Section Legislative Proposals 

February 2016:  The Business Law Section’s Executive Council voted to support the recommendation of the Partnerships/Limited Liability Companies Committee to propose legislation that will do the following:

(a) make changes to Minnesota Statutes outside Chapter 322C that refer to limited liability companies to fully integrate Chapter 322C with the rest of Minnesota Statutes;

(b) prohibit Chapter 322C LLCs from directly converting into Chapter 304A public benefit corporations;

(c) incorporate a provision that was contained in 322B (the previous LLC statute) granting a Board of a Board-managed LLC the authority without member approval to transfer assets to wholly-owned subsidiaries and to grant a security interest in all or substantially all of the LLC’s asset secure loans; 

(d) change terminology regarding conversions/domestications to avoid any issues with states that use other terminology in their LLC statutes; and

(e) modify three provisions to clearly specify fees payable to the Minnesota Secretary of State for certain filings related to Chapter 322C LLCs.