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MINNESOTA LLC ACT

Below are the citation and first paragraphs of a article about the soon-forthcoming new version of the Minnesota LLC Act.  The article will of course be of interest to Minnesota lawyers but also to people (like me) who try to follow LLC statutory developments nationwide.

74-JUN Bench & B. Minn. 27
Bench and Bar of Minnesota
May/June, 2017
David Jenson
Copyright © 2017 by Minnesota State Bar Association; David Jenson
WHY YOU MAY NEED AN LLC UPDATE IN 2017

Ready or Not, Minnesota’s LLC Law Changes in January 2018

Many Minnesota LLCs have not yet updated their member control agreements and related documents to accommodate the new realities of a Chapter 322C world, but starting in 2018 that statute will govern all LLCs in the state. This article explores the impact of the change and explains why it’s crucial for businesses to adapt to Chapter 322C on their own terms while there is still time to do so.

For Minnesota LLCs, the clock is ticking to update member control agreements and related documents before a new and different LLC statute automatically applies on January 1, 2018.

Since August 1, 2015, anyone forming a new LLC in Minnesota has confronted the Minnesota Revised Uniform Limited Liability Company Act, also known as Chapter 322C. Minnesota’s new LLC statute differs significantly from the “old” LLC statute, Chapter 322B, but many existing LLCs and their owners have continued under Chapter 322B unaffected by (and perhaps unaware of) this major change and have been spared the necessity of confronting the new law because Chapter 322C currently only applies to newly formed companies and Chapter 322B LLCs that take action to opt in to Chapter 322C.

That all changes in January, when Chapter 322C will automatically apply to all Minnesota LLCs, whether their owners ever intended to be subject to Chapter 322C or not. This article explores the impact of this looming change and posits that it is crucial for businesses to adapt to Chapter 322C on their own terms rather than be forced (perhaps unawares) into Chapter 322C next year.

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