There is a newer version of the Minnesota Statutes
2005 Minnesota Statutes - Chapter 322B — Limited liability companies
- Repealed, Renumbered, etc. Sections within Chapter 322B
- 322B.01 — Citation.
- 322B.02 — Laws not to apply.
- 322B.03 — Definitions.
- 322B.04 — Legal recognition of electronic records and signatures.
- 322B.10 — Purposes.
- 322B.105 — Organizers.
- 322B.11 — Member requirement.
- 322B.115 — Articles of organization.
- 322B.12 — Limited liability company name.
- 322B.125 — Reserved name.
- 322B.13 — Registered office and agent.
- 322B.135 — Change of registered office or agent.
- 322B.14 — Amendment of articles of organization.
- 322B.145 — Procedure for amendment before contribution.
- 322B.15 — Procedure for amendment after contribution.
- 322B.155 — Class or series voting on amendments.
- 322B.16 — Articles of amendment.
- 322B.165 — Effect of amendment.
- 322B.17 — Filing of articles of organization.
- 322B.175 — Effective date of articles of organization.
- 322B.18 — Presumption and certificate of organization.
- 322B.20 — Powers.
- 322B.21 — Limited liability company seal.
- 322B.22 — Effect of lack of power and ultra vires.
- 322B.23 — Transaction of business outside Minnesota.
- 322B.30 — Nature of a membership interest and statement of interest owned.
- 322B.303 — Personal liability of members as members.
- 322B.306 — Termination of a membership interest.
- 322B.31 — Assignment of financial rights.
- 322B.313 — Assignment of governance rights.
- 322B.316 — Effective date of assignments.
- 322B.32 — Rights of judgment creditor.
- 322B.323 — Powers of estate of a deceased or incompetent member.
- 322B.326 — Sharing of profits and losses.
- 322B.33 — Preemptive rights.
- 322B.333 — Regular meetings of members.
- 322B.336 — Special meetings of members.
- 322B.34 — Notice.
- 322B.343 — Remote communications for member meetings.
- 322B.346 — Act of members.
- 322B.35 — Action without a meeting.
- 322B.353 — Quorum.
- 322B.356 — Voting rights.
- 322B.36 — Voting by organizations and legal representatives.
- 322B.363 — Proxies.
- 322B.366 — Member voting agreements.
- 322B.37 — Member control agreements.
- 322B.373 — Required records and information.
- 322B.376 — Financial statements.
- 322B.38 — Equitable remedies.
- 322B.383 — Rights of dissenting members.
- 322B.386 — Procedures for asserting dissenters' rights.
- 322B.40 — Authorization, form and acceptance of contributions.
- 322B.41 — Restatement of value of previous contributions.
- 322B.42 — Contribution agreements.
- 322B.43 — Contribution allowance agreements.
- 322B.50 — Sharing of distributions.
- 322B.51 — Interim distributions.
- 322B.52 — Distribution in kind.
- 322B.53 — Status as a creditor.
- 322B.54 — Limitations on distribution.
- 322B.55 — Liability of members for illegal distributions.
- 322B.56 — Liability of governors for illegal distributions.
- 322B.60 — Organization.
- 322B.603 — Bylaws.
- 322B.606 — Board of governors.
- 322B.61 — Number.
- 322B.613 — Qualifications and election.
- 322B.616 — Terms.
- 322B.62 — Acts not void or voidable.
- 322B.623 — Compensation.
- 322B.626 — Classification of governors.
- 322B.63 — Voting for governors; cumulative voting.
- 322B.633 — Resignation.
- 322B.636 — Removal of governors.
- 322B.64 — Vacancies.
- 322B.643 — Board of governors meetings.
- 322B.646 — Absent governors.
- 322B.65 — Quorum.
- 322B.653 — Act of the board of governors.
- 322B.656 — Action without a meeting.
- 322B.66 — Committees.
- 322B.663 — Standard of conduct.
- 322B.666 — Governor conflicts of interest.
- 322B.67 — Managers required.
- 322B.673 — Duties of required managers.
- 322B.676 — Other managers.
- 322B.679 — Multiple managerial positions.
- 322B.68 — Managers considered elected.
- 322B.683 — Contract rights.
- 322B.686 — Resignation, removal and vacancy.
- 322B.689 — Delegation.
- 322B.69 — Standard of conduct.
- 322B.693 — Loans, guarantees and suretyship.
- 322B.696 — Advances.
- 322B.699 — Indemnification.
- 322B.70 — Merger, exchange, transfer.
- 322B.71 — Plan of merger or exchange.
- 322B.72 — Plan approval.
- 322B.73 — Articles of merger or exchange and certificate.
- 322B.74 — Abandonment.
- 322B.75 — Effective date of merger or exchange and effect.
- 322B.755 — Merger of domestic cooperative into a domestic limited liability company.
- 322B.76 — Merger or exchange with foreign corporation.
- 322B.77 — Transfer of assets and when permitted.
- 322B.78 — Conversion.
- 322B.80 — Dissolution.
- 322B.803 — Nonjudicial dissolution and termination by organizers.
- 322B.806 — Nonjudicial dissolution by members.
- 322B.81 — Filing notice of dissolution and effect.
- 322B.813 — Procedure in winding up.
- 322B.816 — Winding up procedure for limited liability companies that give notice to creditors and claimants.
- 322B.82 — Winding up procedure for limited liability companies that do not give notice to creditors and claimants.
- 322B.823 — Revocation of dissolution.
- 322B.826 — Effective date of termination and certificate of termination.
- 322B.83 — Supervised winding up and termination following a nonjudicial dissolution.
- 322B.833 — Judicial intervention and equitable remedies, dissolution, and termination.
- 322B.836 — Judicial intervention procedures.
- 322B.84 — Qualifications of receivers and powers.
- 322B.843 — Action by attorney general.
- 322B.846 — Filing claims in judicial intervention proceedings.
- 322B.85 — Discontinuance of proceedings for winding up through liquidation.
- 322B.853 — Decree of termination.
- 322B.856 — Filing decree.
- 322B.86 — Deposit with commissioner of finance of amount due certain members.
- 322B.863 — Claims barred and exceptions.
- 322B.866 — Right to sue or defend after termination.
- 322B.87 — Omitted assets.
- 322B.873 — Disposition of assets upon dissolution.
- 322B.876 — Service of process on limited liability company.
- 322B.88 — When a member is not a proper party.
- 322B.883 — State interested in proceedings.
- 322B.90 — Governing law.
- 322B.901 — Repealed, 1995 c 128 art 3 s 27
- 322B.905 — Name.
- 322B.91 — Application for certificate of authority.
- 322B.915 — Issuance of certificate of authority.
- 322B.92 — Amendments to the certificate of authority.
- 322B.925 — Registered agent and certain reports.
- 322B.93 — Certificate of withdrawal.
- 322B.935 — Revocation of certificate of authority.
- 322B.94 — Transaction of business without certificate of authority.
- 322B.945 — Transactions not constituting transacting business.
- 322B.95 — Action by attorney general.
- 322B.955 — Service of process.
- 322B.960 — Annual registration.
Disclaimer: These codes may not be the most recent version. Minnesota may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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