Subdivision 1. Filing of statement with secretary of state; contents. A limited liability company may file with the secretary of state a statement of authority. The statement:
(1) must include the name of the company and the street address of its registered office;
(2) with respect to any position that exists in or with respect to the company, may state the authority, or limitations on the authority, of all persons holding the position to:
(i) execute an instrument transferring real property held in the name of the company; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the company; and
(3) may state the authority, or limitations on the authority, of a specific person to:
(i) execute an instrument transferring real property held in the name of the company; or
(ii) enter into other transactions on behalf of, or otherwise act for or bind, the company.
Subd. 2. Amendment or cancellation of statement. To amend or cancel a statement of authority filed with the secretary of state under section 322C.0205, subdivision 1, a limited liability company must file with the secretary of state an amendment or cancellation stating:
(1) the name of the company;
(2) the street address of the company's registered office;
(3) the caption of the statement being amended or canceled and the date the statement being affected became effective; and
(4) the contents of the amendment or a declaration that the statement being affected is canceled.
Subd. 3. Statements effective only as to nonmembers. A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.
Subd. 4. Limitations of authority. Subject to subdivision 3 and section 322C.0103, subdivision 4, and except as otherwise provided in subdivisions 6, 7, and 8, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.
Subd. 5. Authority to transfer property other than real property. Subject to subdivision 3, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:
(1) the person has knowledge to the contrary;
(2) the statement has been canceled or restrictively amended under subdivision 2; or
(3) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective.
Subd. 6. Authority to transfer real property. Subject to subdivision 3, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company, whether or not a certified copy of the statement is recorded in the real property records, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:
(1) the statement has been canceled or restrictively amended under subdivision 2 and a certified copy of the cancellation or restrictive amendment has been recorded in the real property records; or
(2) a limitation on the grant is contained in another statement of authority that became effective after the statement containing the grant became effective and a certified copy of the later-effective statement is recorded in the real property records.
Subd. 7. Recording; constructive notice regarding real property. Subject to subdivision 3, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the real property records, all persons are deemed to know of the limitation.
Subd. 8. Statements of dissolution or termination. Subject to subdivision 9, an effective statement of dissolution or termination is a cancellation of any filed statement of authority for the purposes of subdivision 6 and is a limitation on authority for the purposes of subdivision 7.
Subd. 9. Postdissolution statements. After a statement of dissolution becomes effective, a limited liability company may file with the secretary of state and, if appropriate, may record in the real property records, a statement of authority that is designated as a postdissolution statement of authority. The statement operates as provided in subdivisions 6 and 7.
Subd. 10. Statement of denial. An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy in the real property records for the purposes of subdivision 6, clause (1).
2014 c 157 art 1 s 27
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.