piers109uk/MN-Statutes huggingface dataset:
322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY.
A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.
A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.
If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:
(1) the partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
A member does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
322C.0810 AMENDMENT OF FOREIGN REGISTRATION STATEMENT.
A registered foreign limited liability company shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1) the name of the company;
(2) the company's jurisdiction of formation;
(3) an address required by section 322C.0802, clause (4); or
(4) the information required by section 322C.0802, clause (5).
323A.1001 STATEMENT OF QUALIFICATION.
(a) A partnership may become a limited liability partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions.
(c) After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain:
(1) the name of the partnership;
(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office in this state, if any;
(3) if the partnership does not have an office in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36;
(4) a statement that the partnership elects to be a limited liability partnership; and
(5) a deferred effective date, if any.
(d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.
(f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c).
(g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership.
(h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(i) A statement of qualification may include the information necessary to make an election under section 319B.03, subdivision 2, and to update that information as provided in section 319B.03, subdivision 3.
322C.0901 DIRECT ACTION BY MEMBER.
Subject to subdivision 2, a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
323A.1002 NAME.
The name of a limited liability partnership must meet the standard found in section 302A.115, except that the name must include "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP" rather than the corporate designators found in section 302A.115, subdivision 1, paragraph (b).
323A.1003 ANNUAL RENEWAL.
(a) Each calendar year beginning in the calendar year following the calendar year in which a partnership files a statement of qualification or in which a foreign partnership becomes authorized to transact business in this state, the secretary of state may send annually to the partnership or foreign partnership, using the information provided by the limited liability partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement of qualification, a notice. The notice will announce the need to file the annual renewal and will inform the partnership or foreign partnership that the annual renewal may be filed online and that paper filings may also be made and that failure to file the notice by December 31 will result in the revocation of the statement of qualification of this limited liability partnership.
(b) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual renewal in the office of the secretary of state which contains the information required by section 5.34.
(c) An annual renewal must be filed once each calendar year beginning in the year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.
(d) The secretary of state must revoke the statement of qualification of a partnership that fails to file an annual renewal when due or pay the required filing fee. The secretary of state must issue a certificate of revocation which must be filed in the office of the secretary of state. The secretary of state must also make available in an electronic format the names of the revoked limited liability companies.
(e) A revocation under subsection (d) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(f) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement. A partnership must file an annual renewal to apply for reinstatement and pay a reinstatement fee of $160.
(g) A reinstatement under subsection (f) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
322C.0903 PROPER PLAINTIFF.
Except as otherwise provided in subdivision 2, a derivative action under section 322C.0902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
323A.1004 REVOCATION FOR FAILURE TO REPLACE A REQUIRED REGISTERED AGENT.
If a limited liability partnership is required to list an agent for service of process in its statement of qualification pursuant to section 323A.1001(c)(3) or 323A.1102(a)(3) and that agent resigns pursuant to section 5.36, subdivision 4, and the limited liability partnership or foreign limited liability partnership fails to amend the statement of qualification or statement of foreign qualification to name a new agent for service of process by the time the resignation becomes effective, the secretary of state must attempt to provide notice to the limited liability partnership or foreign limited liability partnership that the statement of qualification or statement of foreign qualification will be revoked if it is not amended to name a new agent for service of process within 30 days after the attempts to provide the notice. If the statement of qualification or statement of foreign qualification is not amended to name a new agent for service of process within that time, the secretary of state must revoke the statement of qualification or statement of foreign qualification.
322C.0904 PLEADING.
In a derivative action under section 322C.0902, the complaint must state with particularity:
(1) the date and content of the plaintiff's demand and the response to the demand by the other members, managers, or board of governors; or
(2) if a demand has not been made, the reasons a demand under section 322C.0902, clause (1), would be futile.
322C.0902 DERIVATIVE ACTION.
A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, the managers of a manager-managed limited liability company, or the board of governors of a board-managed limited liability company requesting that they cause the company to bring an action to enforce the right, and the member, manager, or board does not bring the action within a reasonable time; or
(2) a demand under clause (1) would be futile.
323A.1101 LAW GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP.
(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state.
(c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership.
322C.0905 SPECIAL LITIGATION COMMITTEE.
