reglab/housing_qa huggingface dataset:
MN Stat § 322C.0204 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0204 — Signing And Filing Pursuant To Judicial Order.

322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. Subdivision 1. Process. If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, any other person that is aggrieved may petition the appropriate court to order: (1) the person to sign the record; (2) the person to file the record with the secretary of state for filing; or (3) the secretary of state to file the record unsigned. Subd. 2. Joinder of limited liability company. If a petitioner under subdivision 1 is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action. History:   2014 c 157 art 1 s 21
MN Stat § 322C.0205 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0205 — Filing Of Records With Secretary Of State; Effective Time And Date.

322C.0205 FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE. Subdivision 1. Delivery requirements. A record authorized or required to be filed with the secretary of state under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fee of $35 or any filing fee specified in this chapter for the filing has been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and: (1) for a statement of denial under section 322C.0303, send an image of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and (2) for all other records, send an image of the filed record to the person on whose behalf the record was filed. Subd. 2. Certified copy to requester. Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record. Subd. 3. Effective date and time. Except as otherwise provided in sections 322C.0115, 322C.0201, subdivision 4, paragraph (a), and 322C.0206, a record filed with the secretary of state under this chapter may specify an effective time and a delayed effective date. Subject to sections 322C.0115, 322C.0201, subdivision 4, paragraph (a), and 322C.0206, a record filed with the secretary of state is effective: (1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state's endorsement of the date and time on the record; (2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record; (3) if the record specifies a delayed effective date but not an effective time, at 11:59 p.m. on the earlier of: (i) the specified date; or (ii) the 90th day after the record is filed; or (4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of: (i) the specified date; or (ii) the 90th day after the record is filed. History:  2014 c 157 art 1 s 22; 2016 c 135 art 4 s 17
MN Stat § 322C.0206 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0206 — Liability For Inaccurate Information In Filed Record.

322C.0206 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD. Subdivision 1. Persons liable. If a record filed with the secretary of state under this chapter contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and (2) subject to subdivision 2, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if: (i) the record was filed with the secretary of state on behalf of the company; and (ii) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have: (A) effected an amendment under section 322C.0202; (B) filed a petition under section 322C.0204; or (C) filed with the secretary of state a statement under section 5.36, subdivision 3, or articles of correction under section 5.16. Subd. 2. Excepted members. To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records filed with the secretary of state under this chapter and imposes that responsibility on one or more other members, the liability stated in subdivision 1, clause (2), applies to those other members and not to the member that the operating agreement relieves of the responsibility. Subd. 3. Penalty of perjury. An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate. History:   2014 c 157 art 1 s 23
MN Stat § 322C.0207 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0207 — Certificate Of Existence Or Authorization.

322C.0207 CERTIFICATE OF EXISTENCE OR AUTHORIZATION. The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company pursuant to section 5.12. History:   2014 c 157 art 1 s 24
MN Stat § 322C.0208 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0208 — Annual Report For Secretary Of State.

322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE. (a) The secretary of state may send annually to each limited liability company, using the information provided by the limited liability company and foreign limited liability company pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the need to file the annual renewal and informing the limited liability company that the annual renewal may be filed online and that paper filings may also be made, and informing the limited liability company that failing to file the annual renewal will result in an administrative termination of the limited liability company or the revocation of the authority of the limited liability company and foreign limited liability company to do business in Minnesota. (b) Each calendar year beginning in the calendar year following the calendar year in which a limited liability company and foreign limited liability company files articles of organization, a limited liability company and foreign limited liability company must file with the secretary of state by December 31 of each calendar year a renewal containing the items required by section 5.34. Notwithstanding section 322C.0205, subdivision 1, no fee is required to file an annual renewal. History:  2014 c 157 art 1 s 25; 2016 c 135 art 4 s 18
MN Stat § 322C.0301 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0301 — No Agency Power Of Member As Member.

322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER. Subdivision 1. No automatic agency. A member is not an agent of a limited liability company solely by reason of being a member. Subd. 2. Other law not affected. A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct. History:   2014 c 157 art 1 s 26
MN Stat § 322C.0303 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0303 — Statement Of Denial.

