reglab/housing_qa huggingface dataset:
MN Stat § 322C.0502 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0502 — Transfer Of Transferable Interest.

322C.0502 TRANSFER OF TRANSFERABLE INTEREST. Subdivision 1. Transfers. A transfer, in whole or in part, of a transferable interest: (1) is permissible; (2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and (3) subject to section 322C.0504, does not entitle the transferee to: (i) participate in the management or conduct of the company's activities; or (ii) except as otherwise provided in subdivision 3, have access to records or other information concerning the company's activities. Subd. 2. Transferee right to distributions. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Subd. 3. Transferee right to an account. In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution. Subd. 4. Evidence of interest. A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. Such an interest is not a security, as that term is defined in section 336.8-102, paragraph (a), clause (15), unless the conditions specified in section 336.8-103, paragraph (c), are satisfied. Subd. 5. Company notice required. A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer. Subd. 6. Violative transfers ineffective. A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer. Subd. 7. Rights retained. Except as otherwise provided in section 322C.0602, clause (4), item (ii), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member. Subd. 8. Transferee liability. When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections 322C.0403 and 322C.0406, subdivision 3, known to the transferee when the transferee becomes a member. History:  2014 c 157 art 1 s 41; 2015 c 39 s 37
MN Stat § 322C.0503 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0503 — Charging Order.

322C.0503 CHARGING ORDER. Subdivision 1. Charging order against transferable interest. On application by a judgment creditor of a member or transferee, a court may enter a charging order against the transferable interest of the judgment debtor for the unsatisfied amount of the judgment. A charging order constitutes a lien on a judgment debtor's transferable interest and requires the limited liability company to pay over to the person to which the charging order was issued any distribution that would otherwise be paid to the judgment debtor. Subd. 2. Charging order effectuation. To the extent necessary to effectuate the collection of distributions pursuant to a charging order in effect under subdivision 1, the court may: (1) appoint a receiver of the distributions subject to the charging order, with the power to make all inquiries the judgment debtor might have made; and (2) make all other orders necessary to give effect to the charging order. Subd. 3. Foreclosure and sale. Upon a showing that distributions under a charging order will not pay the judgment debt within a reasonable time, the court may foreclose the lien and order the sale of the transferable interest. The purchaser at the foreclosure sale obtains only the transferable interest, does not thereby become a member, and is subject to section 322C.0502. Subd. 4. Extinguishing charging order. At any time before foreclosure under subdivision 3, the member or transferee whose transferable interest is subject to a charging order under subdivision 1 may extinguish the charging order by satisfying the judgment and filing a certified copy of the satisfaction with the court that issued the charging order. Subd. 5. Succession to rights of judgment creditor. At any time before foreclosure under subdivision 3, a limited liability company or one or more members whose transferable interests are not subject to the charging order may pay to the judgment creditor the full amount due under the judgment and thereby succeed to the rights of the judgment creditor, including the charging order. Subd. 6. Exemption laws applicable. This chapter does not deprive any member or transferee of the benefit of any exemption laws applicable to the member's or transferee's transferable interest. Subd. 7. Exclusive remedy. This section provides the exclusive remedy by which a person seeking to enforce a judgment against a member or transferee may, in the capacity of judgment creditor, satisfy the judgment from the judgment debtor's transferable interest. History:   2014 c 157 art 1 s 42
MN Stat § 322C.0504 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0504 — Power Of Personal Representative Of Deceased Member.

322C.0504 POWER OF PERSONAL REPRESENTATIVE OF DECEASED MEMBER. If a member dies, the deceased member's personal representative or other legal representative may exercise the rights of a transferee provided in section 322C.0502, subdivision 3, and, for the purposes of settling the estate, the rights of a current member under section 322C.0410. History:   2014 c 157 art 1 s 43
MN Stat § 322C.0601 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0601 — Member's Power To Dissociate; Wrongful Dissociation.

