Minnesota § 322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES

Minnesota Statutes

§ 322C.0707 — DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES

Minnesota § 322C.0707

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

This text of Minnesota § 322C.0707 (DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES) 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.0707 (2026).

Text

Subdivision 1.Application of assets to discharge obligations. In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors. Subd. 2.Distributions of surplus. After a limited liability company complies with subdivision 1, any surplus must be distributed in the following order, subject to any charging order in effect under section322C.0503:

(1)to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and

(2)in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section322C.0502. Subd. 3.Proport

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Subdivision 1.Application of assets to discharge obligations.
In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.

Subd. 2.Distributions of surplus.
After a limited liability company complies with subdivision 1, any surplus must be distributed in the following order, subject to any charging order in effect under section322C.0503:
(1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section322C.0502.

Subd. 3.Proportionate distribution.
If a limited liability company does not have sufficient surplus to comply with subdivision 2, clause (1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.

Subd. 4.Form of distribution.
All distributions made under subdivisions 2 and 3 must be paid in money.