Partners, shares, buyouts, deals, and companies that stop getting along.
Minnesota's receivership statute, Minn. Stat. ch. 576, distinguishes general from limited receivers and gives a court-appointed stranger control of the assets. For owners it is an emergency; for buyers of distressed assets it is an opportunity.
Read →Minn. Stat. § 322C.0701 lets a Minnesota LLC member petition a court when those in control act illegally, fraudulently, or oppressively. The court's most valuable remedy is not dissolution — it is a court-ordered buyout at fair value.
Read →Minn. Stat. § 322C.0207 routes an LLC certificate to § 5.12, and § 5.26 defines good standing as compliance with Secretary of State filing requirements. That is all it certifies. Not taxes, not solvency, not authority.
Read →Forming an LLC or corporation is not the end of the analysis. Under Victoria Elevator Co. v. Meriden Grain Co., Minnesota courts pierce the corporate veil using a two-prong test — a non-exclusive list of relationship factors, plus injustice or fundamental unfairness.
Read →Minn. Stat. § 322C.0407 recognizes member-managed, manager-managed, and board-managed LLCs. The default is member-managed, the election is made in the operating agreement, and what the articles say about it does not control.
Read →In FS Credit Opportunities Corp. v. Saba Capital, the Court held there is no private right of action under Section 47(b) of the Investment Company Act. Minnesota's blue-sky statute gives express private remedies, with limitations periods as short as one year.
Read →Minn. Stat. § 322C.0206 makes a signer who knew the record was inaccurate personally liable to anyone who suffers a loss by relying on it — and reaches members and managers who never signed anything at all.
Read →Minn. Stat. § 322C.0705 terminates an LLC that misses the free annual renewal. Section 322C.0706 reinstates it retroactively and validates the contracts signed in the gap — but only three of its effects, and only for domestic companies.
Read →A Minnesota deal lawyer's plain-English guide to asset vs. equity purchases — liabilities, successor risk, the non-compete ban, taxes, and why the choice matters.
Read →Chapter 319B applies only if your organizational document says three specific things. Minn. Stat. § 319B.03, subd. 2 sets the election; § 319B.06, subd. 3 declines to change what you owe the person you served.
Read →Minn. Stat. §§ 322C.0902 and 322C.0903 decide whether a member's claim survives the caption. Demand, futility, proper-plaintiff status, and the direct/derivative line each dismiss cases on their own.
Read →Minn. Stat. § 322C.0701 lists six dissolution triggers. Three are events your operating agreement can rewrite; two are court powers it is forbidden to touch. Knowing which is which decides whether you draft or you file.
Read →Minn. Stat. § 302A.751 lets a shareholder in a Minnesota corporation that is not publicly held sue over conduct that is 'unfairly prejudicial' — and subdivision 3a directs courts to weigh the parties' reasonable expectations. The remedy is usually a buyout at fair value.
Read →Minn. Stat. § 513.01, § 507.02, § 334.01, subd. 2, § 181.723, subd. 4(a)(9), and § 504B.291, subd. 1(c) all require a writing — and read together they put the cost of an undocumented deal on the party who had the power and the reason to document it.
Read →Minnesota's LLC act fills every gap in your operating agreement with default rules. What those defaults actually say, and where agreements break down.
Read →Minn. Stat. § 302A.661, subd. 4 limits an asset buyer's liability to what the contract or another statute imposes, and says an asset sale is not a de facto merger. Federal courts read it as abrogating most of the old common-law exceptions. The Minnesota Court of Appeals has not squarely agreed.
Read →Minn. Stat. § 302A.457 lets shareholders do by agreement what bylaws cannot — move the board's authority, and the directors' liability, to themselves. It is also what a court reads under § 302A.751, subd. 3a.
Read →Minn. Stat. § 322C.0410 gives a member-managed LLC member a broad, purpose-free right to records — and gives a manager-managed member a narrower one. A dissociated member keeps a third right entirely.
Read →Dissolution under Minn. Stat. §§ 302A.701–302A.791, with the LLC parallel at §§ 322C.0701–322C.0708. The claims procedure is what cuts off exposure: 90 days with notice, two years without — and an administratively dissolved corporation gets neither.
Read →Minn. Stat. § 80C.21, § 337.10, subd. 1, § 325E.37, subd. 7, and § 181.988, subd. 3 each void an out-of-state choice-of-law or forum clause in a defined class of contract. Read together they describe a rule; the FAA question at the edge is genuinely unsettled.
Read →Minn. Stat. ch. 80C registers the sale of franchises — but what franchisees need is § 80C.14's 90-day termination notice and 180-day nonrenewal rule, § 80C.17's fee-shifting, and § 80C.21, which voids any waiver or choice-of-law clause.
