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MINNESOTA SECRETARY OF STATE LIMITED LIABILITY COMPANIES DISSOLUTION CHAPTER 322B
$35 per filing 1997 Minnesota Statutes
322B.80 DISSOLUTION. Subdivision 1. Dissolution events. A limited liability company dissolves upon the occurrence of any of the following events: (1) when the period fixed in the articles of organization for the duration of the limited liability company expires; (2) by order of a court pursuant to sections 322B.833 and 322B.843; (3) by action of the organizers pursuant to section 322B.803; (4) by action of the members pursuant to section 322B.806; or (5) upon the occurrence of an event that terminates the continued membership of a member in the limited liability company, including: (i) death of any member; (ii) retirement of any member; (iii) resignation of any member; (iv) redemption of a member's complete membership interest; (v) assignment of a member's governance rights under section 322B.313 which leaves the assignor with no governance rights; (vi) a buy-out of a member's membership interest under section 322B.833 that leaves that member with no governance rights; (vii) expulsion of any member; (viii) bankruptcy of any member; (ix) dissolution of any member; (x) a merger in which the limited liability company is not the surviving organization; (xi) an exchange in which the limited liability company is not the acquiring organization; or (xii) the occurrence of any other event that terminates the continued membership of a member in the limited liability company, but the limited liability company is not dissolved and is not required to be wound up by reason of any event that terminates the continued membership of a member if (A) either there are at least two remaining members or a new member is admitted as provided in section 322B.11, and (B) the existence and business of the limited liability company is continued either by the consent of all the remaining members under a right to consent stated in the articles of organization and the consent is obtained no later than 90 days after the termination of the continued membership or under a separate right to continue stated in the articles of organization. Subd. 2. Procedures following dissolution. A limited liability company dissolved by one of the dissolution events specified in subdivision 1 must be wound up and terminated under the following dissolution provisions: (1) when a limited liability company is dissolved under subdivision 1, clause (1), by reason of the expiration of its limited period of duration, the limited liability company must be wound up and terminated under sections 322B.81 to 322B.82, 322B.826, 322B.83, and 322B.873; (2) When a limited liability company is dissolved under subdivision 1, clause (2), by reason of a court order, the limited liability company must be wound up and terminated under sections 322B.83 to 322B.856; (3) when a limited liability company is dissolved under subdivision 1, clause (3), by its organizers, the limited liability company must be wound up and terminated under sections 322B.803 and 322B.81 to 322B.83; (4) when a limited liability company is dissolved under subdivision 1, clause (4), by its members, the limited liability company must be wound up and terminated under sections 322B.806 to 322B.83 and 322B.873; and (5) when a limited liability company is dissolved under subdivision 1, clause (5), by reason of a termination of the continued membership of a member, the limited liability company must be wound up and terminated under sections 322B.81 to 322B.82, 322B.826, 322B.83, and 322B.873.

Subd. 3. Security interests. Notwithstanding any provision of law, articles of organization, member control agreement, operating agreement, other agreement, resolution, or action to the contrary, a limited liability company is not dissolved and is not required to be wound up upon the granting of a security interest in a member's membership interest, governance rights, or financial rights, or upon the foreclosure or other enforcement of a security interest in a member's financial rights, or upon the secured party's assignment, acceptance, or retention of a member's financial rights in accordance with chapter 336. History: 1992 c 517 art 2 s 104; 1993 c 137 s 46,47 322B.803 NONJUDICIAL DISSOLUTION AND TERMINATION BY ORGANIZERS. Subdivision 1. Manner. A limited liability company that has not accepted contributions may be dissolved and terminated by the organizers or governors in the manner set forth in this section. Subd. 2. Articles of dissolution and termination. (a) A majority of the organizers or governors shall sign articles of dissolution and termination containing: (1) the name of the limited liability company; (2) the date of organization; (3) a statement that contributions have not been accepted; (4) a statement that no debts remain unpaid. (b) The articles of dissolution and termination shall be filed with the secretary of state. Subd. 3. Effective date. When the articles of dissolution and termination have been filed with the secretary of state, the limited liability company is terminated. Subd. 4. Certificate of termination. The secretary of state shall issue to the terminated limited liability company or its legal representative a certificate of termination that contains: (1) the name of the limited liability company; (2) the date and time the articles of dissolution and termination were filed with the secretary of state; and (3) a