Bill Summary: SF1648 - Minnesota Revised Uniform Limited Liability Company Act

• Enacts a comprehensive revised uniform limited liability company act (Chapter 322C) that replaces the existing limited liability company law (Chapter 322B), effective January 1, 2018.

• Establishes three management structures for LLCs: member-managed (default), manager-managed, and board-managed (with governors), allowing flexibility in organizational governance.

• Provides detailed provisions on LLC formation, operation, member rights and duties, distributions, dissolution, and winding up, including fiduciary duties, indemnification, and standards of conduct.

• Authorizes mergers, exchanges, conversions, and domestications involving LLCs and other business entities, with requirements for member consent and specific filing procedures.

• Includes conforming changes to other Minnesota statutes referencing limited liability companies and repeals the prior Chapter 322B LLC law.