Section 322B.803 Nonjudicial Dissolution and Termination Prior to Accepting Contributions - Minnesota Statutes

322B.803 NONJUDICIAL DISSOLUTION AND TERMINATION PRIOR TO ACCEPTING CONTRIBUTIONS.

Subdivision 1.Manner.

A limited liability company that has not accepted contributions may be dissolved and terminated by the organizers or governors in the manner set forth in this section.

Subd. 2.Articles of dissolution and termination.

(a) A majority of the organizers or governors shall sign articles of dissolution and termination containing:

(1) the name of the limited liability company;

(2) the date of organization;

(3) a statement that contributions have not been accepted;

(4) a statement that no debts remain unpaid.

(b) The articles of dissolution and termination shall be filed with the secretary of state.

Subd. 3.Effective date.

When the articles of dissolution and termination have been filed with the secretary of state, the limited liability company is terminated.

Subd. 4.Certificate of termination.

The secretary of state shall issue to the terminated limited liability company or its legal representative a certificate of termination that contains:

(1) the name of the limited liability company;

(2) the date and time the articles of dissolution and termination were filed with the secretary of state; and

(3) a statement that the limited liability company is terminated.

History:

1992 c 517 art 2 s 105; 1996 c 361 s 46,47