322C.0601 MEMBER'S POWER TO DISSOCIATE; WRONGFUL DISSOCIATION. Subdivision 1. Power to dissociate. A person has the power to dissociate as a member at any time, rightfully or wrongfully, by withdrawing as a member by express will under section 322C.0602, clause (1). Subd. 2. Wrongful dissociation.  A person's dissociation from a limited liability company is wrongful only if the dissociation: (1) is in breach of an express provision of the operating agreement; or (2) occurs before the termination of the company and: (i) the person withdraws as a member by express will; (ii) the person is expelled as a member by judicial order under section 322C.0602, clause (5); (iii) the person is dissociated under section 322C.0602, clause (7), item (i), by becoming a debtor in bankruptcy; or (iv) in the case of a person that is not a trust other than a business trust, an estate, or an individual, the person is expelled or otherwise dissociated as a member because it willfully dissolved or terminated. Subd. 3. Liability for wrongful dissociation. A person that wrongfully dissociates as a member is liable to the limited liability company and, subject to section 322C.0901, to the other members for damages caused by the dissociation. The liability is in addition to any other debt, obligation, or other liability of the member to the company or the other members. History:   2014 c 157 art 1 s 44
MN Stat § 322C.0603 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0603 — Effect Of Person's Dissociation As Member.

322C.0603 EFFECT OF PERSON'S DISSOCIATION AS MEMBER. Subdivision 1. Effect of dissociation. When a person is dissociated as a member of a limited liability company: (1) the person's right to participate as a member in the management and conduct of the company's activities terminates; (2) if the company is member-managed, the person's fiduciary duties as a member end with regard to matters arising and events occurring after the person's dissociation; and (3) subject to sections 322C.0504 and 322C.1001 to 322C.1015, any transferable interest owned by the person immediately before dissociation in the person's capacity as a member is owned by the person solely as a transferee. Subd. 2. No discharge. A person's dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members that the person incurred while a member. History:   2014 c 157 art 1 s 46
MN Stat § 322C.0701 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0701 — Events Causing Dissolution.

322C.0701 EVENTS CAUSING DISSOLUTION. Subdivision 1. Dissolution events. A limited liability company is dissolved, and its activities must be wound up, upon the occurrence of any of the following: (1) an event or circumstance that the operating agreement states causes dissolution; (2) the consent of all the members; (3) following the admission of the initial member or members, the passage of 90 consecutive days during which the company has no members; (4) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that: (i) the conduct of all or substantially all of the company's activities is unlawful; or (ii) it is not reasonably practicable to carry on the company's activities in conformity with the articles of organization and the operating agreement; (5) on application by a member, the entry by appropriate court of an order dissolving the company on the grounds that the managers, governors, or those members in control of the company: (i) have acted, are acting, or will act in a manner that is illegal or fraudulent; or (ii) have acted or are acting in a manner that is oppressive and was, is, or will be directly harmful to the applicant; or (6) on application by the attorney general in an action commenced pursuant to section 322C.0708, the entry by appropriate court of an order dissolving the company on grounds specified in section 322C.0708. Subd. 2. Alternative remedies. In a proceeding brought under subdivision 1, clause (5), the court may order a remedy other than dissolution, which may include the sale for fair value of all membership interests a member owns in a limited liability company to the limited liability company or one or more of the other members. A remedy other than dissolution may be ordered in any case where that remedy would be appropriate under all the facts and circumstances of the case. Subd. 3. Venue. A proceeding brought under subdivision 1, clause (5), must be brought in a court within the county in which the registered office of the limited liability company is located. It is not necessary to make members parties to the action or proceeding unless relief is sought against them personally. History:   2014 c 157 art 1 s 47
MN Stat § 322C.0703 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0703 — Known Claims Against Dissolved Limited Liability Company.

322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. Subdivision 1. Notice of known claims. Except as otherwise provided in subdivision 4, a dissolved limited liability company may give notice of a known claim under subdivision 2 that has the effect as provided in subdivision 3. Subd. 2. Notice requirements. A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must: (1) specify the information required to be included in a claim; (2) provide a mailing address to which the claim is to be sent; (3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and (4) state that the claim will be barred if not received by the deadline. Subd. 3. Claims barred. A claim against a dissolved limited liability company is barred if the requirements of subdivision 2 are met and: (1) the claim is not received by the specified deadline; or (2) if the claim is timely received but rejected by the company: (i) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and (ii) the claimant does not commence the required action within the 90 days. Subd. 4. Bar limitation. This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent. History:   2014 c 157 art 1 s 49
MN Stat § 322C.0704 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0704 — Other Claims Against Dissolved Limited Liability Company.