statement that the limited liability company is terminated. History: 1992 c 517 art 2 s 105 322B.806 NONJUDICIAL DISSOLUTION BY MEMBERS. Subdivision 1. Manner. A limited liability company may be dissolved by the members when authorized in the manner set forth in this section. Subd. 2. Notice and approval. (a) Written notice shall be given to each member, whether or not entitled to vote at a meeting of members, within the time and in the manner provided in section 322B.34 for notice of meetings of members and, whether the meeting is a regular or a special meeting, must state that a purpose of the meeting is to consider dissolving the limited liability company and that dissolution must be followed by the winding up and termination of the limited liability company. (b) The proposed dissolution must be submitted for approval at a meeting of members. If the proposed dissolution is approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote, the limited liability company is dissolved. History: 1992 c 517 art 2 s 106 322B.81 FILING NOTICE OF DISSOLUTION AND EFFECT. Subdivision 1. Contents. If dissolution of the limited liability company is approved pursuant to section 322B.806, subdivision 2, or it occurs under section 322B.80, subdivision 1, clause (1) or (5), the limited liability company shall file with the secretary of state a notice of dissolution.The notice must contain: (1) the name of the limited liability company; (2)(i) if the dissolution is approved pursuant to section 322B.806, subdivision 2, the date and place of the meeting at which the resolution was approved; and a statement that the requisite vote of the members was received, or that members validly took action without a meeting; (ii) if the dissolution occurs under section 322B.80, subdivision 1, clause (1), by the expiration of the limited liability company's duration, a statement of the expiration date; and (iii) if the dissolution occurs under section 322B.80, subdivision 1, clause (5), by the termination of a membership interest of a member, a statement that the continued membership of a member has terminated and the date of that termination.

Subd. 2. Winding up. When the notice of dissolution has been filed with the secretary of state, and subject to section 322B.823, the limited liability company shall cease to carry on its business, except to the extent necessary for the winding up of the business of the limited liability company. The members shall retain the right to revoke the dissolution in accordance with section 322B.823 and the right to remove governors or fill vacancies on the board of governors. The limited liability company existence continues to the extent necessary to wind up the affairs of the limited liability company until the dissolution is revoked or articles of termination are filed with the secretary of state. Subd. 3. Certain mergers permitted during winding up. As part of winding up, the limited liability company may participate in a merger with another limited liability company or with a domestic or foreign corporation under sections 322B.70 to 322B.76, but the dissolved limited liability company shall not be the surviving organization. Subd. 4. Remedies continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the limited liability company or any remedy against it or its governors, managers, or members in those capacities, except as provided in section 322B.816, 322B.82, or 322B.863. History: 1992 c 517 art 2 s 107 322B.813 PROCEDURE IN WINDING UP. Subdivision 1. Procedures to be followed where winding up accomplished by merger. If the business of the limited liability company is wound up and terminated by merging the dissolved limited liability company into a successor organization: (1) the procedures stated in sections 322B.70 to 322B.76 must be followed; (2) sections 322B.816 to 322B.823 and 322B.863 to 322B.866 do not apply; and (3) once the merger is effective, a creditor or claimant of the terminated limited liability company, and all those claiming through or under the creditor or claimant, are barred from suing the terminated limited liability company on that claim or otherwise realizing upon or enforcing it against the terminated limited liability company, but the creditor, claimant, and those claiming under the creditor and claimant, may, if not otherwise barred by law, assert their claims against the surviving organization of the merger. Subd. 2. Procedures to be followed otherwise. If the business of the limited liability company is to be wound up and terminated other than by merging the dissolved limited liability company into a successor organization, the procedures stated in subdivisions 3 to 5 must be followed. Subd. 3. Collection and payment. When a notice of dissolution has been filed with the secretary of state, the board of governors, or the managers acting under the direction of the board of governors, shall proceed as soon as possible: (1) to give notice to creditors and claimants under section 322B.816 or to proceed under section 322B.82; (2) subject to any business continuation agreement, to collect or make provision for the collection of all known debts due or owing to the limited liability company, including unperformed contribution agreements; and (3) except as provided in sections 322B.816, 322B.82, and 322B.863, to pay or make provision for the payment of all known debts, obligations, and liabilities of the limited liability company according to their priorities under section 322B.873. Subd. 4. Transfer of assets. Notwithstanding section 322B.77, when a notice of dissolution has been filed with the secretary of state, the governors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved limited liability company without a vote of the members. Subd. 5. Distribution to members. All tangible or intangible property, including money, remaining after the discharge of or after making adequate provision for the discharge of the debts, obligations, and liabilities of the limited liability company must be distributed to the members in accordance with sections 322B.52 and 322B.873. History: 1992 c 517 art 2 s 108

