CHAPTER 1
Minnesota’s New LLC Act
Introduction; History of Minnesota LLCs; Adoption of Chapter 322C; Principal Reasons for Adopting Chapter 322C; Significant Differences Between Chapter 322C and the Old Act; Effective Dates and Transition from the Old Act to Chapter 322C
– William D. Klein

CHAPTER 2
Tax Considerations
Introduction; LLCs Taxed as Partnerships; LLCs Taxed as Disregarded Entities; LLCs Taxed as Corporations
– William D. Klein

CHAPTER 3
LLC Formation Process and Documents
General Overview; Organization Checklist; Formation and Formation Documents; Additional Formation Actions
– Kim A. Lowe

CHAPTER 4
Governance, Authority, and Management Structures
Introduction; Management Structures Overview; Member Management; Manager Management; Board Management; Member Action/Consent; Relationships of Members and Management to Third Parties; Effect of Dissolution on Management Rights; Remuneration
– William D. Klein

CHAPTER 5
Executive Compensation
Introduction; Establishing the Terms of Employment; Equity-Based Compensation; Tax-Qualified Employee Benefits; Nonqualified Deferred Compensation Arrangements
– Edward J. Wegerson & Jessica DuBois

CHAPTER 6
Member Rights, Fiduciary Duties, Oppression, Liability, Remedies, and Indemnification
Introduction; The Operating Agreement – Member Rights; Fiduciary Duties for Members, Managers, and Governors; Oppression; Direct and Derivative Actions; Special Litigation Committees; The Right to Information; Dissenters’ Rights; Remedies; Indemnification
– Janel M. Dressen, Wallace G. Hilke & Vincent D. Louwagie

CHAPTER 7
Private Capital Formation
Introduction; Securities and Registration Concerns; Federal Exemptions; Minnesota and Other State Exemptions; Integration; Anti-Fraud Considerations; Disqualification Provisions; Restrictions on Resale of Securities; Financing Sources; Preparing for the Next Level of Financing; Other Pre-Institutional Rounds; Subsequent Rounds in a Limited Liability Company; Venture Capital Investment
– Larry S. Fox & Jeffrey C. Robbins

CHAPTER 8
Limited Liability, Piercing an LLC’s Liability Shield, Reverse Piercing, Entity by Estoppel, and Successor Liability
Introduction; Limited Liability; Exceptions to Limited Liability; Piercing the Liability Shield; Reverse Piercing; Entity by Estoppel; Successor Liability; Joint Employer Doctrine and Single Employer Doctrine
– Bradley J. Lindeman

CHAPTER 9
Entity Conversions Involving Limited Liability Companies
Introduction; Conversions and Mergers Involving LLCs; Conversion of a Sole Proprietorship Into an LLC; Statutory Conversion of a Partnership Into an LLC;  Statutory Conversion of a Corporation Into an LLC; Statutory Conversion of an LLC Into a Corporation; Other Methods of Converting a Partnership into an LLC; Merger of Corporation Into an LLC; Change of Entity Domicile; Domestication; Corporate Transparency Act Compliance
– Jeffrey C. O’Brien

CHAPTER 10
Dissolution, Receivership, and Bankruptcy
Dissolution of the Limited Liability Company; Voluntary Dissolution; Administrative Termination; Involuntary Dissolution; Receiverships; Assignment for the Benefit of Creditors; Bankruptcy
– Samuel M. Andre & Jessica Manivasager

CHAPTER 11
Single-Member LLCs
Introduction; Factors to Consider in Choosing a Single-Member LLC; Overview of Single-Member LLCs; Changing from a Single-Member LLC to a Multiple-Member LLC; Appendix A – Sample Single-Member LLC Articles of Organization; Appendix B – Single-Member LLC Operating Agreement
– J. Patrick Plunkett

CHAPTER 12
Nonprofit LLCs
Requirements of Minnesota Law; Tax Treatment; Factors to Consider in Choosing a Nonprofit LLC; Appendix A – Sample LLC Articles of Organization; Appendix B – Sample Nonprofit LLC Operating Agreement
– J. Patrick Plunkett

CHAPTER 13
Professional LLCs
Requirements of Minnesota Law; Factors to Consider in Selecting a Professional Business Entity; Appendix A – Sample Minnesota Professional LLC Articles of Organization
– Ryan S. Johnson & Sage H. O’Neil

Table of Authorities
Subject Index

CHAPTER 3
LLC Formation Process and Documents

• Form 3-01 – LLC Formation Checklist
  
• Form 3-02 – Sample Articles of Organization
  
• Form 3-03 – Checklist of Provisions for the LLC Operating Agreement
  
• Form 3-04 – Sample Multi-Member Managed LLC Operating Agreement
  
• Form 3-05 – Statement of Authority Forms
  

CHAPTER 9
Entity Conversions Involving Limited Liability Companies

• Form 9-01 – Sample Bill of Sale: Sole Proprietorship to LLC
  
• Form 9-02 – Sample Assignment and Assumption Agreement: Sole Proprietorship to LLC
  
• Form 9-03 – Sample Articles of Conversion: Corporation to LLC
  
• Form 9-04 – Sample Articles of Merger: Corporation to LLC 

CHAPTER 11
Single-Member LLCs

• Form 11-01 – Sample Single-Member LLC Articles of Organization
• Form 11-02 – Sample Single-Member LLC Operating Agreement

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