322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY. Subdivision 1. Publication of notice. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice. Subd. 2. Published notice requirements. The notice authorized by subdivision 1 must: (1) be published at least once in a newspaper of general circulation in the county or counties in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county or counties in which the company's registered office is or was last located; (2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and (3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice. Subd. 3. Claims barred. If a dissolved limited liability company publishes a notice according to subdivision 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred: (1) a claimant that did not receive notice in a record under section 322C.0703; (2) a claimant whose claim was timely sent to the company but not acted on; and (3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution. Subd. 4. Claims enforcement. A claim not barred under this section may be enforced: (1) against a dissolved limited liability company, to the extent of its undistributed assets; and (2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this clause does not exceed the total amount of assets distributed to the person after dissolution. History:   2014 c 157 art 1 s 50
MN Stat § 322C.0705 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0705 — Administrative Termination.

322C.0705 ADMINISTRATIVE TERMINATION. (a) A domestic limited liability company that has not filed a renewal pursuant to this section is administratively terminated. The secretary of state shall issue a certificate of administrative termination 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 terminated limited liability companies. (b) A non-Minnesota limited liability company that has not filed a renewal pursuant to this section shall have its authority to do business in Minnesota revoked pursuant to section 322C.0806. 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 non-Minnesota limited liability companies. History:   2014 c 157 art 1 s 51
MN Stat § 322C.0706 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0706 — Reinstatement.

322C.0706 REINSTATEMENT. (a) If a limited liability company is administratively terminated or has its authority to do business in Minnesota revoked, or if a company governed by chapter 322B was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, it may retroactively reinstate its existence or authority to do business by filing a single annual renewal and paying a $25 fee. (b) For a domestic limited liability company, or a company that was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, filing the annual renewal with the secretary of state: (1) returns the limited liability company to active status as of the date of the administrative termination; (2) validates contracts or other acts within the authority of the articles, and the limited liability company is liable for those contracts or acts; and (3) restores to the limited liability company all assets and rights of the limited liability company and its members to the extent they were held by the limited liability company and its members before the administrative termination occurred, except to the extent that assets or rights were affected by acts occurring after the termination, sold, or otherwise distributed after that time. (c) For a non-Minnesota limited liability company, filing the annual renewal restores the limited liability company's ability to do business in Minnesota and the rights and privileges that accompany that authority. History:  2014 c 157 art 1 s 52; 2018 c 103 s 28
MN Stat § 322C.0707 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0707 — Distribution Of Assets In Winding Up Limited Liability Company's Activities.

322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES. Subdivision 1. Application of assets to discharge obligations. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. Subd. 2. Distributions of surplus. After a limited liability company complies with subdivision 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 322C.0503: (1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and (2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 322C.0502. Subd. 3. Proportionate distribution. If a limited liability company does not have sufficient surplus to comply with subdivision 2, clause (1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions. Subd. 4. Form of distribution. All distributions made under subdivisions 2 and 3 must be paid in money. History:   2014 c 157 art 1 s 53
MN Stat § 322C.0708 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0708 — Action By Attorney General.

322C.0708 ACTION BY ATTORNEY GENERAL. Subdivision 1. When permitted. A limited liability company may be involuntarily dissolved, wound up, and terminated by a decree of a court in this state in an action filed by the attorney general when it is established that: (1) the articles of organization were procured through fraud; (2) the limited liability company was organized for a purpose not permitted by this chapter; (3) the limited liability company failed to comply with the requirements essential to organization under this chapter; (4) the limited liability company has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or (5) the limited liability company has acted, or failed to act, in a manner that constitutes surrender or abandonment of the limited liability company privileges or enterprise. Subd. 2. Notice to limited liability company and correction. An action must not be commenced under this section until 30 days after notice to the limited liability company by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the limited liability company has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles of organization, a member control agreement, or the bylaws or by performance of or abstention from the act, the attorney general shall give the limited liability company 30 additional days in which to effect the correction before filing the action. History:   2014 c 157 art 1 s 54
MN Stat § 322C.0801 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0801 — Governing Law.

322C.0801 GOVERNING LAW. Subdivision 1. Scope of foreign law. The law of the state or other jurisdiction under which a foreign limited liability company is formed governs: (1) the internal affairs of the company; and (2) the liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or other liabilities of the company. Subd. 2. Restriction on denial of certificate of authority. A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state. Subd. 3. No increase in foreign company's powers. A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state. History:   2014 c 157 art 1 s 55