322B.816 WINDING UP PROCEDURE FOR LIMITED LIABILITY COMPANIES THAT GIVE NOTICE TO CREDITORS AND CLAIMANTS. Subdivision 1. When permitted and how given. When a notice of dissolution has been filed with the secretary of state, and the business of the limited liability company is not to be wound up and terminated by merging the dissolved limited liability company into a successor organization under section 322B.81, subdivision 3, then the limited liability company may give notice of the filing to each creditor of and claimant against the limited liability company known or unknown, present or future, and contingent or noncontingent. If notice to creditors and claimants is given, it must be given by publishing the notice once each week for four successive weeks in a legal newspaper in the county or counties where the registered office and the principal executive office of the limited liability company are located and by giving written notice to known creditors and claimants pursuant to section 322B.03, subdivision 32. Subd. 2. Required contents. The notice to creditors and claimants must contain: (1) a statement that the limited liability company has dissolved and is in the process of winding up its affairs; (2) a statement that the limited liability company has filed with the secretary of state a notice of dissolution; (3) the date of filing the notice of dissolution; (4) the address of the office to which written claims against the limited liability company must be presented; and (5) the date by which all the claims must be received, which must be the later of 90 days after published notice or, with respect to a particular known creditor or claimant, 90 days after the date on which written notice was given to that creditor or claimant. Published notice is considered given on the date of first publication for the purpose of determining this date. Subd. 3. Optional contents where business being continued. If the business of the limited liability company is being continued under a business continuation agreement, the notice to creditors may also contain all, but not less than all, of the following: (1) a statement that the business of the dissolved limited liability company is being continued by a successor organization; (2) the name and address of the successor organization; (3) an undertaking by the successor organization to assume all the liabilities of the dissolved limited liability company; and (4) a statement that creditors of the dissolved limited liability company do not need to file claims against the limited liability company in order to preserve their rights to enforce those claims against the successor organization. Neither the existence of a business continuation agreement nor the giving of the information described in this subdivision affects a creditor's or claimant's right to proceed against the dissolved limited liability company. Subd. 4. Claims against limited liability companies that give notice. (a) A limited liability company that gives notice to creditors and claimants has 30 days from the receipt of each claim filed according to the procedures set forth by the limited liability company on or before the date set forth in the notice to accept or reject the claim by giving written notice to the person submitting it. A claim not expressly rejected in this manner is considered accepted. (b) A creditor or claimant to whom notice is given and whose claim is rejected by the limited liability company has 60 days from the date of rejection, 180 days from the date the limited liability company filed with the secretary of state the notice of dissolution, or 90 days after the date on which notice was given to the creditor or claimant, whichever is longer, to pursue any other remedies with respect to the claim. (c) A creditor or claimant to whom notice is given who fails to file a claim according to the procedures set forth by the limited liability company on or before the date set forth in the notice is barred from suing the dissolved limited liability company on that claim or otherwise realizing upon or enforcing it against the dissolved limited liability company, except as provided in section 322B.863. If the dissolved limited liability company gave the additional information referred to in subdivision 3, nothing in this section bars the creditor or claimant from seeking to enforce its rights against the successor organization. (d) A creditor or claimant whose claim is rejected by the limited liability company under paragraph (b) is barred from suing on that claim or otherwise realizing upon or enforcing it whether against the dissolved limited liability company or any successor organization, if the creditor or claimant does not initiate legal, administrative, or arbitration proceedings with respect to the claim within the time provided in paragraph (b).

