Minnesota Statutes Business, Social, and Charitable Organizations (Ch. 300-323A) § 322C.0302. Statement of authority

Subdivision 1.Filing of statement with secretary of state; contents. A limited liability company may file with the secretary of state a statement of authority. The statement:

Subd. 2.Amendment or cancellation of statement. To amend or cancel a statement of authority filed with the secretary of state undersection 322C.0205, subdivision 1, a limited liability company must file with the secretary of state an amendment or cancellation stating:

Subd. 3.Statements effective only as to nonmembers. A statement of authority affects only the power of a person to bind a limited liability company to persons that are not members.

Subd. 4.Limitations of authority. Subject to subdivision 3 andsection 322C.0103, subdivision 4, and except as otherwise provided in subdivisions 6, 7, and 8, a limitation on the authority of a person or a position contained in an effective statement of authority is not by itself evidence of knowledge or notice of the limitation by any person.

Subd. 5.Authority to transfer property other than real property. Subject to subdivision 3, a grant of authority not pertaining to transfers of real property and contained in an effective statement of authority is conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value:

Subd. 6.Authority to transfer real property. Subject to subdivision 3, an effective statement of authority that grants authority to transfer real property held in the name of the limited liability company, whether or not a certified copy of the statement is recorded in the real property records, is conclusive in favor of a person that gives value in reliance on the grant without knowledge to the contrary, except to the extent that when the person gives value:

Subd. 7.Recording; constructive notice regarding real property. Subject to subdivision 3, if a certified copy of an effective statement containing a limitation on the authority to transfer real property held in the name of a limited liability company is recorded in the real property records, all persons are deemed to know of the limitation.

Subd. 8.Statements of dissolution or termination. Subject to subdivision 9, an effective statement of dissolution or termination is a cancellation of any filed statement of authority for the purposes of subdivision 6 and is a limitation on authority for the purposes of subdivision 7.

Subd. 9.Postdissolution statements. After a statement of dissolution becomes effective, a limited liability company may file with the secretary of state and, if appropriate, may record in the real property records, a statement of authority that is designated as a postdissolution statement of authority. The statement operates as provided in subdivisions 6 and 7.

Subd. 10.Statement of denial. An effective statement of denial operates as a restrictive amendment under this section and may be recorded by certified copy in the real property records for the purposes of subdivision 6, clause (1).