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Section 322C.0101 — Citation. - This chapter may be cited as the "Minnesota Revised Uniform...
Section 322C.0102 — Definitions. - Subdivision 1. Application. For purposes of this chapter, the terms...
Section 322C.0103 — Knowledge; Notice. - Subdivision 1. Knowledge of facts. A person knows a fact...
Section 322C.0104 — Nature, Purpose, And Duration Of Limited Liability Company. - Subdivision 1. Separate entity. A limited liability company is an...
Section 322C.0105 — Powers. - Subdivision 1. Powers generally. Except as provided in subdivision 2,...
Section 322C.0106 — Governing Law. - The law of this state governs: (1) the internal affairs...
Section 322C.0107 — Supplemental Principles Of Law. - Unless displaced by particular provisions of this chapter, the principles...
Section 322C.0108 — Limited Liability Company Name. - Subdivision 1. Requirements and prohibitions. The limited liability company name...
Section 322C.0109 — Reserved Name. - Subdivision 1. Procedure. A person may reserve the exclusive use...
Section 322C.0110 — Operating Agreement; Scope, Function, And Limitations. - Subdivision 1. Operating agreement. Except as otherwise provided in subdivisions...
Section 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...
Section 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...
Section 322C.0113 — Office And Agent For Service Of Process. - Every limited liability company shall have a registered office and...
Section 322C.0114 — Change Of Registered Office Or Agent For Service Of Process. - Every limited liability company may change its registered office or...
Section 322C.0115 — Resignation Of Agent For Service Of Process. - Every limited liability company registered agent may resign in the...
Section 322C.0116 — Service Of Process On Limited Liability Company. - Subdivision 1. Agent. An agent for service of process appointed...
Section 322C.0117 — Legal Recognition Of Electronic Records And Signatures. - Subdivision 1. Definitions. (a) For purposes of this section, the...
Section 322C.0201 — Formation Of Limited Liability Company; Articles Of Organization. - Subdivision 1. Organizers. One or more persons may act as...
Section 322C.0202 — Amendment Or Restatement Of Articles Of Organization. - Subdivision 1. Timing of amendment. Articles of organization may be...
Section 322C.0203 — Signing Of Records To Be Filed With Secretary Of State. - Subdivision 1. Signing requirements. A record filed with the secretary...
Section 322C.0204 — Signing And Filing Pursuant To Judicial Order. - Subdivision 1. Process. If a person required by this chapter...
Section 322C.0205 — Filing Of Records With Secretary Of State; Effective Time And Date. - Subdivision 1. Delivery requirements. A record authorized or required to...
Section 322C.0206 — Liability For Inaccurate Information In Filed Record. - Subdivision 1. Persons liable. If a record filed with the...
Section 322C.0207 — Certificate Of Existence Or Authorization. - The secretary of state, upon request and payment of the...
Section 322C.0208 — Annual Report For Secretary Of State. - (a) The secretary of state may send annually to each...
Section 322C.0301 — No Agency Power Of Member As Member. - Subdivision 1. No automatic agency. A member is not an...
Section 322C.0302 — Statement Of Authority. - Subdivision 1. Filing of statement with secretary of state; contents....
Section 322C.0303 — Statement Of Denial. - A person named in a filed statement of authority granting...
Section 322C.0304 — Liability Of Members, Managers, And Governors. - Subdivision 1. Liability shield for members, managers, and governors. The...
Section 322C.0401 — Becoming A Member. - Subdivision 1. One initial member. If a limited liability company...
Section 322C.0402 — Form Of Contribution. - A contribution may consist of tangible or intangible property or...
Section 322C.0403 — Liability For Contributions. - Subdivision 1. Impracticability no excuse. A person's obligation to make...
Section 322C.0404 — Sharing Of And Right To Distributions Before Dissolution. - Subdivision 1. Equal distributions. Subject to section 322C.1204, subdivision 3,...
Section 322C.0405 — Limitations On Distribution. - Subdivision 1. Distribution restrictions. A limited liability company may not...
Section 322C.0406 — Liability For Improper Distributions. - Subdivision 1. Personal liability for decision makers. Except as otherwise...
Section 322C.0407 — Management Of Limited Liability Company. - Subdivision 1. Member-managed default. Except as provided in section 322C.1101,...
Section 322C.0408 — Indemnification And Insurance. - Subdivision 1. Definitions. (a) For purposes of this section, the...
Section 322C.0409 — Standards Of Conduct For Members, Managers, And Governors. - Subdivision 1. Scope of duties. A member of a member-managed...
Section 322C.0410 — Right Of Members, Managers, Governors, And Dissociated Members To Information. - Subdivision 1. Member-managed company rules. In a member-managed limited liability...
Section 322C.0501 — Nature Of Transferable Interest. - A transferable interest is personal property. 2014 c 157 art...
Section 322C.0502 — Transfer Of Transferable Interest. - Subdivision 1. Transfers. A transfer, in whole or in part,...
Section 322C.0503 — Charging Order. - Subdivision 1. Charging order against transferable interest. On application by...
Section 322C.0504 — Power Of Personal Representative Of Deceased Member. - If a member dies, the deceased member's personal representative or...
Section 322C.0601 — Member's Power To Dissociate; Wrongful Dissociation. - Subdivision 1. Power to dissociate. A person has the power...
Section 322C.0602 — Events Causing Dissociation. - A person is dissociated as a member from a limited...
Section 322C.0603 — Effect Of Person's Dissociation As Member. - Subdivision 1. Effect of dissociation. When a person is dissociated...
