Minnesota LLC Members

 Minnesota LLC Members

Minnesota LLC Members

Minnesota LLC Members – Defined

M.S. § 322C.0102, Subd. 15 defines a Minnesota LLC members in the following manner:

Subd. 15.   Member.

“Member” means a person that

  • has become a member of a limited liability company under section 322C.0401 and
  • has not dissociated under section 322C.0602.

Minnesota LLC Members – Single Member

M.S. § 322C.0401, Subd. 1 identifies the manner which a person becomes a Minnesota limited liability company member when there is to be only one initial member, by providing as follows:

Subdivision 1.   One initial member.

If a limited liability company is to have only one member upon formation,

the person becomes a member as agreed by

  • that person and
  • the organizer of the company.

That person and the organizer may be, but need not be, different persons.

If different, the organizer acts on behalf of the initial member.

Minnesota LLC Members – Multiple Members

M.S. § 322C.0401, Subd. 2  identifies the manner which persons become Minnesota LLC members when there is to be more than one initial member, by providing as follows:

Subd. 2.   Multiple initial members.

If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company.

The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.

Minnesota LLC Members – No Initial Members

M.S. § 322C.0401, Subd. 3  identifies the manner which persons become Minnesota LLC members when there are no initial members, by providing as follows:

Subd. 3.   Shelf limited liability company.

If a limited liability company is to have no members upon formation,

a person becomes an initial member of the limited liability company with the consent of a majority of the organizers.

The organizers may consent to more than one person simultaneously becoming the company’s initial members.

Minnesota LLC Members – Subsequent Members

M.S. § 322C.0401, Subd. 4  identifies the manner which persons become Minnesota LLC members after the company already has at least one initial member, by providing as follows:

Subd. 4.   Subsequent members.

After a limited liability company has or has had at least one member,

a person becomes a member:

(1)     as provided in the operating agreement;

(2)     as the result of a transaction effective under sections 322C.1001 to 322C.1015; [relating to mergers]

(3)     with the consent of all the members; or

(4)     if, within 90 consecutive days after the company ceases to have any members:

(i)      the last person to have been a member, or the legal representative of that person, designates a person to become a member; and

(ii)      the designated person consents to become a member.

Minnesota LLC Members – Contributions

M.S. § 322C.0401, Subd. 5 identifies that persons may become Minnesota LLC members without making any contributions to the Minnesota limited liability company, by providing as follows:

Subd. 5.  Neither transferable interest nor contribution required.

A person may become a member

  • without acquiring a transferable interest and
  • without making or being obligated to make a contribution to the limited liability company.

Minnesota LLC Members – Transferable Interest

M.S. § 322C.0102, Subd. 28 defines the term transferable interest with respect to Minnesota LLC members – in the following manner:

Subd. 28.  Transferable interest.

Transferable interest” means the right,

  • as originally associated with a person’s capacity as a member,
  • to receive distributions from a limited liability company in accordance with the operating agreement,
  • whether or not the person remains a member or continues to own any part of the right.

Minnesota LLC Members – Contributions

M.S. § 322C.0102, Subd. 5 defines the term contribution with respect to Minnesota LLC members in the following manner:

Subd. 5.  Contribution.

Contribution” means any benefit provided by a person to a limited liability company:

(1)     in order to become a member upon formation of the company and in accordance with an agreement between or among the persons that have agreed to become the initial members of the company;

(2)     in order to become a member after formation of the company and in accordance with an agreement between the person and the company; or

(3)     in the person’s capacity as a member and in accordance with the operating agreement or an agreement between the member and the company.

Conclusion;

Minnesota LLC Members

Please contact Minnesota Attorney Gary C. Dahle for legal assistance with respect to any issues relating to Minnesota LLC members or Minnesota LLC membership issues.

Legal fees will be applicable for services rendered – and advance payment may be required.

Minnesota LLC Articles of Organization

Minnesota LLC Board Management

Minnesota LLC Contributions

Minnesota LLC Dissociation

Minnesota LLC Dissolution

Minnesota LLC Dissolution Distribution

Minnesota LLC Distribution

Minnesota LLC Governance

Minnesota LLC Operating Agreements

Minnesota LLC Transferable Interest

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No claim to original government works.

Gary C. Dahle – Attorney at Law

2704 County Road 10, Mounds View, MN 55112

Phone: 763-780-8390    Fax: 763-780-1735

Gary@dahlelaw.com

Legal Disclaimer

Information provided herein is only for general informational and educational purposes.

The laws relating to Minnesota Limited Liability Companies involve many complex legal issues. If you have a specific legal problem about which you are seeking advice, consult with an attorney of your choice.

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