Minnesota’s Limited Liability Company Statute Changes January 1, 2018

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Minnesota law regarding limited liability companies changes on January 1, 2018. On that date almost every limited liability company (LLC) formed in Minnesota under its “old” 1992 law will now fall under a new – much different – 2014 LLC law. The new law differs from the old in many ways, including providing far fewer default provisions. The default features it does provide differ dramatically from the old law.

These differences can be striking and unexpected. For example, the new law’s default for owner voting is not based proportionally on the number of units or shares owned, but by the owner, per capita. The new law has a similar default provision for the distribution of income; per capita and not proportional to ownership percentage. The new law allows members to define acceptable conduct, regarding conflicts of interest for example, where the old law might have prohibited such conduct.

Continue reading the article by Mike Glover which appeared in the October 2017 Trucking Minnesota magazine.