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Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.813. Procedure in winding up

Current as of January 01, 2025 | Updated by Findlaw Staff

<Laws 2014, c. 157, art. 1, § 91,repealed this section effective January 1, 2018.>

Subdivision 1. Procedures to be followed where winding up accomplished by merger. If the business of the limited liability company is wound up and terminated by merging the dissolved limited liability company into a successor organization:

(1) the procedures stated insections 322B.70to322B.76must be followed;

(2) sections 322B.816to322B.823and322B.863to322B.866do not apply; and

(3) once the merger is effective, a creditor or claimant of the terminated limited liability company, and all those claiming through or under the creditor or claimant, are barred from suing the terminated limited liability company on that claim or otherwise realizing upon or enforcing it against the terminated limited liability company, but the creditor, claimant, and those claiming under the creditor and claimant, may, if not otherwise barred by law, assert their claims against the surviving organization of the merger.

Subd. 2. Procedures to be followed otherwise. If the business of the limited liability company is to be wound up and terminated other than by merging the dissolved limited liability company into a successor organization, the procedures stated in subdivisions 3 to 5 must be followed.

Subd. 3. Collection and payment. When a notice of dissolution has been filed with the secretary of state, the board of governors, or the managers acting under the direction of the board of governors, shall proceed as soon as possible:

(1) to give notice to creditors and claimants undersection 322B.816or to proceed undersection 322B.82;

(2) to collect or make provision for the collection of all known debts due or owing to the limited liability company, including unperformed contribution agreements; and

(3) except as provided insections 322B.816,322B.82, and322B.863, to pay or make provision for the payment of all known debts, obligations, and liabilities of the limited liability company according to their priorities undersection 322B.873.

Subd. 4. Transfer of assets. Notwithstandingsection 322B.77, when a notice of dissolution has been filed with the secretary of state, the governors may sell, lease, transfer, or otherwise dispose of all or substantially all of the property and assets of a dissolved limited liability company without a vote of the members.

Subd. 5. Distribution to members. All tangible or intangible property, including money, remaining after the discharge of, or after making adequate provision for the discharge of, the debts, obligations, and liabilities of the limited liability company must be distributed to the members in accordance withsections 322B.52and322B.873.

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Cite this article: FindLaw.com - Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322B.813. Procedure in winding up - last updated January 01, 2025 | https://codes.findlaw.com/mn/business-social-and-charitable-organizations-ch-300-323a/mn-st-sect-322b-813/

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