322C.0303 STATEMENT OF DENIAL. A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that: (1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and (2) denies the grant of authority. History:   2014 c 157 art 1 s 28
MN Stat § 322C.0304 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0304 — Liability Of Members, Managers, And Governors.

322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS. Subdivision 1. Liability shield for members, managers, and governors. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise: (1) are solely the debts, obligations, or other liabilities of the company; and (2) do not become the debts, obligations, or other liabilities of a member, manager, or governor solely by reason of the member acting as a member, manager acting as a manager, or governor acting as a governor. Subd. 2. Effect of lack of formalities. The failure of a limited liability company to observe formalities relating exclusively to the management of its internal affairs is not a ground for imposing liability on the members, managers, or governors for the debts, obligations, or other liabilities of the company. Subd. 3. Piercing the veil. Except as relates to the failure of a limited liability company to observe any formalities relating exclusively to the management of its internal affairs, the case law that states the conditions and circumstances under which the corporate veil of a corporation may be pierced under Minnesota law also applies to limited liability companies. History:   2014 c 157 art 1 s 29
MN Stat § 322C.0401 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0401 — Becoming A Member.

322C.0401 BECOMING A MEMBER. Subdivision 1. One initial member. If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member. Subd. 2. Multiple initial members. If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons. Subd. 3. Shelf limited liability company. If a limited liability company is to have no members upon formation, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members. Subd. 4. Subsequent members. After a limited liability company has or has had at least one member, a person becomes a member: (1) as provided in the operating agreement; (2) as the result of a transaction effective under sections 322C.1001 to 322C.1015; (3) with the consent of all the members; or (4) if, within 90 consecutive days after the company ceases to have any members: (i) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and (ii) the designated person consents to become a member. Subd. 5. Neither transferable interest nor contribution required. A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company. History:   2014 c 157 art 1 s 30
MN Stat § 322C.0402 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0402 — Form Of Contribution.

322C.0402 FORM OF CONTRIBUTION. A contribution may consist of tangible or intangible property or other benefit to a limited liability company, including money, services performed, promissory notes, other agreements to contribute money or property, and contracts for services to be performed. History:   2014 c 157 art 1 s 31
MN Stat § 322C.0403 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0403 — Liability For Contributions.

322C.0403 LIABILITY FOR CONTRIBUTIONS. Subdivision 1. Impracticability no excuse. A person's obligation to make a contribution to a limited liability company is not excused by the person's death, disability, or other inability to perform personally. If a person does not make a required contribution, the person or the person's estate is obligated to contribute money equal to the value of the part of the contribution which has not been made, at the option of the company. Subd. 2. Creditor enforcement. A creditor of a limited liability company which extends credit or otherwise acts in reliance on an obligation described in subdivision 1 may enforce the obligation. History:   2014 c 157 art 1 s 32
MN Stat § 322C.0404 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0404 — Sharing Of And Right To Distributions Before Dissolution.

322C.0404 SHARING OF AND RIGHT TO DISTRIBUTIONS BEFORE DISSOLUTION. Subdivision 1. Equal distributions. Subject to section 322C.1204, subdivision 3, clause (3), items (i) through (iv), any distributions made by a limited liability company before its dissolution and winding up must be in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 322C.0502 and any charging order in effect under section 322C.0503. Subd. 2. Interim distributions. A person has a right to a distribution before the dissolution and winding up of a limited liability company only if the company decides to make an interim distribution. A person's dissociation does not entitle the person to a distribution. Subd. 3. Form of distributions. A person does not have a right to demand or receive a distribution from a limited liability company in any form other than money. Except as otherwise provided in section 322C.0707, subdivision 3, a limited liability company may distribute an asset in kind if each part of the asset is fungible with each other part and each person receives a percentage of the asset equal in value to the person's share of distributions. Subd. 4. Parity with creditors. If a member or transferee becomes entitled to receive a distribution, the member or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited liability company with respect to the distribution. History:  2014 c 157 art 1 s 33; 2015 c 39 s 32
MN Stat § 322C.0405 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0405 — Limitations On Distribution.

