reglab/statecodes huggingface dataset:
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0802 — Application For Certificate Of Authority.

322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY.
Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:
(1) the name of the company and any alternate name adopted pursuant to section 322C.0805, subdivision 1;
(2) the name of the state or other jurisdiction under whose law the company is formed;
(3) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction under whose laws the company is formed;
(4) the street address of the company's principal place of business and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street address of the required office; and
(5) the name and street address of the company's initial registered office and agent for service of process in this state.
History:
2014 c 157 art 1 s 56
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0803 — Transactions Not Constituting Transacting Business.

322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.
Subdivision 1.
Activities not constituting transacting business.
A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including:
(1) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(2) holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(5) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate;
(6) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
(7) securing or collecting its debts or enforcing any rights in property securing them; or
(8) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
Subd. 2.
Property ownership.
For purposes of sections 322C.0801 to 322C.0809, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision 1, constitutes transacting business in this state.
Subd. 3.
Limitations.
This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
History:
2014 c 157 art 1 s 57
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0804 — Filing Of Certificate Of Authority.

322C.0804 FILING OF CERTIFICATE OF AUTHORITY.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company; prepare, sign, and file a certificate of authority to transact business in this state; and send an image of the filed certificate to the company or its representative.
History:
2014 c 157 art 1 s 58
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0805 — Noncomplying Name Of Foreign Limited Liability Company.

322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY.
Subdivision 1.
Noncomplying name.
A foreign limited liability company whose name does not comply with section 322C.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 322C.0108. A foreign limited liability company that adopts an alternate name under this subdivision and obtains a certificate of authority with the alternate name need not comply with section 333.01. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under section 333.01 to transact business in this state under another name. A foreign limited liability company may adopt an alternate name even if its name complies with section 322C.0108.
Subd. 2.
Change in name.
If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 322C.0108, it may not thereafter transact business in this state until it complies with subdivision 1 and obtains an amended certificate of authority.
History:
2014 c 157 art 1 s 59
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0806 — Revocation Of Certificate Of Authority.

322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY.
Subdivision 1.
Grounds.
The certificate of authority of a foreign limited liability company to transact business in this state shall be revoked by the secretary of state if it fails:
(1) to pay any fee due under the provisions of this chapter;
(2) to designate a registered agent when a vacancy occurs in that office, or when the appointed registered agent resigns or becomes disqualified or incapacitated;
(3) to file certificates of merger or name change, as required in section 322C.0805, subdivision 2; or
(4) to file an annual renewal.
Subd. 2.
Consequences of specific grounds for default.
On finding that a default has occurred under subdivision 1, clauses (1) to (3), the secretary of state shall notify the foreign limited liability company that the default exists and that its certificate of authority will be revoked unless the default shall be cured within 30 days.
Subd. 3.
Revocation duties of the secretary of state.
(1) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clause (4), for failure to file an annual renewal under section 5.34.
(2) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clauses (1) to (3), if the default is not cured within the time provided under subdivision 2; provided that for good cause shown the secretary of state may extend the 30-day period from time to time, but in no event may the aggregate of all extensions granted exceed 180 days or the period of time of any applicable extension granted by the Department of Revenue for filing the income tax return of the corporation, whichever is greater.
Subd. 4.
Related duties of secretary of state.
(1) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clauses (1) to (3), the secretary of state shall:
(i) issue a certificate of revocation; and
(ii) provide a notice of the revocation to the foreign limited liability company.
(2) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation, and the certificate must be filed in the Office of the Secretary of State. No further notice to the foreign limited liability company is required.
(3) The secretary of state shall also make the names of the revoked foreign limited liability companies available in an electronic format.
Subd. 5.
Authority to transact business ceases.
Upon the issuance of such certificate of revocation, the authority of the foreign limited liability company to transact business in this state shall cease.
History:
2014 c 157 art 1 s 60
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0807 — Withdrawal Of Foreign Limited Liability Company.

322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY.
Subdivision 1.
Application.
If a foreign limited liability company holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal.
Subd. 2.
Contents.
The application for withdrawal shall set forth:
(1) the name of the foreign limited liability company corporation and the state or country under the laws of which it is organized;
(2) that it has no property located in this state and has ceased to transact business therein;
(3) that its governing body has duly determined to surrender its authority to transact business in this state;
(4) that it revokes the authority of its registered agent in this state to accept service of process;
(5) the address to which the secretary of state shall mail a copy of any process against the foreign limited liability company that may be served upon the secretary of state;
(6) that it will pay to the commissioner of management and budget the amount of any additional license fees properly found by the secretary of state to be then due from such foreign limited liability company; and
(7) additional information required or demanded to enable the secretary of state to determine the additional license fees, if any, payable by the foreign limited liability company.
Subd. 3.
Execution.
The application for withdrawal shall be executed on behalf of the foreign limited liability company pursuant to section 322C.0203.
Subd. 4.
Filing.
The application for withdrawal shall be delivered to the secretary of state. Upon receiving and examining the same, and upon finding that it conforms to the provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other charges have been paid as required by law, file the same and shall issue and record a certificate of withdrawal. Upon the issuance of the certificate, the authority of the foreign limited liability company to transact business in this state shall cease.
Subd. 5.
Authority to transact business ceases.
The filing with the secretary of state by the corporation of a certificate of dissolution, or a certificate of merger if the foreign limited liability company is not the surviving limited liability company from the proper officer of the state or country under the laws of which the foreign limited liability company is organized, constitutes a valid application of withdrawal and the authority of the foreign limited liability company to transact business in this state shall cease upon filing of the certificate.
History:
2014 c 157 art 1 s 61
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0808 — Effect Of Failure To Have Certificate Of Authority.