Subd. 5. Articles of termination and when filed. Articles of termination for a limited liability company that has given notice to creditors and claimants under this section must be filed with the secretary of state after: (1) the 90-day period in subdivision 2, clause (5), has expired and the payment of claims of all creditors and claimants filing a claim within that period has been made or provided for; or (2) the longest of the periods described in subdivision 4, paragraph (b), has expired and there are no pending legal, administrative, or arbitration proceedings by or against the limited liability company commenced within the time provided in subdivision 4, paragraph (b). Subd. 6. Contents of articles of termination. The articles of termination must state: (1) the last date on which the notice was given and that the payment of all creditors and claimants filing a claim within the 90-day period in subdivision 2, clause (5), has been made or provided for, or the date on which the longest of the periods described in subdivision 4, paragraph (b), expired; (2) that the remaining property, assets, and claims of the limited liability company have been distributed in accordance with section 322B.873, or that adequate provision has been made for that distribution; and (3) that there are no pending legal, administrative, or arbitration proceedings by or against the limited liability company commenced within the time provided in subdivision 4, paragraph (b), or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding. History: 1992 c 517 art 2 s 109 322B.82 WINDING UP PROCEDURE FOR LIMITED LIABILITY COMPANIES THAT DO NOT GIVE NOTICE TO CREDITORS AND CLAIMANTS. Subdivision 1. Articles of termination and when filed. Articles of termination for a limited liability company whose business is not to be wound up and terminated by merging the dissolved limited liability company into a successor organization under section 322B.81, subdivision 3, and that has not given notice to creditors and claimants in the manner provided in section 322B.816 must be filed with the secretary of state after: (1) the payment of claims of all known creditors and claimants has been made or provided for; or (2) at least two years have elapsed from the date of filing the notice of dissolution. Subd. 2. Contents. The articles of termination must state: (1) if articles of termination are being filed pursuant to subdivision 1, clause (1), that all known debts, obligations, and liabilities of the limited liability company have been paid and discharged or that adequate provision has been made for payment or discharge; (2) that the remaining property, assets, and claims of the limited liability company have been distributed in accordance with section 322B.873, or that adequate provision has been made for that distribution; and (3) that there are no pending legal, administrative, or arbitration proceedings by or against the limited liability company, or that adequate provision has been made for the satisfaction of any judgment, order, or decree that may be entered against it in a pending proceeding. Subd. 3. Claims against limited liability companies that do not give notice and are not wound up and terminated through merger. (a) If the limited liability company has paid or provided for all known creditors or claimants at the time articles of termination are filed, a creditor or claimant who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of dissolution is barred from suing on that claim or otherwise realizing upon or enforcing it. (b) If the limited liability company has not paid or provided for all known creditors and claimants at the time articles of termination are filed, a person who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within two years after the date of filing the notice of dissolution is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in section 322B.863. History: 1992 c 517 art 2 s 110

322B.823 REVOCATION OF DISSOLUTION. Subdivision 1. Generally. Except as provided in subdivisions 4 and 5, winding up proceedings commenced pursuant to section 322B.806 may be revoked before the filing of articles of termination. Subd. 2. Notice to members and approval. Written notice must be given to every member entitled to vote at a members' meeting within the time and in the manner provided in section 322B.34 for notice of meetings of members and must state that a purpose of the meeting is to consider the advisability of revoking the dissolution. The proposed revocation must be submitted to the members at the meeting. If the proposed revocation is approved at a meeting by the affirmative vote of the owners of a majority of the voting power of all membership interests entitled to vote, the dissolution is revoked. Subd. 3. Effective date and effect. Revocation of dissolution is effective when a notice of revocation is filed with the secretary of state. After the notice is filed the limited liability company may cease to wind up and resume business. Subd. 4. Restrictions on revocation. If a dissolved limited liability company is being wound up and terminated by being merged into a successor organization under section 322B.81, subdivision 3, and the plan of merger has been approved under section 322B.72, then the dissolution may be revoked under this section only after the plan of merger has been properly abandoned under section 322B.74. Subd. 5. Revocation prohibited. When dissolution occurs under section 322B.80, subdivision 1, clause (1), (2), or (5), revocation is prohibited. History: 1992 c 517 art 2 s 111 322B.826 EFFECTIVE DATE OF TERMINATION AND CERTIFICATE OF TERMINATION. Subdivision 1. Effective date. When the articles of termination have been filed with the secretary of state, the limited liability company is terminated. Subd. 2. Certificate. The secretary of state shall issue to the dissolved limited liability company or its legal representative a certificate of termination that contains: (1) the name of the limited liability company; (2) the date the articles of termination were filed with the secretary of state; and (3) a statement that the limited liability company is terminated. History: 1992 