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2018 Minnesota Statutes

CHAPTER 322C. MINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

Table of Sections
Section Headnote
GENERAL PROVISIONS
322C.0101 CITATION.
322C.0102 DEFINITIONS.
322C.0103 KNOWLEDGE; NOTICE.
322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY.
322C.0105 POWERS.
322C.0106 GOVERNING LAW.
322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW.
322C.0108 LIMITED LIABILITY COMPANY NAME.
322C.0109 RESERVED NAME.
322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.
322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT.
322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.
322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS.
322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS.
322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.
322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.
322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION.
322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE.
322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.
322C.0205 FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE.
322C.0206 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.
322C.0207 CERTIFICATE OF EXISTENCE OR AUTHORIZATION.
322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE.
RELATIONS OF MEMBERS, MANAGERS, AND GOVERNORS TO PERSONS DEALING WITH LIMITED LIABILITY COMPANY
322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER.
322C.0302 STATEMENT OF AUTHORITY.
322C.0303 STATEMENT OF DENIAL.
322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS.
RELATIONS OF MEMBERS TO EACH OTHER AND TO LIMITED LIABILITY COMPANY
322C.0401 BECOMING A MEMBER.
322C.0402 FORM OF CONTRIBUTION.
322C.0403 LIABILITY FOR CONTRIBUTIONS.
322C.0404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION.
322C.0405 LIMITATIONS ON DISTRIBUTION.
322C.0406 LIABILITY FOR IMPROPER DISTRIBUTIONS.
322C.0407 MANAGEMENT OF LIMITED LIABILITY COMPANY.
322C.0408 INDEMNIFICATION AND INSURANCE.
322C.0409 STANDARDS OF CONDUCT FOR MEMBERS, MANAGERS, AND GOVERNORS.
322C.0410 RIGHT OF MEMBERS, MANAGERS, GOVERNORS, AND DISSOCIATED MEMBERS TO INFORMATION.
TRANSFERABLE INTERESTS AND RIGHTS OF TRANSFEREES AND CREDITORS
322C.0501 NATURE OF TRANSFERABLE INTEREST.
322C.0502 TRANSFER OF TRANSFERABLE INTEREST.
322C.0503 CHARGING ORDER.
322C.0504 POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER.
MEMBER'S DISSOCIATION
322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION.
322C.0602 EVENTS CAUSING DISSOCIATION.
322C.0603 EFFECT OF PERSON'S DISSOCIATION AS MEMBER.
DISSOLUTION AND WINDING UP
322C.0701 EVENTS CAUSING DISSOLUTION.
322C.0702 WINDING UP.
322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.
322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.
322C.0705 ADMINISTRATIVE TERMINATION.
322C.0706 REINSTATEMENT.
322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES.
322C.0708 ACTION BY ATTORNEY GENERAL.
FOREIGN LIMITED LIABILITY COMPANIES
322C.0801 GOVERNING LAW.
322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY.
322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.
322C.0804 FILING OF CERTIFICATE OF AUTHORITY.
322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY.
322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY.
322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY.
322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY.
322C.0809 ACTION BY ATTORNEY GENERAL.
322C.0810 AMENDMENT OF FOREIGN REGISTRATION STATEMENT.
ACTIONS BY MEMBERS
322C.0901 DIRECT ACTION BY MEMBER.
322C.0902 DERIVATIVE ACTION.
322C.0903 PROPER PLAINTIFF.
322C.0904 PLEADING.
322C.0905 SPECIAL LITIGATION COMMITTEE.
322C.0906 PROCEEDS AND EXPENSES.
MERGER, CONVERSION, AND DOMESTICATION
322C.1001 DEFINITIONS.
322C.1002 MERGER; EXCHANGE.
322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY.
322C.1004 FILINGS REQUIRED FOR MERGER OR EXCHANGE; EFFECTIVE DATE AND TIME.
322C.1005 EFFECT OF MERGER.
322C.1006 EFFECT OF EXCHANGE.
322C.1007 CONVERSION.
322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY.
322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
322C.1010 EFFECT OF CONVERSION.
322C.1011 DOMESTICATION.
322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY.
322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
322C.1014 EFFECT OF DOMESTICATION.
322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES.
NONPROFIT LIMITED LIABILITY COMPANIES
322C.1101 NONPROFIT LIMITED LIABILITY COMPANIES.
MISCELLANEOUS PROVISIONS
322C.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.
322C.1202 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
322C.1203 SAVINGS CLAUSE.
322C.1204 APPLICATION TO EXISTING RELATIONSHIPS.
322C.1205 STATE INTERESTED IN PROCEEDING.

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