

     322B.80 Dissolution. 

    Subdivision 1.    Dissolution events.  A limited 
 liability company dissolves upon the occurrence of any of the 
 following events:  

    (1) when the period fixed in the articles of organization 
 for the duration of the limited liability company expires; 

    (2) by order of a court pursuant to sections 322B.833 and 
 322B.843; 

    (3) by action of the organizers pursuant to section 
 322B.803; 

    (4) by action of the members pursuant to section 322B.806; 

    (5) except as otherwise provided in the articles of 
 organization or a member control agreement, upon the occurrence 
 of an event that terminates the continued membership of a member 
 in the limited liability company, including: 

    (i) death of any member; 

    (ii) retirement of any member; 

    (iii) resignation of any member; 

    (iv) redemption of a member's complete membership interest; 

    (v) assignment of a member's governance rights under 
 section 322B.313 which leaves the assignor with no governance 
 rights; 

    (vi) a buy-out of a member's membership interest under 
 section 322B.833 that leaves that member with no governance 
 rights; 

    (vii) expulsion of any member; 

    (viii) bankruptcy of any member; 

    (ix) dissolution of any member; 

    (x) a merger in which the limited liability company is not 
 the surviving organization; 

    (xi) an exchange in which the limited liability company is 
 not the acquiring organization; or 

    (xii) the occurrence of any other event that terminates the 
 continued membership of a member in the limited liability 
 company, 

 but the limited liability company is not dissolved and is not 
 required to be wound up by reason of any event that terminates 
 the continued membership of a member if (A) there is at least 
 one remaining member and the existence and business of the 
 limited liability company is continued by the consent of all the 
 remaining members obtained no later than 90 days after the 
 termination of the continued membership, or (B) if the 
 membership of the last or sole member terminates and the legal 
 representative of that last or sole member causes the limited 
 liability company to admit at least one member; or 

    (6) when terminated by the secretary of state according to 
 section 322B.960. 

    Subd. 2.    Procedures following dissolution.  A limited 
 liability company dissolved by one of the dissolution events 
 specified in subdivision 1 must be wound up and terminated under 
 the following dissolution provisions:  

    (1) when a limited liability company is dissolved under 
 subdivision 1, clause (1), by reason of the expiration of its 
 limited period of duration, the limited liability company must 
 be wound up and terminated under sections 322B.81 to 322B.82, 
 322B.826, 322B.83, and 322B.873; 

    (2) When a limited liability company is dissolved under 
 subdivision 1, clause (2), by reason of a court order, the 
 limited liability company must be wound up and terminated under 
 sections 322B.83 to 322B.856; 

    (3) when a limited liability company is dissolved under 
 subdivision 1, clause (3), by its organizers, the limited 
 liability company must be wound up and terminated under sections 
 322B.803 and 322B.81 to 322B.83; 

    (4) when a limited liability company is dissolved under 
 subdivision 1, clause (4), by its members, the limited liability 
 company must be wound up and terminated under sections 322B.806 
 to 322B.83 and 322B.873; and 

    (5) when a limited liability company is dissolved under 
 subdivision 1, clause (5), by reason of a termination of the 
 continued membership of a member, the limited liability company 
 must be wound up and terminated under sections 322B.81 to 
 322B.82, 322B.826, 322B.83, and 322B.873.  

    Subd. 3.    Security interests.  Notwithstanding any 
 provision of law, articles of organization, member control 
 agreement, operating agreement, other agreement, resolution, or 
 action to the contrary, a limited liability company is not 
 dissolved and is not required to be wound up upon the granting 
 of a security interest in a member's membership interest, 
 governance rights, or financial rights, or upon the foreclosure 
 or other enforcement of a security interest in a member's 
 financial rights, or upon the secured party's assignment, 
 acceptance, or retention of a member's financial rights in 
 accordance with chapter 336. 

    HIST: 1992 c 517 art 2 s 104; 1993 c 137 s 46,47; 1995 c 128 
 art 3 s 8; 1997 c 10 art 2 s 8