c 517 art 2 s 112 322B.863 CLAIMS BARRED AND EXCEPTIONS. Subdivision 1. Claims barred. Except as provided in this section, a creditor or claimant whose claims are barred under section 322B.816, 322B.82, or 322B.846 includes a person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of termination proceedings, and all those claiming through or under the creditor or claimant. Subd. 2. Claims reopened. At any time within one year after articles of termination have been filed with the secretary of state pursuant to section 322B.816 or 322B.82, subdivision 1, clause (2), or a decree of termination has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim: (1) against the limited liability company to the extent of undisposed assets; or (2) if the undisposed assets are not sufficient to satisfy the claim, against a member, whose liability is limited to a portion of the claim that is equal to the portion of the distributions to members in liquidation or termination received by the member, but in no event may a member's liability exceed the amount that the member actually received in the termination. Subd. 3. Obligations incurred during termination proceedings. All known contractual debts, obligations, and liabilities incurred in the course of winding up and terminating the limited liability company's affairs must be paid or provided for by the limited liability company before the distribution of assets to a member. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy before the expiration of the applicable statute of limitations against the managers and governors of the limited liability company who are responsible for, but who fail to cause, the limited liability company to pay or make provision for payment of the debts, obligations, and liabilities or against members to the extent permitted under section 322B.56. This subdivision does not apply to dissolution and termination under the supervision or order of a court. History: 1992 c 517 art 2 s 123

322B.866 RIGHT TO SUE OR DEFEND AFTER TERMINATION. After a limited liability company has been terminated, any of its former managers, governors, or members may assert or defend, in the name of the limited liability company, any claim by or against the limited liability company. History: 1992 c 517 art 2 s 124 322B.87 OMITTED ASSETS. Title to assets remaining after payment of all debts, obligations, or liabilities and after distributions to members may be transferred by a court in this state. History: 1992 c 517 art 2 s 125 322B.873 DISPOSITION OF ASSETS UPON DISSOLUTION. Subdivision 1. Disposition upon liquidation. Subject to subdivision 4, except when the business of a dissolved limited liability company is being continued under subdivision 2 or when the dissolved limited liability company is being wound up and terminated under section 322B.81, subdivision 3, the assets of the dissolved limited liability company must be disposed of to satisfying liabilities according to the following priorities: (1) to creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for interim distributions to members under section 322B.51 or termination distributions under section 322B.50; (2) unless otherwise provided in the articles of organization, to members and former members of the limited liability company in satisfaction of liabilities for distributions under section 322B.50 or 322B.51; and (3) unless otherwise provided in the articles of organization, to members first for a return of their contributions, as restated from time to time under section 322B.41, and secondly respecting their membership interests in the proportions in which the members share in distributions. Subd. 2. Disposition under a business continuation agreement. If a business continuation agreement exists, then after dissolution the board of governors shall resolve to implement the business continuation agreement and the assets of the dissolved limited liability company shall be disposed of according to that agreement, except: (1) members and former members shall have dissenters' rights as provided in sections 322B.383 and 322B.386, but: (i) no dissenters' rights shall exist if the business of the dissolved limited liability company is being continued pursuant to a business continuation agreement made after the dissolution, and (ii) any dissenters' rights that do exist are limited by subdivisions 3 and 4; and (2) if the business of the dissolved limited liability company is being continued, but not through a merger under section 322B.81, subdivision 3, the dissolved limited liability company shall comply with either section 322B.816 or 322B.82. Subd. 3. Limitations on dissenters' rights. If a person has agreed in a business continuation agreement to waive dissenters' rights and nonetheless asserts dissenters' rights under subdivision 2: (1) those rights must be honored; but (2) unless the business continuation agreement provides otherwise, including providing for installment payments: (i) in determining the fair value of the membership interest, the value of the good will of the business of the dissolved limited liability company must not be considered; and (ii) the payment due the dissenter is subject to an offset equal to: (A) any amount owed to the limited liability company by the member; (B) the amount of damages, if any, suffered by the limited liability company as a result of the dissenter's breach of the business continuation agreement; and (C) the amount of other damages, if any, provided for in subdivision 4. Subd. 4. Damages and offsets for wrongful dissociation and breach of a member control agreement. A member who wrongfully resigns or retires is liable to the limited liability company for any damages caused by the member's wrongful resignation or retirement. Any member who breaches a member control agreement is liable to the limited liability company for any damages caused by the breach. Any payment due a member under this section, including payments to dissenters due to winding up merger under section 322B.81, subdivision 3, is subject to offset these damages. History: 1992 c 517 art 2 s 126; 1993 c 137 s 48

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