322C.0405 LIMITATIONS ON DISTRIBUTION. Subdivision 1. Distribution restrictions. A limited liability company may not make a distribution if after the distribution: (1) the company would not be able to pay its debts as they become due in the ordinary course of the company's activities; or (2) the company's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the company were to be dissolved, wound up, and terminated at the time of the distribution, to satisfy the preferential rights upon dissolution, winding up, and termination of members whose preferential rights are superior to those of persons receiving the distribution. Subd. 2. Basis for decision. A limited liability company may base a determination that a distribution is not prohibited under subdivision 1 on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable under the circumstances. Subd. 3. Effect of distribution. Except as otherwise provided in subdivision 6, the effect of a distribution under subdivision 1 is measured: (1) in the case of a distribution by purchase, redemption, or other acquisition of a transferable interest in the company, as of the date money or other property is transferred or debt incurred by the company; and (2) in all other cases, as of the date: (i) the distribution is authorized, if the payment occurs within 120 days after that date; or (ii) the payment is made, if the payment occurs more than 120 days after the distribution is authorized. Subd. 4. Equivalent to unsecured creditors. A limited liability company's indebtedness to a member incurred by reason of a distribution made according to this section is at parity with the company's indebtedness to its general, unsecured creditors. Subd. 5. Exclusion from calculated indebtedness. A limited liability company's indebtedness, including indebtedness issued in connection with or as part of a distribution, is not a liability for purposes of subdivision 1 if the terms of the indebtedness provide that payment of principal and interest are made only to the extent that a distribution could be made to members under this section. Subd. 6. Indebtedness as distribution.  If indebtedness is issued as a distribution, each payment of principal or interest on the indebtedness is treated as a distribution, the effect of which is measured on the date the payment is made. Subd. 7. Compensation not distribution.  In subdivision 1, "distribution" does not include amounts constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business under a bona fide retirement plan or other benefits program. History:   2014 c 157 art 1 s 34
MN Stat § 322C.0406 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0406 — Liability For Improper Distributions.

322C.0406 LIABILITY FOR IMPROPER DISTRIBUTIONS. Subdivision 1. Personal liability for decision makers. Except as otherwise provided in subdivision 2, if a member of a member-managed limited liability company, manager of a manager-managed limited liability company, or governor of a board-managed limited liability company consents to a distribution made in violation of section 322C.0405 and in consenting to the distribution fails to comply with section 322C.0409, the member, manager, or governor is personally liable to the company for the amount of the distribution that exceeds the amount that could have been distributed without the violation of section 322C.0405. Subd. 2. Liability exception. To the extent the operating agreement of a member-managed limited liability company expressly relieves a member of the authority and responsibility to consent to distributions and imposes that authority and responsibility on one or more other members, the liability stated in subdivision 1 applies to the other members and not the member that the operating agreement relieves of authority and responsibility. Subd. 3. Liability of recipients. A person that receives a distribution knowing that the distribution to that person was made in violation of section 322C.0405 is personally liable to the limited liability company but only to the extent that the distribution received by the person exceeded the amount that could have been properly paid under section 322C.0405. Subd. 4. Impleading. A person against which an action is commenced because the person is liable under subdivision 1 may: (1) implead any other person that is subject to liability under subdivision 1 and seek to compel pro rata contribution from the person in that action to the extent of the person's liability as provided in subdivision 1; and (2) implead any person that received a distribution in violation of section 322C.0405 and seek to compel contribution from the person in the amount by which the distribution received by the person exceeded the amount that could have been properly paid under section 322C.0405. Subd. 5. Statute of limitations. An action under this section is barred if not commenced within two years after the distribution. History:   2014 c 157 art 1 s 35
MN Stat § 322C.0501 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0501 — Nature Of Transferable Interest.

322C.0501 NATURE OF TRANSFERABLE INTEREST. A transferable interest is personal property. History:   2014 c 157 art 1 s 40