reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.28 — Rules Of Construction.

322.28 RULES OF CONSTRUCTION.
The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter.
This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
This chapter shall not be so construed as to impair the obligations of any contract existing when the chapter became effective, nor to affect any action or proceeding begun or right accrued before this chapter became effective.
History:
(7380) 1919 c 498 s 28
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.29 — Rules For Cases Not Provided For.

322.29 RULES FOR CASES NOT PROVIDED FOR.
In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern.
History:
(7381) 1919 c 498 s 29
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.30 — Provisions For Existing Limited Partnerships.

322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS.
A limited partnership formed under any statute of this state prior to the adoption of this chapter may become a limited partnership under this chapter by complying with the provisions of section 322.02; provided the certificate sets forth:
(1) the amount of the original contribution of each limited partner, and the time when the contribution was made; and
(2) that the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
A limited partnership formed under any statute of this state prior to the adoption of this chapter, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of General Statutes 1913, chapter 57, except that such partnership shall not be renewed unless so provided in the original agreement.
History:
(7382) 1919 c 498 s 30
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.31 — Repeals.

322.31 REPEALS.
Except as affecting existing limited partnerships to the extent set forth in section 322.30, General Statutes 1913, chapter 57, is hereby repealed.
History:
(7383) 1919 c 498 s 31
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0101 — Citation.

322C.0101 CITATION.
This chapter may be cited as the "Minnesota Revised Uniform Limited Liability Company Act."
History:
2014 c 157 art 1 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0103 — Knowledge; Notice.

322C.0103 KNOWLEDGE; NOTICE.
Subdivision 1.
Knowledge of facts.
A person knows a fact when the person:
(1) has actual knowledge of it; or
(2) is deemed to know it under subdivision 4, clause (1), or law other than this chapter.
Subd. 2.
Notice of facts.
A person has notice of a fact when the person:
(1) has reason to know the fact from all of the facts known to the person at the time in question; or
(2) is deemed to have notice of the fact under subdivision 4, clause (2).
Subd. 3.
Notification of facts.
A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
Subd. 4.
Constructive notice.
A person that is not a member is deemed:
(1) to know of a limitation on authority to transfer real property as provided in section 322C.0302, subdivision 7; and
(2) to have notice of a limited liability company's:
(i) dissolution, 90 days after a statement of dissolution under section 322C.0702, subdivision 2, clause (2)(i), becomes effective;
(ii) termination, 90 days after a statement of termination under section 322C.0702, subdivision 2, clause (2)(vi), becomes effective; and
(iii) merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under sections 322C.1001 to 322C.1015 become effective.
History:
2014 c 157 art 1 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0104 — Nature, Purpose, And Duration Of Limited Liability Company.

322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY.
Subdivision 1.
Separate entity.
A limited liability company is an entity distinct from its members.
Subd. 2.
Permitted purposes.
Except for a nonprofit limited liability company subject to section 322C.1101, which must comply with that section, a limited liability company may have any lawful purpose.
Subd. 3.
Duration.
A limited liability company has perpetual duration.
History:
2014 c 157 art 1 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0106 — Governing Law.

322C.0106 GOVERNING LAW.
The law of this state governs:
(1) the internal affairs of a limited liability 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 a limited liability company.
History:
2014 c 157 art 1 s 6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0107 — Supplemental Principles Of Law.

322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW.
Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
History:
2014 c 157 art 1 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0109 — Reserved Name.

322C.0109 RESERVED NAME.
Subdivision 1.
Procedure.
A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company, by filing an application with the secretary of state. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a one-year period.
Subd. 2.
Transfer.
The owner of a name reserved for a limited liability company may transfer the reservation to another person by filing with the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee.
History:
2014 c 157 art 1 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0111 — Operating Agreement; Effect On Limited Liability Company And Persons Becoming Members; Preformation Agreement.

322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT.
Subdivision 1.
Company's assent not required.
A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement.
Subd. 2.
Deemed assent by all members.
A person that becomes a member of a limited liability company is deemed to assent to the operating agreement.
Subd. 3.
Preformation agreement.
Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement.
History:
2014 c 157 art 1 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0112 — Operating Agreement; Effect On Third Parties And Relationship To Records Effective On Behalf Of Limited Liability Company.

322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.
Subdivision 1.
Approval of third party.
An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition.
Subd. 2.
Transferees and dissociated members.
The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under section 322C.0503, subdivision 2, clause (2), to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member.
Subd. 3.
Ineffective provisions.
If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under section 322C.0110, subdivision 3, if contained in the operating agreement, the provision is likewise ineffective in the record.
Subd. 4.
Conflicting provisions.
Subject to subdivision 3, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement:
(1) the operating agreement prevails as to members, dissociated members, transferees, managers, and governors; and
(2) the record prevails as to other persons to the extent they reasonably rely on the record.
History:
2014 c 157 art 1 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0113 — Office And Agent For Service Of Process.

