Minnesota § 322C.0808 EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY

Minnesota Statutes

§ 322C.0808 — EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY

Minnesota § 322C.0808

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

This text of Minnesota § 322C.0808 (EFFECT OF FAILURE TO HAVE CERTIFICATE OF AUTHORITY) 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.0808 (2026).

Text

Subdivision 1.Certificate of authority required.
A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

Subd. 2.Actions not affected.
The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.

Subd. 3.Limitation on liability.
A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a 

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Subdivision 1.Certificate of authority required.
A foreign limited liability company transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.

Subd. 2.Actions not affected.
The failure of a foreign limited liability company to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the company or prevent the company from defending an action or proceeding in this state.

Subd. 3.Limitation on liability.
A member, manager, or governor of a foreign limited liability company is not liable for the debts, obligations, or other liabilities of the company solely because the company transacted business in this state without a certificate of authority.

Subd. 4.Secretary of state as agent.
If a foreign limited liability company transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.