Subdivision 1. Publication of notice. A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice.
Subd. 2. Published notice requirements. The notice authorized by subdivision 1 must:
(1) be published at least once in a newspaper of general circulation in the county or counties in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county or counties in which the company's registered office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
Subd. 3. Claims barred. If a dissolved limited liability company publishes a notice according to subdivision 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:
(1) a claimant that did not receive notice in a record under section 322C.0703;
(2) a claimant whose claim was timely sent to the company but not acted on; and
(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
Subd. 4. Claims enforcement. A claim not barred under this section may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this clause does not exceed the total amount of assets distributed to the person after dissolution.
2014 c 157 art 1 s 50
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.