If a limited liability company is named as or made a party in a derivative proceeding, the company may appoint a special litigation committee to investigate the claims asserted in the proceeding and determine whether pursuing the action is in the best interests of the company. If the company appoints a special litigation committee, on motion by the committee made in the name of the company, except for good cause shown, the court shall stay discovery for the time reasonably necessary to permit the committee to make its investigation. This subdivision does not prevent the court from enforcing a person's right to information under section 322C.0410 or, for good cause shown, granting extraordinary relief in the form of a temporary restraining order or preliminary injunction.
A special litigation committee may be composed of one or more disinterested and independent individuals, who may be members.
A special litigation committee may be appointed:
(1) in a member-managed limited liability company:
(i) by the consent of a majority of the members not named as defendants or plaintiffs in the proceeding; and
(ii) if all members are named as defendants or plaintiffs in the proceeding, by a majority of the members named as defendants;
(2) in a manager-managed limited liability company:
(i) by a majority of the managers not named as defendants or plaintiffs in the proceeding; and
(ii) if all managers are named as defendants or plaintiffs in the proceeding, by a majority of the managers named as defendants; and
(3) in a board-managed limited liability company:
(i) by a majority of governors not named as defendants or plaintiffs in the proceeding; and
(ii) if all governors are named as defendants or plaintiffs in the proceeding, by a majority of the governors named as defendants.
After appropriate investigation, a special litigation committee may determine that it is in the best interests of the limited liability company that the proceeding:
(1) continue under the control of the plaintiff;
(2) continue under the control of the committee;
(3) be settled on terms approved by the committee; or
(4) be dismissed.
After making a determination under subdivision 4, a special litigation committee shall file with the court a statement of its determination and its report supporting its determination, giving notice to the plaintiff. The court shall determine whether the members of the committee were disinterested and independent and whether the committee conducted its investigation and made its recommendation in good faith, independently, and with reasonable care, with the committee having the burden of proof. If the court finds that the members of the committee were disinterested and independent and that the committee acted in good faith, independently, and with reasonable care, the court shall enforce the determination of the committee. Otherwise, the court shall dissolve the stay of discovery entered under subdivision 1 and allow the action to proceed under the direction of the plaintiff.
323A.1102 STATEMENT OF FOREIGN QUALIFICATION.
(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." A foreign limited liability partnership may use an alternate name to transact business in the state if it lists the alternate name in the statement;
(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any;
(3) if there is no office of the partnership in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36;
(4) a deferred effective date, if any; and
(5) the name of the jurisdiction under whose law the foreign limited liability partnership was originally registered.
(b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(e) A statement of foreign qualification may include the information necessary to make an election under section 319B.04, subdivision 2, and to update that information as provided in section 319B.04, subdivision 3.
322C.0906 PROCEEDS AND EXPENSES.
Except as otherwise provided in subdivision 2:
(1) any proceeds or other benefits of a derivative action under section 322C.0902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
If a derivative action under section 322C.0902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.
323A.1103 EFFECT OF FAILURE TO QUALIFY.
(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.
(b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state.
(c) A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification.
(d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state.
323A.1104 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.
(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include:
(1) maintaining, defending, or settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property;
(8) collecting debts, including foreclosing mortgages, canceling contracts for deed, enforcing other security interests on property securing debts, accepting deeds or other instruments of title from debtors in lieu of foreclosure, cancellation or other enforcement, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited liability partnership to service of process, taxation, or regulation under any other law of this state.
323A.1105 ACTION BY ATTORNEY GENERAL.
The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of sections 323A.1101 to 323A.1105.
322C.1002 MERGER; EXCHANGE.
A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 322C.1003 to 322C.1005, and a plan of merger if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
A limited liability company may engage in an exchange with one or more other constituent organizations pursuant to this section by which one of the constituent organizations acquires all of the ownership interests of one or more classes or series of another constituent organization pursuant to this section, sections 322C.1003 to 322C.1005, and a plan of exchange if:
(1) the governing statute of each of the other constituent organizations authorizes the exchange;
(2) the exchange is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other constituent organizations complies with its governing statute in effecting the exchange.
A plan of merger or exchange must be in a record and must include:
(1) the name and form of each constituent organization and:
(i) in the case of a merger, the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; and
(ii) in the case of an exchange, the name of the acquiring organization;
(2)(i) in the case of a merger, the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(ii) in the case of an exchange, the terms and conditions of the exchange, including the manner and basis of exchanging the ownership interests to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, for money or other property;
(3) in the case of a merger, if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record;
(4) in the case of a merger, if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and
(5) any other provisions with respect to the proposed merger or exchange that are considered necessary or desirable.