322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS.
Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36.
History:
2014 c 157 art 1 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0114 — Change Of Registered Office Or Agent For Service Of Process.

322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS.
Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
History:
2014 c 157 art 1 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0115 — Resignation Of Agent For Service Of Process.

322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
Every limited liability company registered agent may resign in the manner prescribed by section 5.36.
History:
2014 c 157 art 1 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0116 — Service Of Process On Limited Liability Company.

322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.
Subdivision 1.
Agent.
An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company.
Subd. 2.
Secretary of state.
If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the secretary of state is an agent of the company upon whom process, notice, or demand may be served.
Subd. 3.
Record of service.
A process, notice, or demand required or permitted by law to be served upon a company may be served upon the secretary of state as provided in section 5.25.
Subd. 4.
Other law not affected.
This section does not affect the right to serve process, notice, or demand in any other manner provided by law.
History:
2014 c 157 art 1 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0117 — Legal Recognition Of Electronic Records And Signatures.

322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
Subdivision 1.
Definitions.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
Subd. 2.
Electronic records and signatures.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
History:
2014 c 157 art 1 s 17
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0201 — Formation Of Limited Liability Company; Articles Of Organization.

322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.
Subdivision 1.
Organizers.
One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization.
Subd. 2.
Required contents of articles of organization.
Articles of organization must state:
(1) the name of the limited liability company, which must comply with section 322C.0108;
(2) the street address of the initial registered office and, if the limited liability company has an agent for the service of process, the name of the agent for service of process of the company at the registered office; and
(3) the name and street address of each organizer.
Subd. 3.
Optional contents of articles of organization.
Subject to section 322C.0112, subdivision 3, articles of organization may also contain statements as to matters other than those required by subdivision 2. However, a statement in articles of organization is not effective as a statement of authority.
Subd. 4.
Formation.
(a) A limited liability company is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135.
(b) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(c) The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.
History:
2014 c 157 art 1 s 18; 2015 c 39 s 30; 2016 c 135 art 4 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0202 — Amendment Or Restatement Of Articles Of Organization.

322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION.
Subdivision 1.
Timing of amendment.
Articles of organization may be amended or restated at any time.
Subd. 2.
Amendment procedure.
To amend its articles of organization, a limited liability company must file with the secretary of state an amendment stating:
(1) the name of the company;
(2) the changes the amendment makes to the articles of organization as most recently amended or restated; and
(3) a statement that the amendment was adopted pursuant to this chapter.
Subd. 3.
Restatement.
To restate its articles of organization, a limited liability company must file with the secretary of state a restatement, designated as such in its heading, stating:
(1) in the heading or an introductory paragraph, the company's present name; and
(2) the changes the restatement makes to the articles of organization as most recently amended or restated.
Subd. 4.
Date of effectuation.
Subject to sections 322C.0112, subdivision 3, and 322C.0205, subdivision 3, an amendment to or restatement of articles of organization is effective when filed with the secretary of state.
Subd. 5.
Inaccurate information.
If a member of a member-managed limited liability company, a manager of a manager-managed limited liability company, or a governor of a board-managed limited liability company, knows that any information in articles of organization filed with the secretary of state was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member, manager, or governor shall promptly:
(1) cause the articles to be amended; or
(2) if appropriate, file with the secretary of state a change of registered office under section 322C.0114.
History:
2014 c 157 art 1 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0203 — Signing Of Records To Be Filed With Secretary Of State.

322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE.
Subdivision 1.
Signing requirements.
A record filed with the secretary of state pursuant to this chapter must be signed as follows:
(1) Except as otherwise provided in clauses (2) through (5), a record signed on behalf of a limited liability company must be signed by a person authorized by the company.
(2) A limited liability company's initial articles of organization must be signed by at least one person acting as an organizer.
(3) A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company's activities under section 322C.0702, subdivision 3, or a person appointed under section 322C.0702, subdivision 4, to wind up those activities.
(4) A statement of denial by a person under section 322C.0303 must be signed by that person.
(5) Any other record must be signed by the person on whose behalf the record is filed with the secretary of state.
Subd. 2.
Signing by agent.
Any record filed under this chapter may be signed by an agent pursuant to section 5.15.
History:
2014 c 157 art 1 s 20; 2015 c 39 s 31
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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