322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY.
Subdivision 1.
Certificate of authority required.
A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
Subd. 2.
Actions not affected.
The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.
Subd. 3.
Limitation on liability.
A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.
Subd. 4.
Secretary of state as agent.
If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
History:
2014 c 157 art 1 s 62
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0809 — Action By Attorney General.

322C.0809 ACTION BY ATTORNEY GENERAL.
The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 322C.0801 to 322C.0809.
History:
2014 c 157 art 1 s 63
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0810 — Amendment Of Foreign Registration Statement.

322C.0810 AMENDMENT OF FOREIGN REGISTRATION STATEMENT.
A registered foreign limited liability company shall deliver to the secretary of state for filing an amendment to its foreign registration statement if there is a change in:
(1) the name of the company;
(2) the company's jurisdiction of formation;
(3) an address required by section 322C.0802, clause (4); or
(4) the information required by section 322C.0802, clause (5).
History:
2018 c 103 s 29
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0901 — Direct Action By Member.

322C.0901 DIRECT ACTION BY MEMBER.
Subdivision 1.
Direct actions allowed.
Subject to subdivision 2, a member may maintain a direct action against another member, a manager, a governor, or the limited liability company to enforce the member's rights and otherwise protect the member's interests, including rights and interests under the operating agreement or this chapter or arising independently of the membership relationship.
Subd. 2.
Action requirements.
A member maintaining a direct action under this section must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.
History:
2014 c 157 art 1 s 64
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0902 — Derivative Action.

322C.0902 DERIVATIVE ACTION.
A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, the managers of a manager-managed limited liability company, or the board of governors of a board-managed limited liability company requesting that they cause the company to bring an action to enforce the right, and the member, manager, or board does not bring the action within a reasonable time; or
(2) a demand under clause (1) would be futile.
History:
2014 c 157 art 1 s 65; 2015 c 39 s 38
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0903 — Proper Plaintiff.

322C.0903 PROPER PLAINTIFF.
Subdivision 1.
Member status required.
Except as otherwise provided in subdivision 2, a derivative action under section 322C.0902 may be maintained only by a person that is a member at the time the action is commenced and remains a member while the action continues.
Subd. 2.
Effect of plaintiff death.
If the sole plaintiff in a derivative action dies while the action is pending, the court may permit another member of the limited liability company to be substituted as plaintiff.
History:
2014 c 157 art 1 s 66
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0904 — Pleading.

322C.0904 PLEADING.
In a derivative action under section 322C.0902, the complaint must state with particularity:
(1) the date and content of the plaintiff's demand and the response to the demand by the other members, managers, or board of governors; or
(2) if a demand has not been made, the reasons a demand under section 322C.0902, clause (1), would be futile.
History:
2014 c 157 art 1 s 67
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.0906 — Proceeds And Expenses.

322C.0906 PROCEEDS AND EXPENSES.
Subdivision 1.
Ownership of proceeds.
Except as otherwise provided in subdivision 2:
(1) any proceeds or other benefits of a derivative action under section 322C.0902, whether by judgment, compromise, or settlement, belong to the limited liability company and not to the plaintiff; and
(2) if the plaintiff receives any proceeds, the plaintiff shall remit them immediately to the company.
Subd. 2.
Expenses awarded.
If a derivative action under section 322C.0902 is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney fees and costs, from the recovery of the limited liability company.
History:
2014 c 157 art 1 s 69
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1002 — Merger; Exchange.

322C.1002 MERGER; EXCHANGE.
Subdivision 1.
Prerequisites for merger.
A limited liability company may merge with one or more other constituent organizations pursuant to this section, sections 322C.1003 to 322C.1005, and a plan of merger if:
(1) the governing statute of each of the other organizations authorizes the merger;
(2) the merger is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other organizations complies with its governing statute in effecting the merger.
Subd. 2.
Prerequisites for exchange.
A limited liability company may engage in an exchange with one or more other constituent organizations pursuant to this section by which one of the constituent organizations acquires all of the ownership interests of one or more classes or series of another constituent organization pursuant to this section, sections 322C.1003 to 322C.1005, and a plan of exchange if:
(1) the governing statute of each of the other constituent organizations authorizes the exchange;
(2) the exchange is not prohibited by the law of a jurisdiction that enacted any of the governing statutes; and
(3) each of the other constituent organizations complies with its governing statute in effecting the exchange.
Subd. 3.
Plan of merger or exchange.
A plan of merger or exchange must be in a record and must include:
(1) the name and form of each constituent organization and:
(i) in the case of a merger, the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; and
(ii) in the case of an exchange, the name of the acquiring organization;
(2)(i) in the case of a merger, the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; and
(ii) in the case of an exchange, the terms and conditions of the exchange, including the manner and basis of exchanging the ownership interests to be acquired for securities of, or other ownership interests in, the acquiring organization or any other organization or, in whole or part, for money or other property;
(3) in the case of a merger, if the surviving organization is to be created by the merger, the surviving organization's organizational documents that are proposed to be in a record;
(4) in the case of a merger, if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents that are, or are proposed to be, in a record; and
(5) any other provisions with respect to the proposed merger or exchange that are considered necessary or desirable.
History:
2014 c 157 art 1 s 71
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1003 — Action On Plan Of Merger Or Exchange By Constituent Limited Liability Company.

