Bill Summary: HF977

• Enacts the Minnesota Revised Uniform Limited Liability Company Act (Chapter 322C), establishing comprehensive rules for formation, operation, management, and dissolution of limited liability companies effective August 1, 2015.

• Creates three LLC management structures: member-managed (default), manager-managed, and board-managed (for nonprofit LLCs), with defined authority, fiduciary duties, and operational requirements for each.

• Replaces the previous Limited Liability Company Act (Chapter 322B) with modernized provisions including updated rules for member contributions, distributions, transferable interests, dissociation, and member actions.

• Establishes procedures for merger, conversion, and domestication of LLCs and other business organizations, including filing requirements with the Secretary of State.

• Introduces nonprofit limited liability companies with restrictions on pecuniary gain and distributions, board-managed governance requirements, and provisions making Chapter 317A (nonprofit corporation law) provisions applicable.