Read →Minn. Stat. § 336.9-626(a)(2) and (a)(4), § 302A.751, subd. 2, §§ 513.42(b), 513.44(c), 513.45(c), 513.48(g), and § 550.175, subd. 1 all answer the question 'what is this worth?' — and they hand the burden to a different party each time.
Read →Minn. Stat. § 302A.661, subd. 4 protects an asset buyer — and expressly preserves liability imposed by 'other statutes of this state.' Those statutes include § 181.723, subd. 7(e) and the UVTA at §§ 513.41–.51, with federal MPPAA overlay at 29 U.S.C. § 1384.
Read →A buy-sell agreement decides what happens when an owner dies, divorces, quits, or is forced out. In Minnesota it does something more: under Minn. Stat. § 302A.751, subd. 3a, buy-sell agreements are presumed to reflect shareholders' reasonable expectations concerning the matters they deal with.
Read →Everyone reads the two lists in Minn. Stat. § 322C.0110 — what an operating agreement may not do, and what it may. The provision that decides member disputes is subdivision 8, which fixes when, by whom, and on what record a duty term gets tested.
Read →Minn. Stat. § 302A.461, subd. 4(a) gives a shareholder of a non-publicly-held Minnesota corporation an absolute right to inspect the share register and ten enumerated categories of record — with no proper purpose to prove, and attorney fees if the company refuses.
Read →Seven of the eleven restrictions on a Minnesota operating agreement admit no exception at all — including the one that makes Minnesota law non-negotiable for a Minnesota LLC's internal affairs, and the one that follows a void term into the articles of organization.
Read →Victoria Elevator requires a multi-factor showing plus injustice. Minn. Stat. § 270C.56, § 302A.559, § 181.723, subd. 7(d), § 336.3-402, and § 513.48 require none of it — and reach the owner directly.
Read →Minn. Stat. §§ 322C.1001–322C.1016 make merger, conversion, and domestication statutory transactions with a filed plan and a unanimity default. Section 322C.1010, subd. 1: the converted organization 'is for all purposes the same entity that existed before.'
Read →Minn. Stat. § 513.42, § 302A.551, § 322C.0405, § 576.25, and 11 U.S.C. § 101(32) all turn on insolvency and none of them measures it the same way. A lawful corporate distribution can be a voidable transfer on identical facts.
Read →Chapter 322C never addresses single-member companies except to confirm a sole member has an operating agreement. It does not say whether the § 322C.0503 charging order protects one. It does say the company dissolves 90 days after the owner dies.
Read →Minn. Stat. § 322C.0601 gives every member the power to walk out. Section 322C.0603 turns the interest into a bare transferable interest. There is no buyout — and § 322C.0102, subd. 15 quietly strips the standing to ask for one.
Read →Chapter 322C never uses the words capital call, capital account, dilution, or forfeiture. Minn. Stat. § 322C.0401, subd. 5 says a member need not contribute at all. What that leaves is a contract — measured against Gorco Construction Co. v. Stein.
Read →Minn. Stat. § 322C.0408 makes indemnification and advancement of defense costs mandatory for Minnesota LLCs by default. Section 322C.0408, subd. 4 lets the operating agreement delete both.
Read →Minn. Stat. § 322C.0301 ends status-based agency for LLC members. Section 322C.0302 replaces it with an optional filing — one that grants power broadly, limits it narrowly, and never expires.
Read →Minn. Stat. §§ 322C.0405 and 322C.0406 impose a fault-based clawback on the people who approved a distribution and a knowledge-based one on the people who took it. The two-year bar covers less than it looks like it does.
Read →Chapter 322C gives a deadlocked LLC member a dissolution petition and — read closely — no buyout to go with it. The exit has to be built into the operating agreement first.
Read →Minn. Stat. § 322C.0503 makes the charging order the exclusive remedy against a member's transferable interest. Read closely, it is narrower than both sides usually think.
Read →Minn. Stat. §§ 325D.49–325D.66 mirror Sherman Act §§ 1 and 2 almost word for word. But § 325D.57 gives treble damages to anyone 'injured directly or indirectly' — and the act contains no provision telling courts to follow federal law.
Read →Minn. Stat. §§ 336.2-313 to 336.2-316 create and disclaim warranties on the sale of goods; § 336.2-607(3)(a) bars the buyer who fails to notify; § 336.2-719 lets a seller cap the remedy — until the cap fails of its essential purpose.
Read →Minn. Stat. § 322C.0201 forms an LLC on filing and a $135 payment. Minn. Stat. § 302A.821, subd. 4(b) administratively dissolves a corporation that skips its annual renewal — and says that corporation 'is not entitled to the benefits of section 302A.781,' the claims bar.
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