322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY.
Subject to section 322C.1015, a plan of merger or exchange must be consented to by all the members of a constituent limited liability company.
Subject to section 322C.1015 and any contractual rights, after a merger or exchange is approved, and at any time before the merger or exchange becomes effective according to this chapter, a constituent limited liability company may amend the plan or abandon the merger or exchange:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
323A.1201 SHORT TITLE.
This chapter may be cited as the "Uniform Partnership Act (1994)."
322C.1011 DOMESTICATION.
A foreign limited liability company may become a limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if:
(1) the foreign limited liability company's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
A limited liability company may become a foreign limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if:
(1) the foreign limited liability company's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited liability company complies with its governing statute in effecting the domestication.
A plan of domestication must be in a record and must include:
(1) the name of the domesticating company before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated company after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating company into any combination of money, interests in the domesticated company, and other consideration; and
(4) the organizational documents of the domesticated company that are, or are proposed to be, in a record.
322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY.
Subject to section 322C.1015, a plan of conversion must be consented to by all the members of a converting limited liability company.
Subject to section 322C.1015 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 322C.1009, a converting limited liability company may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
322C.1006 EFFECT OF EXCHANGE.
When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership interests, securities, money, or other property into which those membership interests have been converted or for which those membership interests have been exchanged according to the plan.
323A.1202 APPLICABILITY.
(a) Before January 1, 2002, chapter 323A governs only a partnership formed:
(1) after January 1, 1999, unless that partnership is continuing the business of a dissolved partnership under section 323.40; and
(2) before January 1, 1999, that elects, as provided by subsection (c), to be governed by chapter 323A.
(b) On and after January 1, 2002, chapter 323A governs all partnerships.
(c) Before January 1, 2002, a partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by chapter 323A. Before January 1, 2002, provisions of chapter 323A relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by chapter 323A, only if the third party knows or has received a notification of the partnership's election to be governed by chapter 323A.
322C.1005 EFFECT OF MERGER.
When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 322C.0701 to 322C.0707;
(9) if the surviving organization is created by the merger:
(i) if it is a limited liability company, the articles of organization become effective; or
(ii) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger or the organizational document that created the organization become effective.
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4.
322C.1007 CONVERSION.
Pursuant to this section, sections 322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited liability company, a foreign limited liability company, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose, may convert to a limited liability company other than a nonprofit limited liability company, and a limited liability company other than a nonprofit limited liability company may convert to an organization other than a foreign limited liability company, or a corporation governed by chapter 304A, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
A plan of conversion must be in a record and must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
322C.1010 EFFECT OF CONVERSION.
An organization that has been converted pursuant to sections 322C.1007 to 322C.1009 is for all purposes the same entity that existed before the conversion.
When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting limited liability company for the purposes of sections 322C.0701 to 322C.0707.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited liability company is liable if, before the conversion, the converting limited liability company was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4.
322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
After a plan of conversion is approved:
(1) if the converting organization is a converting limited liability company, the converting limited liability company shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include:
(i) a statement that the limited liability company is converting into another organization;
(ii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iii) the time the conversion is effective under the governing statute of the converted organization;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 322C.1010, subdivision 3; and
(2) if the converting organization is not a converting limited liability company, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include:
(i) articles of organization for the limited liability company into which the converting organization is converting, which articles of organization must include the information required by section 322C.0201, subdivision 2, clauses (1) and (2);
(ii) a statement that the converting organization is converting into a limited liability company from another organization;
(iii) the name and form of the converting organization and the jurisdiction of its governing statute; and
(iv) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
A conversion becomes effective:
(1) if the converted organization is a limited liability company, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and
(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion.
322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with a total fee of $60, which articles of domestication must include:
(1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2) the name of the domesticating company and the jurisdiction of its governing statute;
(3) the name of the domesticated company and the jurisdiction of its governing statute;
(4) the date the domestication is effective under the governing statute of the domesticated company;
(5) if the domesticating company was a limited liability company, a statement that the domestication was approved as required by this chapter;
(6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) if the domesticated company was a foreign limited liability company not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 322C.1014, subdivision 2.
A domestication becomes effective:
(1) when the articles of organization takes effect, if the domesticated company is a limited liability company; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY.
