Subdivision 1. Scope.
For the purposes of this chapter, unless the language or context
clearly indicates that a different meaning is intended, the words, terms, and phrases defined in
this section have the meanings given them.
Subd. 2. Acquiring organization.
"Acquiring organization" means the limited liability
company or foreign or domestic corporation that acquires in an exchange the shares of a domestic
or foreign corporation or the membership interests of a limited liability company.
Subd. 3. Address.
"Address" means mailing address, including a zip code. In the case of a
registered office or principal executive office, the term means the mailing address and the actual
office location which must not be a post office box.
Subd. 4.[Repealed, 1999 c 85 art 2 s 95
Subd. 5.[Repealed, 1999 c 85 art 2 s 95
Subd. 6. Articles or articles of organization.
"Articles" or "articles of organization" means,
in the case of a limited liability company organized under or governed by this chapter, articles of
organization, articles of amendment, a statement of change of registered office, registered agent,
or name of registered agent, a statement establishing or fixing the rights and preferences of
a class or series of membership interests, articles of merger, articles of conversion, articles of
abandonment, and articles of termination. In the case of a foreign limited liability company, the
term includes all documents serving a similar function required to be filed with the secretary of
state or other state office of the foreign limited liability company's state of organization.
Subd. 6a. Authenticated.
"Authenticated" means, with respect to an electronic
communication, that the communication is delivered to the principal place of business of the
limited liability company, or to a manager or agent of the limited liability company authorized
by the limited liability company to receive the communication, and that the communication sets
forth information from which the limited liability company can reasonably conclude that the
communication was sent by the purported sender.
Subd. 7. Board or board of governors.
"Board" or "board of governors" means the board
of governors of a limited liability company.
Subd. 8. Board member.
"Board member" means a natural person serving on the board of
governors in the case of a limited liability company and a natural person serving on the board of
directors in the case of a corporation.
Subd. 9.[Repealed, 1999 c 85 art 2 s 95
Subd. 10. Class.
"Class," when used with reference to membership interests, means a
category of membership interests that differs in one or more rights or preferences from another
category of membership interests of the limited liability company.
Subd. 11. Closely held limited liability company.
"Closely held limited liability company"
means a limited liability company that does not have more than 35 members.
Subd. 12. Constituent organization.
"Constituent organization" means a limited liability
company or a foreign limited liability company or a domestic corporation or a foreign corporation
(1) in a merger is either the surviving organization or an organization that is merged into the
surviving organization; or
(2) in an exchange is either the acquiring organization or an organization whose securities
are acquired by the acquiring organization.
Subd. 13. Contribution agreement.
"Contribution agreement" means an agreement between
a person and a limited liability company, under which:
(1) the person agrees to make a contribution in the future; and
(2) the limited liability company agrees that, at the time specified for the contribution in the
future, the limited liability company will accept the contribution, and reflect the contribution in
the required records.
Subd. 14. Contribution allowance agreement.
"Contribution allowance agreement" means
an agreement between a person and a limited liability company, under which:
(1) the person has the right, but not the obligation, to make a contribution in the future; and
(2) the limited liability company agrees that, if the person makes the specified contribution at
the time specified in the future, the limited liability company will accept the contribution, and
reflect the contribution in the required records.
Subd. 15. Dissolution.
"Dissolution" means that the limited liability company has incurred
an event under section
322B.80, subdivision 1
, subject only to sections
that obligates the limited liability company to wind up its affairs and to terminate its existence
as a legal entity.
Subd. 16.[Repealed, 1999 c 85 art 2 s 95
Subd. 17. Distribution.
"Distribution" means a direct or indirect transfer of money or
other property, other than its own membership interests, with or without consideration, or an
incurrence or issuance of indebtedness, by a limited liability company to any of its members in
respect of membership interests. A distribution may be in the form of an interim distribution or a
termination distribution, or as consideration for the purchase, redemption, or other acquisition of
its membership interests, or otherwise.
Subd. 17a. Domestic corporation.
"Domestic corporation" means a corporation, other than
a foreign corporation, organized for profit and incorporated under or governed by chapter 302A.
Subd. 17b. Electronic communication.
"Electronic communication" means any form of
communication, not directly involving the physical transmission of paper, that creates a record
that may be retained, retrieved, and reviewed by a recipient of the communication, and that may
be directly reproduced in paper form by the recipient through an automated process.
Subd. 18. Filed with the secretary of state.
