reglab/housing_qa huggingface dataset:
MN Stat § 322C.0802 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0802 — Application For Certificate Of Authority.

322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY. Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state: (1) the name of the company and any alternate name adopted pursuant to section 322C.0805, subdivision 1; (2) the name of the state or other jurisdiction under whose law the company is formed; (3) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction under whose laws the company is formed; (4) the street address of the company's principal place of business and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street address of the required office; and (5) the name and street address of the company's initial registered office and agent for service of process in this state. History:   2014 c 157 art 1 s 56
MN Stat § 322C.0803 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0803 — Transactions Not Constituting Transacting Business.

322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS. Subdivision 1. Activities not constituting transacting business. A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including: (1) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes; (2) holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities; (5) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate; (6) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property; (7) securing or collecting its debts or enforcing any rights in property securing them; or (8) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature. Subd. 2. Property ownership. For purposes of sections 322C.0801 to 322C.0809, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision 1, constitutes transacting business in this state. Subd. 3. Limitations. This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter. History:   2014 c 157 art 1 s 57
MN Stat § 322C.0804 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0804 — Filing Of Certificate Of Authority.

322C.0804 FILING OF CERTIFICATE OF AUTHORITY. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company; prepare, sign, and file a certificate of authority to transact business in this state; and send an image of the filed certificate to the company or its representative. History:   2014 c 157 art 1 s 58
MN Stat § 322C.0805 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0805 — Noncomplying Name Of Foreign Limited Liability Company.

322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY. Subdivision 1. Noncomplying name. A foreign limited liability company whose name does not comply with section 322C.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 322C.0108. A foreign limited liability company that adopts an alternate name under this subdivision and obtains a certificate of authority with the alternate name need not comply with section 333.01. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under section 333.01 to transact business in this state under another name. A foreign limited liability company may adopt an alternate name even if its name complies with section 322C.0108. Subd. 2. Change in name.  If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 322C.0108, it may not thereafter transact business in this state until it complies with subdivision 1 and obtains an amended certificate of authority. History:   2014 c 157 art 1 s 59
MN Stat § 322C.0806 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0806 — Revocation Of Certificate Of Authority.

322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY. Subdivision 1. Grounds. The certificate of authority of a foreign limited liability company to transact business in this state shall be revoked by the secretary of state if it fails: (1) to pay any fee due under the provisions of this chapter; (2) to designate a registered agent when a vacancy occurs in that office, or when the appointed registered agent resigns or becomes disqualified or incapacitated; (3) to file certificates of merger or name change, as required in section 322C.0805, subdivision 2; or (4) to file an annual renewal. Subd. 2. Consequences of specific grounds for default. On finding that a default has occurred under subdivision 1, clauses (1) to (3), the secretary of state shall notify the foreign limited liability company that the default exists and that its certificate of authority will be revoked unless the default shall be cured within 30 days. Subd. 3. Revocation duties of the secretary of state. (1) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clause (4), for failure to file an annual renewal under section 5.34. (2) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clauses (1) to (3), if the default is not cured within the time provided under subdivision 2; provided that for good cause shown the secretary of state may extend the 30-day period from time to time, but in no event may the aggregate of all extensions granted exceed 180 days or the period of time of any applicable extension granted by the Department of Revenue for filing the income tax return of the corporation, whichever is greater. Subd. 4. Related duties of secretary of state. (1) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clauses (1) to (3), the secretary of state shall: (i) issue a certificate of revocation; and (ii) provide a notice of the revocation to the foreign limited liability company. (2) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation, and the certificate must be filed in the Office of the Secretary of State. No further notice to the foreign limited liability company is required. (3) The secretary of state shall also make the names of the revoked foreign limited liability companies available in an electronic format. Subd. 5. Authority to transact business ceases. Upon the issuance of such certificate of revocation, the authority of the foreign limited liability company to transact business in this state shall cease. History:   2014 c 157 art 1 s 60
MN Stat § 322C.0807 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0807 — Withdrawal Of Foreign Limited Liability Company.

