Minnesota § 322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS

Minnesota Statutes

§ 322C.0304 — LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS

Minnesota § 322C.0304

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

This text of Minnesota § 322C.0304 (LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS) is published on Counsel Stack Legal Research, covering Minnesota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Minn. Stat. § 322C.0304 (2026).

Text

Subdivision 1.Liability shield for members, managers, and governors. The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:

(1)are solely the debts, obligations, or other liabilities of the company; and

(2)do not become the debts, obligations, or other liabilities of a member, manager, or governor solely by reason of the member acting as a member, manager acting as a manager, or governor acting as a governor. Subd. 2.Effect of lack of formalities. The failure of a limited liability company to observe formalities relating exclusively to the management of its internal affairs is not a ground for imposing liability on the members, managers, or governors for the debts, obligations, or other liabilities of the company.

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Subdivision 1.Liability shield for members, managers, and governors.
The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:
(1) are solely the debts, obligations, or other liabilities of the company; and
(2) do not become the debts, obligations, or other liabilities of a member, manager, or governor solely by reason of the member acting as a member, manager acting as a manager, or governor acting as a governor.

Subd. 2.Effect of lack of formalities.
The failure of a limited liability company to observe formalities relating exclusively to the management of its internal affairs is not a ground for imposing liability on the members, managers, or governors for the debts, obligations, or other liabilities of the company.

Subd. 3.Piercing the veil.
Except as relates to the failure of a limited liability company to observe any formalities relating exclusively to the management of its internal affairs, the case law that states the conditions and circumstances under which the corporate veil of a corporation may be pierced under Minnesota law also applies to limited liability companies.