Minn. Stat. ch. 322C – Minnesota Revised Uniform Limited Liability Company | Midpage

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Chapter 322C

Minn. Stat. ch. 322C

Minnesota Revised Uniform Limited Liability Company

322C.0101Citation 322C.0102Definitions 322C.0103Knowledge; Notice 322C.0104Nature, Purpose, and Duration of Limited Liability Company 322C.0105Powers 322C.0106Governing Law 322C.0107Supplemental Principles of Law 322C.0108Limited Liability Company Name 322C.0109Reserved Name 322C.0110Operating Agreement; Scope, Function, and Limitations 322C.0111Operating Agreement; Effect on Limited Liability Company and Persons Becoming Members; Preformation Agreement 322C.0112Operating Agreement; Effect on Third Parties and Relationship to Records Effective on Behalf of Limited Liability Company 322C.0113Office and Agent for Service of Process 322C.0114Change of Registered Office or Agent for Service of Process 322C.0115Resignation of Agent for Service of Process 322C.0116Service of Process on Limited Liability Company 322C.0117Legal Recognition of Electronic Records and Signatures 322C.0201Formation of Limited Liability Company; Articles of Organization 322C.0202Amendment or Restatement of Articles of Organization 322C.0203Signing of Records to Be Filed with Secretary of State 322C.0204Signing and Filing Pursuant to Judicial Order 322C.0205Filing of Records with Secretary of State; Effective Time and Date 322C.0206Liability for Inaccurate Information in Filed Record 322C.0207Certificate of Existence or Authorization 322C.0208Annual Report for Secretary of State 322C.0301No Agency Power of Member as Member 322C.0302Statement of Authority 322C.0303Statement of Denial 322C.0304Liability of Members, Managers, and Governors 322C.0401Becoming a Member 322C.0402Form of Contribution 322C.0403Liability for Contributions 322C.0404Sharing of and Right to Distributions Before Dissolution 322C.0405Limitations on Distribution 322C.0406Liability for Improper Distributions 322C.0407Management of Limited Liability Company 322C.0408Indemnification and Insurance 322C.0409Standards of Conduct for Members, Managers, and Governors 322C.0410Right of Members, Managers, Governors, and Dissociated Members to Information 322C.0501Nature of Transferable Interest 322C.0502Transfer of Transferable Interest 322C.0503Charging Order 322C.0504Power of Personal Representative of Deceased Member 322C.0601Member's Power to Dissociate; Wrongful Dissociation 322C.0602Events Causing Dissociation 322C.0603Effect of Person's Dissociation as Member 322C.0701Events Causing Dissolution 322C.0702Winding Up 322C.0703Known Claims Against Dissolved Limited Liability Company 322C.0704Other Claims Against Dissolved Limited Liability Company 322C.0705Administrative Termination 322C.0706Reinstatement 322C.0707Distribution of Assets in Winding Up Limited Liability Company's Activities 322C.0708Action by Attorney General 322C.0801Governing Law 322C.0802Application for Certificate of Authority 322C.0803Transactions Not Constituting Transacting Business 322C.0804Filing of Certificate of Authority 322C.0805Noncomplying Name of Foreign Limited Liability Company 322C.0806Revocation of Certificate of Authority 322C.0807Withdrawal of Foreign Limited Liability Company 322C.0808Effect of Failure to Have Certificate of Authority 322C.0809Action by Attorney General 322C.0810Amendment of Foreign Registration Statement 322C.0901Direct Action by Member 322C.0902Derivative Action 322C.0903Proper Plaintiff 322C.0904Pleading 322C.0905Special Litigation Committee 322C.0906Proceeds and Expenses 322C.1001Definitions 322C.1002Merger; Exchange 322C.1003Action on Plan of Merger or Exchange by Constituent Limited Liability Company 322C.1004Filings Required for Merger or Exchange; Effective Date and Time 322C.1005Effect of Merger 322C.1006Effect of Exchange 322C.1007Conversion 322C.1008Action on Plan of Conversion by Converting Limited Liability Company 322C.1009Filings Required for Conversion; Effective Date and Time 322C.1010Effect of Conversion 322C.1011Domestication 322C.1012Action on Plan of Domestication by Domesticating Limited Liability Company 322C.1013Filings Required for Domestication; Effective Date 322C.1014Effect of Domestication 322C.1015Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications 322C.1016Merger of Wholly Owned Subsidiaries 322C.1101Nonprofit Limited Liability Companies 322C.1201Uniformity of Application and Construction 322C.1202Relation to Electronic Signatures in Global and National Commerce Act 322C.1203Savings Clause 322C.1204Application to Existing Relationships 322C.1205State Interested in Proceeding