322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY. Subdivision 1. Application. If a foreign limited liability company holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal. Subd. 2. Contents. The application for withdrawal shall set forth: (1) the name of the foreign limited liability company corporation and the state or country under the laws of which it is organized; (2) that it has no property located in this state and has ceased to transact business therein; (3) that its governing body has duly determined to surrender its authority to transact business in this state; (4) that it revokes the authority of its registered agent in this state to accept service of process; (5) the address to which the secretary of state shall mail a copy of any process against the foreign limited liability company that may be served upon the secretary of state; (6) that it will pay to the commissioner of management and budget the amount of any additional license fees properly found by the secretary of state to be then due from such foreign limited liability company; and (7) additional information required or demanded to enable the secretary of state to determine the additional license fees, if any, payable by the foreign limited liability company. Subd. 3. Execution. The application for withdrawal shall be executed on behalf of the foreign limited liability company pursuant to section 322C.0203. Subd. 4. Filing. The application for withdrawal shall be delivered to the secretary of state. Upon receiving and examining the same, and upon finding that it conforms to the provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other charges have been paid as required by law, file the same and shall issue and record a certificate of withdrawal. Upon the issuance of the certificate, the authority of the foreign limited liability company to transact business in this state shall cease. Subd. 5. Authority to transact business ceases. The filing with the secretary of state by the corporation of a certificate of dissolution, or a certificate of merger if the foreign limited liability company is not the surviving limited liability company from the proper officer of the state or country under the laws of which the foreign limited liability company is organized, constitutes a valid application of withdrawal and the authority of the foreign limited liability company to transact business in this state shall cease upon filing of the certificate. History:   2014 c 157 art 1 s 61
MN Stat § 322C.0808 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0808 — Effect Of Failure To Have Certificate Of Authority.

322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY. Subdivision 1. Certificate of authority required. 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. Subd. 2. Actions not affected. 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. Subd. 3. Limitation on liability. 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. Subd. 4. Secretary of state as agent. 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. History:   2014 c 157 art 1 s 62
MN Stat § 322C.0809 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0809 — Action By Attorney General.

322C.0809 ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 322C.0801 to 322C.0809. History:   2014 c 157 art 1 s 63
MN Stat § 322C.0810 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0810 — Amendment Of Foreign Registration Statement.

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). History:   2018 c 103 s 29
MN Stat § 322C.0901 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0901 — Direct Action By Member.

322C.0901 DIRECT ACTION BY MEMBER. Subdivision 1. Direct actions allowed. 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. Subd. 2. Action requirements. 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. History:   2014 c 157 art 1 s 64
MN Stat § 322C.0902 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0902 — Derivative Action.

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. History:  2014 c 157 art 1 s 65; 2015 c 39 s 38
MN Stat § 322C.0903 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0903 — Proper Plaintiff.

322C.0903 PROPER PLAINTIFF. Subdivision 1. Member status required. 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. Subd. 2. Effect of plaintiff death. 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. History:   2014 c 157 art 1 s 66
MN Stat § 322C.0904 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0904 — Pleading.

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. History:   2014 c 157 art 1 s 67
MN Stat § 322C.0906 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0906 — Proceeds And Expenses.

322C.0906 PROCEEDS AND EXPENSES. Subdivision 1. Ownership of proceeds. 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. Subd. 2. Expenses awarded. 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. History:   2014 c 157 art 1 s 69
MN Stat § 322C.1002 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1002 — Merger; Exchange.

322C.1002 MERGER; EXCHANGE. Subdivision 1. Prerequisites for merger. 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. Subd. 2. Prerequisites for exchange. 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. Subd. 3. Plan of merger or 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. History:   2014 c 157 art 1 s 71
MN Stat § 322C.1003 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.1003 — Action On Plan Of Merger Or Exchange By Constituent Limited Liability Company.

322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY. Subdivision 1. Member consent required. 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. Subd. 2. Amendment of plan or abandonment of merger or exchange. 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. History:   2014 c 157 art 1 s 72