Subdivision 1. Status as nonprofit limited liability company. A limited liability company is a nonprofit limited liability company if it is organized under or governed by this chapter and its articles of organization state that it is a nonprofit limited liability company governed by this section. The status of a nonprofit limited liability company under this chapter is not determinative of its tax treatment.
Subd. 2. Limitations on pecuniary gain and distributions to members. A nonprofit limited liability company may not:
(1) be formed for a purpose involving pecuniary gain to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government; or
(2) pay dividends, make distributions, or pay other pecuniary remuneration, directly or indirectly, to its members, other than to members that are nonprofit organizations or subdivisions, units, or agencies of the United States or a state or local government.
Subd. 3. Limitations on persons who may be members. A natural person may not be a member of, or own any transferable interest in, a nonprofit limited liability company.
Subd. 4. Purposes; conduct. (a) Subject to subdivision 2:
(1) a nonprofit limited liability company may be organized under this chapter for any lawful purpose, unless another statute requires incorporation or organization for a purpose under a different law; and
(2) a nonprofit limited liability company has a general purpose of engaging in any lawful activity unless otherwise limited in its articles of organization.
(b) A nonprofit limited liability company engaging in conduct that is regulated by another statute is subject to the limitations of the other statute.
Subd. 5. Management; provisions of chapter 317A applicable to nonprofit limited liability companies. (a) A nonprofit limited liability company must be board-managed. The business and affairs of a nonprofit limited liability company must be managed by or under the direction of a board of governors, which will have such powers as are usually exercised by the board of directors of a nonprofit corporation governed by chapter 317A. All governors will be entitled to vote and have equal rights and preferences except as otherwise provided in the articles of organization or operating agreement. The members of the first board may be named in the articles of organization, designated, or appointed pursuant to the articles of organization, or elected by the organizer.
(b) A nonprofit limited liability company must have one or more natural persons acting as officers and exercising the functions of the offices of president and treasurer, however designated. The officers have such powers as are usually exercised by similar officers of a nonprofit corporation governed by chapter 317A. The board shall elect or appoint officers, except to the extent that the articles of organization or operating agreement provide that the members may elect or appoint officers.
(c) Section 317A.161, subdivision 11, applies to a nonprofit limited liability company as if it were a nonprofit corporation governed by chapter 317A. Section 317A.251 applies to a governor of a nonprofit limited liability company as if the governor were a director of a nonprofit corporation, and section 322C.0409 does not apply.
(d) Section 317A.255 applies to, and with regard to, a governor of a nonprofit limited liability company as if the governor were a director of a nonprofit corporation.
(e) Section 317A.257 applies to a person who serves without compensation as a governor of a nonprofit limited liability company, manager, member, or agent of a nonprofit limited liability company as if such person were serving without compensation as a director, officer, member, or agent of a nonprofit corporation.
(f) Section 317A.671 regarding the diversion of certain assets applies to a nonprofit limited liability company as if it were a nonprofit corporation governed by chapter 317A.
(g) Section 317A.735 regarding the distribution of assets on dissolution applies to a nonprofit limited liability company as if it were a nonprofit corporation governed by chapter 317A.
(h) Section 317A.751 regarding judicial intervention applies to a nonprofit limited liability company as if it were a nonprofit corporation governed by chapter 317A.
Subd. 6. Notice to and authority of attorney general. The attorney general has the same authority and powers with regard to a nonprofit limited liability company as the attorney general has with regard to a corporation governed by chapter 317A, including but not limited to sections 317A.811 and 317A.813.
2014 c 157 art 1 s 85; 2015 c 39 s 43
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.