"Filed with the secretary of state" means that
a document meeting the applicable requirements of this chapter, signed and accompanied by a
filing fee of $35, has been delivered to the secretary of state of this state. The secretary of state
shall endorse on the original the word "Filed" and the month, day, and year of filing, record
the document in the Office of the Secretary of State, and return a document to the person who
delivered it for filing.
Subd. 19. Financial rights.
"Financial rights" means a member's rights:
(1) to share in profits and losses as provided in section
(2) to share in distributions as provided in section
(3) to receive interim distributions as provided in section
(4) to receive termination distributions as provided in section
322B.873, subdivision 1
Subd. 19a. Foreign corporation.
"Foreign corporation" means an organization organized for
profit that is incorporated under laws other than the laws of this state for a purpose or purposes for
which a corporation may be incorporated under chapter 302A.
Subd. 20. Foreign limited liability company.
"Foreign limited liability company" means
a limited liability company organized for profit that is organized under or governed by laws
other than the laws of this state for a purpose or purposes for which a limited liability company
may be organized under this chapter.
Subd. 21. Good faith.
"Good faith" means honesty in fact in the conduct of the act or
Subd. 22. Governance rights.
"Governance rights" means all a member's rights as a member
in the limited liability company other than financial rights and the right to assign financial rights.
Subd. 23. Governing body.
"Governing body" means the body of an organization that has
been charged with managing or directing the management of the business and affairs of the
organization and which, if not the owners themselves, is responsible directly to the owners of
the organization. In the case of a domestic limited liability company, the governing body is the
board of governors, and in the case of a domestic corporation the governing body is the board of
Subd. 24. Governor.
"Governor" means a natural person serving on the board of governors.
Subd. 25. Intentionally.
"Intentionally" means that the person referred to either has a
purpose to do or fail to do the act or cause the result specified or believes that the act or failure
to act, if successful, will cause that result. A person intentionally violates a statute if the
person intentionally does the act or causes the result prohibited by the statute, or if the person
intentionally fails to do the act or cause the result required by the statute, even though the person
may not know of the existence or constitutionality of the statute or the scope or meaning of
the terms used in the statute.
Subd. 26. Know and knowledge.
A person "knows" or has "knowledge" of a fact when the
person has actual knowledge of it. A person does not know or have knowledge of a fact merely
because the person has reason to know of the fact.
Subd. 27. Legal representative.
"Legal representative" means a person empowered to act
for another person, including, but not limited to, an agent, manager, partner, or associate, of an
organization; a trustee of a trust; a personal representative; an executor of a will; an administrator
of an estate; a trustee in bankruptcy; and a receiver, guardian, custodian, or conservator of a
person or a person's estate.
Subd. 28. Limited liability company; domestic limited liability company.
liability company" or "domestic limited liability company" means a limited liability company,
other than a foreign limited liability company, organized under or governed by this chapter.
Subd. 29. Manager.
"Manager" means a person elected, appointed, or otherwise designated
as a manager by the board of governors, and any other person considered elected as a manager
pursuant to section
Subd. 30. Member.
"Member" means a person reflected in the required records of a limited
liability company as the owner of some governance rights of a membership interest of the limited
liability company. A person may be a member without having voting rights.
Subd. 31. Membership interest.
"Membership interest" means a member's interest in a
limited liability company consisting of a member's financial rights, a member's right to assign
financial rights as provided in section
, a member's governance rights, and a member's
right to assign governance rights as provided in section
Subd. 32. Notice.
"Notice" is given by a member of a limited liability company to the
limited liability company or a manager of a limited liability company when in writing and mailed
or delivered to the limited liability company or the manager at the registered office or principal
executive office of the limited liability company. In all other cases, notice is given to a person
when mailed to the person at an address designated by the person or at the last known address of
the person, or when communicated to the person orally, or when handed to the person, or when
left at the office of the person with a clerk or other person in charge of the office, or if there is
no one in charge, when left in a conspicuous place in the office, or if the office is closed or the
person to be notified has no office, when left at the dwelling house or usual place of abode of
the person with some person of suitable age and discretion who is residing there. Notice by
mail is given when deposited in the United States mail with sufficient postage affixed. Notice is
considered received when it is given.
Subd. 33. Bylaws.
"Bylaws" means rules, resolutions, or other provisions that:
(1) relate to the management of the business or the regulation of the affairs of the limited
liability company; and
(2) have been made expressly part of the bylaws by the action, taken from time to time under
, by the board of governors or the members.
Subd. 34. Organization.
"Organization" means a domestic or foreign limited liability
company, corporation, partnership, limited partnership, joint venture, association, business trust,
estate, trust, enterprise, and any other legal or commercial entity.
