2007 Minnesota Statutes

322B.41 RESTATEMENT OF VALUE OF PREVIOUS CONTRIBUTIONS.
    Subdivision 1. Definition. As used in this section, an "old" contribution is a contribution
reflected in the required records of a limited liability company before the time the limited liability
company accepts a new contribution.
    Subd. 2. Restatement required. Whenever a limited liability company accepts a new
contribution, the board shall restate, as required by this section, the value of all old contributions.
    Subd. 3. Restatement as to the particular series or class to which the new contribution
pertains. Unless otherwise provided in the articles of organization or a member control
agreement, this subdivision states the method of restating the value of old contributions that
pertain to the same series or class to which the new contribution pertains:
(1) state the value the limited liability company has accorded to the new contribution under
section 322B.40, subdivision 3, clause (1);
(2) determine what percentage the value stated under clause (1) will constitute, after the
restatement required by this subdivision, of the total value of all contributions that pertain to the
particular series or class to which the new contribution pertains;
(3) divide the value stated under clause (1) by the percentage determined under clause (2),
yielding the total value, after the restatement required by this subdivision, of all contributions
pertaining to the particular series or class;
(4) subtract the value stated under clause (1) from the value determined under clause
(3), yielding the total value, after the restatement required by this subdivision, of all the old
contributions pertaining to the particular series or class;
(5) subtract the value, as reflected in the required records before the restatement required by
this subdivision, of the old contributions from the value determined under clause (4), yielding
the value to be allocated among and added to the old contributions pertaining to the particular
series or class; and
(6) allocate the value determined under clause (5) proportionally among the old contributions
pertaining to the particular series or class, add the allocated values to those old contributions,
and change the required records accordingly.
The values determined under clause (5) and allocated and added under clause (6) may be
positive, negative, or zero.
    Subd. 4. Restatement method for other series or classes. Unless otherwise provided in
the articles of organization or a member control agreement, this subdivision states the method of
restating the value of old contributions that do not pertain to the same series or class to which the
new contribution pertains;
(1) determine the percentage by which the restatement under subdivision 3 has changed the
total contribution value reflected in the required records for the series or class to which the new
contribution pertains; and
(2) as to each old contribution that does not pertain to the same series or class to which the
new contribution pertains, change the value reflected in the required records by the percentage
determined under clause (1). The percentage determined under clause (1) may be positive,
negative, or zero.
    Subd. 5. New contributions may be aggregated. If a limited liability company accepts
more than one contribution pertaining to the same series or class at the same time, then for the
purpose of the restatement required by this section the limited liability company may consider all
those new contributions as if they were a single contribution.
History: 1992 c 517 art 2 s 53; 1999 c 85 art 2 s 47,48