Minnesota § 322C.0502 TRANSFER OF TRANSFERABLE INTEREST

Minnesota Statutes

§ 322C.0502 — TRANSFER OF TRANSFERABLE INTEREST

Minnesota § 322C.0502

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

This text of Minnesota § 322C.0502 (TRANSFER OF TRANSFERABLE INTEREST) 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.0502 (2026).

Text

Subdivision 1.Transfers. A transfer, in whole or in part, of a transferable interest:

(1)is permissible;

(2)does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and

(3)subject to section322C.0504, does not entitle the transferee to:

(i)participate in the management or conduct of the company's activities; or

(ii)except as otherwise provided in subdivision 3, have access to records or other information concerning the company's activities. Subd. 2.Transferee right to distributions. A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled. Subd. 3.Transferee right to an account. In a dissolution and winding up of a limited liability

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Subdivision 1.Transfers.
A transfer, in whole or in part, of a transferable interest:
(1) is permissible;
(2) does not by itself cause a member's dissociation or a dissolution and winding up of the limited liability company's activities; and
(3) subject to section322C.0504, does not entitle the transferee to:
(i) participate in the management or conduct of the company's activities; or
(ii) except as otherwise provided in subdivision 3, have access to records or other information concerning the company's activities.

Subd. 2.Transferee right to distributions.
A transferee has the right to receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled.

Subd. 3.Transferee right to an account.
In a dissolution and winding up of a limited liability company, a transferee is entitled to an account of the company's transactions only from the date of dissolution.

Subd. 4.Evidence of interest.
A transferable interest may be evidenced by a certificate of the interest issued by the limited liability company in a record, and, subject to this section, the interest represented by the certificate may be transferred by a transfer of the certificate. Such an interest is not a security, as that term is defined in section336.8-102, paragraph (a), clause (15), unless the conditions specified in section336.8-103, paragraph (c), are satisfied.

Subd. 5.Company notice required.
A limited liability company need not give effect to a transferee's rights under this section until the company has notice of the transfer.

Subd. 6.Violative transfers ineffective.
A transfer of a transferable interest in violation of a restriction on transfer contained in the operating agreement is ineffective as to a person having notice of the restriction at the time of transfer.

Subd. 7.Rights retained.
Except as otherwise provided in section322C.0602, clause (4), item (ii), when a member transfers a transferable interest, the transferor retains the rights of a member other than the interest in distributions transferred and retains all duties and obligations of a member.

Subd. 8.Transferee liability.
When a member transfers a transferable interest to a person that becomes a member with respect to the transferred interest, the transferee is liable for the member's obligations under sections322C.0403and322C.0406, subdivision3, known to the transferee when the transferee becomes a member.