Learn About The Law
Get help with your legal needs
FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.
Current as of January 01, 2025 | Updated by Findlaw Staff
Subdivision 1.Organizers. One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization.
Subd. 2. Required contents of articles of organization. Articles of organization must state:
(1) the name of the limited liability company, which must comply withsection 322C.0108;
(2) the street address of the initial registered office and, if the limited liability company has an agent for the service of process, the name of the agent for service of process of the company at the registered office; and
(3) the name and street address of each organizer.
Subd. 3.Optional contents of articles of organization. Subject tosection 322C.0112, subdivision 3, articles of organization may also contain statements as to matters other than those required by subdivision 2. However, a statement in articles of organization is not effective as a statement of authority.
Subd. 4. Formation. (a) A limited liability company is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135.
(b) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(c) The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.
Cite this article: FindLaw.com - Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322C.0201. Formation of limited liability company; articles of organization - last updated January 01, 2025 | https://codes.findlaw.com/mn/business-social-and-charitable-organizations-ch-300-323a/mn-st-sect-322c-0201/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.
A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.
Get help with your legal needs
FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.
Search our directory by legal issue
Enter information in one or both fields (Required)