Subd. 35. Owners.
"Owners" means members in the case of a limited liability company
and shareholders in the case of a corporation.
Subd. 36. Ownership interests.
"Ownership interests" means membership interests in the
case of a limited liability company and shares in the case of a corporation.
Subd. 36a. Parent.
"Parent" of a specified organization means an organization that directly
or indirectly through related organizations owns more than 50 percent of the voting power of the
membership interests, shares, or other ownership interests entitled to vote for governors, directors,
or other members of the governing body of the specified organization.
Subd. 37. Person.
"Person" includes a natural person and an organization.
Subd. 38. Pertains.
A contribution "pertains" to a particular series when the contribution
is made in return for a membership interest in that particular series. A contribution pertains
to a particular class when the class has no series and the contribution is made in return for a
membership interest in the class. A contribution that pertains to a series does not pertain to the
class of which the series is a part.
Subd. 39. Principal executive office.
"Principal executive office" means an office where the
elected or appointed chief manager of the limited liability company has an office. If the limited
liability company has no elected or appointed chief manager, principal executive office means the
registered office of the limited liability company.
Subd. 40. Registered office.
"Registered office" means the place in this state designated in
the articles of organization as the registered office of the limited liability company.
Subd. 41. Related organization.
"Related organization" of a specified limited liability
company means a parent or subsidiary of the specified limited liability company or another
subsidiary of a parent of the specified limited liability company.
Subd. 41a. Remote communication.
"Remote communication" means communication via
electronic communication, conference telephone, video conference, the Internet, or such other
means by which persons not physically present in the same location may communicate with each
other on a substantially simultaneous basis.
Subd. 42. Required records.
"Required records" are those records required to be maintained
Subd. 43. Security.
"Security" has the meaning given it in section 80A.41(28).
Subd. 44. Series.
"Series" means a category of membership interests, within a class of
membership interests, that have some of the same rights and preferences as other membership
interests within the same class, but that differ in one or more rights and preferences from another
category of membership interests within that class.
Subd. 45. Signed.
(a) "Signed" means that the signature of a person has been written on a
document, as provided in section
645.44, subdivision 14
, and, with respect to a document required
by this chapter to be filed with the secretary of state, means that the document has been signed
by a person authorized to do so by this chapter, the articles of organization, a member control
agreement, or bylaws or a resolution approved by the governors as required by section
or the members as required by section
(b) A signature on a document may be a facsimile affixed, engraved, printed, placed,
stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner
reproduced on the document.
Subd. 45a. Subsidiary.
"Subsidiary" of a specified organization means an organization of
which more than 50 percent of the voting power of its membership interests, shares, or other
ownership interests entitled to vote for governors, directors, or other members of the governing
body of the organization is owned directly or indirectly through related organizations by the
Subd. 46. Successor organization.
"Successor organization" means an organization that,
pursuant to a business continuation agreement or an order of the court under section
, continues the business of the dissolved and terminated limited liability company.
Subd. 47. Surviving organization.
"Surviving organization" means the limited liability
company or domestic or foreign corporation resulting from a merger.
Subd. 48. Termination.
"Termination" means the end of a limited liability company's
existence as a legal entity and occurs when a notice of termination is filed with the secretary of
state under section
or is considered filed with the secretary of state under section
322B.75, subdivision 2
, clause (3).
Subd. 49. Vote.
"Vote" includes authorization by written action.
Subd. 50. Winding up.
"Winding up" means the period triggered by dissolution during
which the limited liability company ceases to carry on its business, except to the extent necessary
for concluding its affairs, and disposes of its assets under section
Subd. 51. Written action.
"Written action" means a written document signed by all of the
persons required to take the action described. The term also means the counterparts of a written
document signed by any of the persons taking the action described. Each counterpart constitutes
the action of the persons signing it, and all the counterparts, taken together, constitute one written
action by all of the persons signing them.
History: 1992 c 517 art 2 s 3; 1993 c 137 s 18-22; 1997 c 10 art 4 s 6,7; 1999 c 85 art 2
s 1-4,96; 2002 c 311 art 2 s 1-5; 2004 c 199 art 14 s 36,37; 2005 c 10 art 4 s 20; 2006 c 196
art 2 s 10; 2006 c 250 art 2 s 2-9
The amendment to subdivision 43 by Laws 2006, chapter 196, article 2, section 10,
is effective August 1, 2007. Laws 2006, chapter 196, article 1, section 52.