Minnesota's limited liability act changed effective July 1, 2017. The changes result in the deletion of Minnesota's prior limited liability act and the enactment of the Minnesota Revised Uniform Limited Liability Company Act ("the LLC Act"). The LLC Act affects all limited liability companies formed in Minnesota prior to July 1, 2015.
From my perspective, the LLC Act's two biggest day-to-day changes are;
- Utilization of an operating agreement from a member control agreement and to using a Manager based leadership from a president. Formerly member control agreements used to codify relationships between members, authorities, succession plans, and the like. That type agreement is now moot.
- To comport with the practices most of the rest of the country, the title Manager is now used to identify who has the authority to bind the LLC to a contract.
For existing LLCs, the LLC Act forces two immediate changes. First, change the internal titles to reflect your lead person is a Manager. Second, adopt an operating agreement to reflect the relationship between members, who succeeds members, and other such issues.
There no foreseeable changes to the LLC Act, so the value you recognize from making changes now should be recognized for a long time. Plus, getting up to date now can save you litigation headaches and tens of thousands of dollars in future fights. I am ready to meet with you and your ownership to prepare an operating agreement that reflects your company's structure, a better call to make than one asking for helping in a bitter dissolution fight.
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