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.
2014 c 157 art 1 s 22; 2016 c 135 art 4 s 17
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 322C — Minnesota Revised Uniform Limited Liability Company
Section 322C.0102 — Definitions.
Section 322C.0103 — Knowledge; Notice.
Section 322C.0104 — Nature, Purpose, And Duration Of Limited Liability Company.
Section 322C.0106 — Governing Law.
Section 322C.0107 — Supplemental Principles Of Law.
Section 322C.0108 — Limited Liability Company Name.
Section 322C.0109 — Reserved Name.
Section 322C.0110 — Operating Agreement; Scope, Function, And Limitations.
Section 322C.0113 — Office And Agent For Service Of Process.
Section 322C.0114 — Change Of Registered Office Or Agent For Service Of Process.
Section 322C.0115 — Resignation Of Agent For Service Of Process.
Section 322C.0116 — Service Of Process On Limited Liability Company.
Section 322C.0117 — Legal Recognition Of Electronic Records And Signatures.
Section 322C.0201 — Formation Of Limited Liability Company; Articles Of Organization.
Section 322C.0202 — Amendment Or Restatement Of Articles Of Organization.
Section 322C.0203 — Signing Of Records To Be Filed With Secretary Of State.
Section 322C.0204 — Signing And Filing Pursuant To Judicial Order.
Section 322C.0205 — Filing Of Records With Secretary Of State; Effective Time And Date.
Section 322C.0206 — Liability For Inaccurate Information In Filed Record.
Section 322C.0207 — Certificate Of Existence Or Authorization.
Section 322C.0208 — Annual Report For Secretary Of State.
Section 322C.0301 — No Agency Power Of Member As Member.
Section 322C.0302 — Statement Of Authority.
Section 322C.0303 — Statement Of Denial.
Section 322C.0304 — Liability Of Members, Managers, And Governors.
Section 322C.0401 — Becoming A Member.
Section 322C.0402 — Form Of Contribution.
Section 322C.0403 — Liability For Contributions.
Section 322C.0404 — Sharing Of And Right To Distributions Before Dissolution.
Section 322C.0405 — Limitations On Distribution.
Section 322C.0406 — Liability For Improper Distributions.
Section 322C.0407 — Management Of Limited Liability Company.
Section 322C.0408 — Indemnification And Insurance.
Section 322C.0409 — Standards Of Conduct For Members, Managers, And Governors.
Section 322C.0410 — Right Of Members, Managers, Governors, And Dissociated Members To Information.
Section 322C.0501 — Nature Of Transferable Interest.
Section 322C.0502 — Transfer Of Transferable Interest.
Section 322C.0503 — Charging Order.
Section 322C.0504 — Power Of Personal Representative Of Deceased Member.
Section 322C.0601 — Member's Power To Dissociate; Wrongful Dissociation.
Section 322C.0602 — Events Causing Dissociation.
Section 322C.0603 — Effect Of Person's Dissociation As Member.
Section 322C.0701 — Events Causing Dissolution.
Section 322C.0702 — Winding Up.
Section 322C.0703 — Known Claims Against Dissolved Limited Liability Company.
Section 322C.0704 — Other Claims Against Dissolved Limited Liability Company.
Section 322C.0705 — Administrative Termination.
Section 322C.0706 — Reinstatement.
Section 322C.0707 — Distribution Of Assets In Winding Up Limited Liability Company's Activities.
Section 322C.0708 — Action By Attorney General.
Section 322C.0801 — Governing Law.
Section 322C.0802 — Application For Certificate Of Authority.
Section 322C.0803 — Transactions Not Constituting Transacting Business.
Section 322C.0804 — Filing Of Certificate Of Authority.
Section 322C.0805 — Noncomplying Name Of Foreign Limited Liability Company.
Section 322C.0806 — Revocation Of Certificate Of Authority.
Section 322C.0807 — Withdrawal Of Foreign Limited Liability Company.
Section 322C.0808 — Effect Of Failure To Have Certificate Of Authority.
Section 322C.0809 — Action By Attorney General.
Section 322C.0810 — Amendment Of Foreign Registration Statement.
Section 322C.0901 — Direct Action By Member.
Section 322C.0902 — Derivative Action.
Section 322C.0903 — Proper Plaintiff.
Section 322C.0905 — Special Litigation Committee.
Section 322C.0906 — Proceeds And Expenses.
Section 322C.1001 — Definitions.
Section 322C.1002 — Merger; Exchange.
Section 322C.1003 — Action On Plan Of Merger Or Exchange By Constituent Limited Liability Company.
Section 322C.1004 — Filings Required For Merger Or Exchange; Effective Date And Time.
Section 322C.1005 — Effect Of Merger.
Section 322C.1006 — Effect Of Exchange.
Section 322C.1007 — Conversion.
Section 322C.1008 — Action On Plan Of Conversion By Converting Limited Liability Company.
Section 322C.1009 — Filings Required For Conversion; Effective Date And Time.
Section 322C.1010 — Effect Of Conversion.
Section 322C.1011 — Domestication.
Section 322C.1012 — Action On Plan Of Domestication By Domesticating Limited Liability Company.
Section 322C.1013 — Filings Required For Domestication; Effective Date.
Section 322C.1014 — Effect Of Domestication.
Section 322C.1015 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
Section 322C.1016 — Merger Of Wholly Owned Subsidiaries.
Section 322C.1101 — Nonprofit Limited Liability Companies.
Section 322C.1201 — Uniformity Of Application And Construction.
Section 322C.1202 — Relation To Electronic Signatures In Global And National Commerce Act.
Section 322C.1203 — Savings Clause.