322C.1003 ACTION ON PLAN OF MERGER OR EXCHANGE BY CONSTITUENT LIMITED LIABILITY COMPANY.
Subdivision 1.
Member consent required.
Subject to section 322C.1015, a plan of merger or exchange must be consented to by all the members of a constituent limited liability company.
Subd. 2.
Amendment of plan or abandonment of merger or exchange.
Subject to section 322C.1015 and any contractual rights, after a merger or exchange is approved, and at any time before the merger or exchange becomes effective according to this chapter, a constituent limited liability company may amend the plan or abandon the merger or exchange:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan.
History:
2014 c 157 art 1 s 72
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1005 — Effect Of Merger.

322C.1005 EFFECT OF MERGER.
Subdivision 1.
Effect on constituent organizations.
When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vests in the surviving organization;
(4) all debts, obligations, or other liabilities of each constituent organization that ceases to exist continue as debts, obligations, or other liabilities of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect;
(8) except as otherwise agreed, if a constituent limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 322C.0701 to 322C.0707;
(9) if the surviving organization is created by the merger:
(i) if it is a limited liability company, the articles of organization become effective; or
(ii) if it is an organization other than a limited liability company, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexisted the merger, any amendments provided for in the articles of merger or the organizational document that created the organization become effective.
Subd. 2.
Foreign organization.
A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by a constituent organization if before the merger the constituent organization was subject to suit in this state on the debt, obligation, or other liability. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 322C.0116, subdivisions 3 and 4.
History:
2014 c 157 art 1 s 74
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1006 — Effect Of Exchange.

322C.1006 EFFECT OF EXCHANGE.
When an exchange becomes effective, the membership interests in a limited liability company to be exchanged under the terms of the plan are considered to be exchanged. The members owning those membership interests are entitled only to the ownership interests, securities, money, or other property into which those membership interests have been converted or for which those membership interests have been exchanged according to the plan.
History:
2014 c 157 art 1 s 75
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1007 — Conversion.

322C.1007 CONVERSION.
Subdivision 1.
Conversion requirements.
Pursuant to this section, sections 322C.1008 to 322C.1010, and a plan of conversion, an organization other than a limited liability company, a foreign limited liability company, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose, may convert to a limited liability company other than a nonprofit limited liability company, and a limited liability company other than a nonprofit limited liability company may convert to an organization other than a foreign limited liability company, or a corporation governed by chapter 304A, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
Subd. 2.
Contents of plan of conversion.
A plan of conversion must be in a record and must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
History:
2014 c 157 art 1 s 76; 2015 c 39 s 41; 2016 c 135 art 4 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1008 — Action On Plan Of Conversion By Converting Limited Liability Company.

322C.1008 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED LIABILITY COMPANY.
Subdivision 1.
Member consent required.
Subject to section 322C.1015, a plan of conversion must be consented to by all the members of a converting limited liability company.
Subd. 2.
Amendment of plan or abandonment of conversion.
Subject to section 322C.1015 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 322C.1009, a converting limited liability company may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
History:
2014 c 157 art 1 s 77
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1009 — Filings Required For Conversion; Effective Date And Time.

322C.1009 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
Subdivision 1.
Articles of conversion.
After a plan of conversion is approved:
(1) if the converting organization is a converting limited liability company, the converting limited liability company shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include:
(i) a statement that the limited liability company is converting into another organization;
(ii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iii) the time the conversion is effective under the governing statute of the converted organization;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 322C.1010, subdivision 3; and
(2) if the converting organization is not a converting limited liability company, the converting organization shall file articles of conversion with the secretary of state, together with a total fee of $60, which articles of conversion must be signed as provided in section 322C.0203, subdivision 1, and must include:
(i) articles of organization for the limited liability company into which the converting organization is converting, which articles of organization must include the information required by section 322C.0201, subdivision 2, clauses (1) and (2);
(ii) a statement that the converting organization is converting into a limited liability company from another organization;
(iii) the name and form of the converting organization and the jurisdiction of its governing statute; and
(iv) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
Subd. 2.
Effective date and time of conversion.
A conversion becomes effective:
(1) if the converted organization is a limited liability company, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and
(2) if the converted organization is not a limited liability company, as provided by the governing statute of the converted organization.
Subd. 3.
Certificate.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion.
History:
2014 c 157 art 1 s 78; 2015 c 39 s 42