Section 322C.0701 — Events Causing Dissolution. - Subdivision 1. Dissolution events. A limited liability company is dissolved,...
Section 322C.0702 — Winding Up. - Subdivision 1. Winding up required. A dissolved limited liability company...
Section 322C.0703 — Known Claims Against Dissolved Limited Liability Company. - Subdivision 1. Notice of known claims. Except as otherwise provided...
Section 322C.0704 — Other Claims Against Dissolved Limited Liability Company. - Subdivision 1. Publication of notice. A dissolved limited liability company...
Section 322C.0705 — Administrative Termination. - (a) A domestic limited liability company that has not filed...
Section 322C.0706 — Reinstatement. - (a) If a limited liability company is administratively terminated or...
Section 322C.0707 — Distribution Of Assets In Winding Up Limited Liability Company's Activities. - Subdivision 1. Application of assets to discharge obligations. In winding...
Section 322C.0708 — Action By Attorney General. - Subdivision 1. When permitted. A limited liability company may be...
Section 322C.0801 — Governing Law. - Subdivision 1. Scope of foreign law. The law of the...
Section 322C.0802 — Application For Certificate Of Authority. - Before transacting business in this state, a foreign limited liability...
Section 322C.0803 — Transactions Not Constituting Transacting Business. - Subdivision 1. Activities not constituting transacting business. A foreign limited...
Section 322C.0804 — Filing Of Certificate Of Authority. - Unless the secretary of state determines that an application for...
Section 322C.0805 — Noncomplying Name Of Foreign Limited Liability Company. - Subdivision 1. Noncomplying name. A foreign limited liability company whose...
Section 322C.0806 — Revocation Of Certificate Of Authority. - Subdivision 1. Grounds. The certificate of authority of a foreign...
Section 322C.0807 — Withdrawal Of Foreign Limited Liability Company. - Subdivision 1. Application. If a foreign limited liability company holding...
Section 322C.0808 — Effect Of Failure To Have Certificate Of Authority. - Subdivision 1. Certificate of authority required. A foreign limited liability...
Section 322C.0809 — Action By Attorney General. - The attorney general may maintain an action to enjoin a...
Section 322C.0810 — Amendment Of Foreign Registration Statement. - A registered foreign limited liability company shall deliver to the...
Section 322C.0901 — Direct Action By Member. - Subdivision 1. Direct actions allowed. Subject to subdivision 2, a...
Section 322C.0902 — Derivative Action. - A member may maintain a derivative action to enforce a...
Section 322C.0903 — Proper Plaintiff. - Subdivision 1. Member status required. Except as otherwise provided in...
Section 322C.0904 — Pleading. - In a derivative action under section 322C.0902, the complaint must...
Section 322C.0905 — Special Litigation Committee. - Subdivision 1. Committee authorization. If a limited liability company is...
Section 322C.0906 — Proceeds And Expenses. - Subdivision 1. Ownership of proceeds. Except as otherwise provided in...
Section 322C.1001 — Definitions. - Subdivision 1. Scope. For the purposes of sections 322C.1001 to...
Section 322C.1002 — Merger; Exchange. - Subdivision 1. Prerequisites for merger. A limited liability company may...
Section 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...
Section 322C.1004 — Filings Required For Merger Or Exchange; Effective Date And Time. - Subdivision 1. Articles of merger or exchange. After each constituent...
Section 322C.1005 — Effect Of Merger. - Subdivision 1. Effect on constituent organizations. When a merger becomes...
Section 322C.1006 — Effect Of Exchange. - When an exchange becomes effective, the membership interests in a...
Section 322C.1007 — Conversion. - Subdivision 1. Conversion requirements. Pursuant to this section, sections 322C.1008...
Section 322C.1008 — Action On Plan Of Conversion By Converting Limited Liability Company. - Subdivision 1. Member consent required. Subject to section 322C.1015, a...
Section 322C.1009 — Filings Required For Conversion; Effective Date And Time. - Subdivision 1. Articles of conversion. After a plan of conversion...
Section 322C.1010 — Effect Of Conversion. - Subdivision 1. Same entity. An organization that has been converted...
Section 322C.1011 — Domestication. - Subdivision 1. Foreign limited liability company. A foreign limited liability...
Section 322C.1012 — Action On Plan Of Domestication By Domesticating Limited Liability Company. - Subdivision 1. Consent required. A plan of domestication must be...
Section 322C.1013 — Filings Required For Domestication; Effective Date. - Subdivision 1. Articles of domestication. After a plan of domestication...
Section 322C.1014 — Effect Of Domestication. - Subdivision 1. Effect on domesticating company. When a domestication takes...
Section 322C.1015 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications. - Subdivision 1. Personal liability of member. If a member of...
Section 322C.1016 — Merger Of Wholly Owned Subsidiaries. - Subdivision 1. When authorized. If the parent organization is a...
Section 322C.1101 — Nonprofit Limited Liability Companies. - Subdivision 1. Status as nonprofit limited liability company. A limited...
Section 322C.1201 — Uniformity Of Application And Construction. - In applying and construing this uniform act, consideration must be...
Section 322C.1202 — Relation To Electronic Signatures In Global And National Commerce Act. - This chapter modifies, limits, and supersedes the federal Electronic Signatures...
Section 322C.1203 — Savings Clause. - This chapter does not affect an action commenced, proceeding brought,...
Section 322C.1204 — Application To Existing Relationships. - Subdivision 1. Before January 1, 2018. (a) On or after...
Section 322C.1205 — State Interested In Proceeding. - If it appears at any stage of a proceeding in...