Minnesota § 322C.1204 APPLICATION TO EXISTING RELATIONSHIPS

Minnesota Statutes

§ 322C.1204 — APPLICATION TO EXISTING RELATIONSHIPS

Minnesota § 322C.1204

PartBUSINESS, SOCIAL, AND CHARITABLE ORGANIZATIONS

Ch. 322CMINNESOTA REVISED UNIFORM LIMITED LIABILITY COMPANY

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Bluebook

Minn. Stat. § 322C.1204 (2026).

Text

Subdivision 1.Before January 1, 2018.

(a)On or after August 1, 2015, a limited liability company may not be formed under chapter 322B.

(b)Before January 1, 2018, this chapter governs only:

(1)a limited liability company formed on or after August 1, 2015; and

(2)except as otherwise provided in subdivision 3, a limited liability company formed before August 1, 2015, which elects, in the manner provided in its operating agreement or bylaw for amending the operating agreement, to be subject to this chapter. Subd. 2.On or after January 1, 2018. Except as otherwise provided in subdivision 3, on and after January 1, 2018, this chapter governs all limited liability companies. Subd. 3.Application to existing limited liability company. For the purposes of applying this chapter to a limited li

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Subdivision 1.Before January 1, 2018.
(a) On or after August 1, 2015, a limited liability company may not be formed under chapter 322B.
(b) Before January 1, 2018, this chapter governs only:
(1) a limited liability company formed on or after August 1, 2015; and
(2) except as otherwise provided in subdivision 3, a limited liability company formed before August 1, 2015, which elects, in the manner provided in its operating agreement or bylaw for amending the operating agreement, to be subject to this chapter.

Subd. 2.On or after January 1, 2018.
Except as otherwise provided in subdivision 3, on and after January 1, 2018, this chapter governs all limited liability companies.

Subd. 3.Application to existing limited liability company.
For the purposes of applying this chapter to a limited liability company formed before August 1, 2015:
(1) the limited liability company's articles of organization under chapter 322B at the time the limited liability company becomes subject to this chapter are deemed to be the limited liability company's articles of organization;
(2) for the purposes of applying section322C.0102, subdivision17, and subject to section322C.0112, subdivision 4, the language in the articles of organization, and any bylaws, operating agreement, or member control agreement of a limited liability company formed before August 1, 2015, that becomes subject to this chapter will operate as if that language were in the operating agreement of the limited liability company when it becomes subject to this chapter; and
(3) subject to the operating agreement of the limited liability company:
(i) the limited liability company shall keep the records specified in section322B.373, subdivision 1, clause (11), at the company's principal executive office, or at another place or places within the United States as determined under section322B.373, subdivision 1, before the company became subject to this chapter;
(ii) for the purpose of applying item (i), section322B.40, subdivisions 3and 4, continue to apply to the limited liability company as if those provisions had not been repealed;
(iii) section322C.0404, subdivision 1, does not apply to the limited liability company;
(iv) the profits and losses of the limited liability company are to be allocated among the members, and among classes and series of members, in proportion to the value of the contributions of the members reflected in the records required by item (i);
(v) the voting power of each membership interest is in proportion to the value of the contributions of the members reflected in the records required by item (i);
(vi) distributions of cash or other assets of the company, including distributions on termination of the limited liability company, must be allocated in proportion to the value of the contributions of the members reflected in the records required by item (i);
(vii) sections322B.383, subdivisions 1, clause (1), 2, and 3, and322B.386continue to apply to the limited liability company as if those provisions had not been repealed; and
(viii) for the purpose of applying item (vii), section322B.356, subdivision 1, continues to apply to the limited liability company as if that provision had not been repealed.