A plan of domestication must be consented to:
(1) by all the members, subject to section 322C.1015, if the domesticating company is a limited liability company; and
(2) as provided in the domesticating company's governing statute, if the company is a foreign limited liability company.
Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are filed with the secretary of state under section 322C.1013, a domesticating limited liability company may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
322C.1014 EFFECT OF DOMESTICATION.
When a domestication takes effect:
(1) the domesticated company is for all purposes the company that existed before the domestication;
(2) all property owned by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4) an action or proceeding pending by or against a domesticating company may be continued as if the domestication had not occurred;
(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating company remain vested in the domesticated company;
(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7) except as otherwise agreed, the domestication does not dissolve a domesticating limited liability company for the purposes of sections 322C.0701 to 322C.0707.
A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4.
If a limited liability company has adopted and approved a plan of domestication under section 322C.1011 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's articles of organization must be filed with the secretary of state setting forth:
(1) the name of the company;
(2) a statement that the articles of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the domestication was approved as required by this chapter; and
(4) the jurisdiction of formation of the domesticated foreign limited liability company.
322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
If a member of a constituent, converting, or domesticating limited liability company will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the member, unless:
(1) the company's operating agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
A member does not give the consent required by subdivision 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES.
If the parent organization is a domestic limited liability company, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries under this section by a resolution approved in the manner required to decide a matter in the ordinary course of the activities of the parent organization that adopts and sets forth a plan of merger that meets the requirements of subdivision 2. If the parent organization is not a domestic limited liability company and if authorized by its governing statute, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries by the adoption of a plan of merger that meets the requirements of subdivision 2.
The plan of merger must contain:
(1) the name of each wholly owned subsidiary that is a constituent organization in the merger, the name of the parent organization, and the name of the surviving organization;
(2) the manner and basis of converting the ownership interests and securities of the wholly owned subsidiary or subsidiaries into ownership interests or securities of the surviving organization or, in whole or in part, into money or other property; and
(3) if the surviving organization is a wholly owned subsidiary, a statement of any amendments to the articles of organization of the surviving organization that will be part of the merger.
Articles of merger must be prepared that contain:
(1) the plan of merger;
(2) a statement that the parent organization owns directly all of the rights to distributions and all of the management rights of each wholly owned subsidiary that is a constituent organization in the merger; and
(3) a statement that the plan of merger has been approved by the parent organization in accordance with this section.
The articles of merger must be signed on behalf of the parent organization and filed with the secretary of state.
The secretary of state shall issue a certificate of merger to the parent organization or its legal representative or, if the parent organization is a constituent organization but is not the surviving organization in the merger, to the surviving organization or its legal representative.
A merger among a parent organization and one or more wholly owned subsidiaries or among two or more wholly owned subsidiaries of a parent organization may be accomplished under sections 322C.1002, 322C.1003, and 322C.1004, instead of this section, in which case this section does not apply.
322C.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
325F.01 ASBESTOS USED IN BUILDING AND REMODELING.
No person, corporation, partnership, joint venture, firm or association shall use, sell, deliver or receive, or contract to use, sell, deliver or receive powdered asbestos, whether in its powdered form or mixed with any other substance, and to be applied with a pressure sprayer, or in its molded form if asbestos dust will emanate from it due to handling, mixing or cutting, for purposes of constructing, remodeling or improving any building structure in this state.
Any violation of the provisions of subdivision 1 shall constitute a misdemeanor.
322C.1202 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, United States Code, title 15, section 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, United States Code, title 15, section 7003(b).
322C.1203 SAVINGS CLAUSE.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
325E.03 SALE OF BEVERAGE CONTAINERS HAVING DETACHABLE PARTS.
No person shall sell or offer for sale in this state a carbonated soft drink, beer, other malt beverage, or tea in liquid form and intended for human consumption contained in an individual sealed metal container designed and constructed so that a part of the container is detached in the process of opening the container.
A violation of subdivision 1 is a misdemeanor and each day of violation is a separate offense.
322C.1205 STATE INTERESTED IN PROCEEDING.
If it appears at any stage of a proceeding in a court in this state that the state is, or is likely to be, interested in the proceeding or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition be served upon the attorney general in the same manner prescribed for serving a summons in a civil action. The attorney general shall intervene in a proceeding when the attorney general determines that the public interest requires it, whether or not the attorney general has been served.