Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.81. Filing notice of dissolution and effect

Subdivision 1. Contents. If dissolution of the limited liability company is approved pursuant tosection 322B.806, subdivision 2, or it occurs undersection 322B.80, subdivision 1, clause (1) or (5), the limited liability company shall file with the secretary of state a notice of dissolution. The notice must contain:

Subd. 2. Winding up. When the notice of dissolution has been filed with the secretary of state, and subject tosection 322B.823, the limited liability company shall cease to carry on its business, except to the extent necessary for the winding up of the business of the limited liability company. The members shall retain the right to revoke the dissolution in accordance withsection 322B.823and the right to remove governors or fill vacancies on the board of governors. The limited liability company existence continues to the extent necessary to wind up the affairs of the limited liability company until the dissolution is revoked or articles of termination are filed with the secretary of state.

Subd. 3. Certain mergers permitted during winding up. As part of winding up, the limited liability company may participate in a merger with another limited liability company or with a domestic or foreign corporation undersections 322B.70to322B.76, but the dissolved limited liability company shall not be the surviving organization.

Subd. 4. Remedies continued. The filing with the secretary of state of a notice of dissolution does not affect any remedy in favor of the limited liability company or any remedy against it or its governors, managers, or members in those capacities, except as provided insection 322B.816,322B.82, or322B.863.