Minnesota Statutes 322C.0603 – Effect of Person’s Dissociation as Member
Subdivision 1.Effect of dissociation.
When a person is dissociated as a member of a limited liability company:
Terms Used In Minnesota Statutes 322C.0603
- Fiduciary: A trustee, executor, or administrator.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Person: may extend and be applied to bodies politic and corporate, and to partnerships and other unincorporated associations. See Minnesota Statutes 645.44
(1) the person’s right to participate as a member in the management and conduct of the company’s activities terminates;
(2) if the company is member-managed, the person’s fiduciary duties as a member end with regard to matters arising and events occurring after the person’s dissociation; and
(3) subject to sections 322C.0504 and 322C.1001 to 322C.1015, any transferable interest owned by the person immediately before dissociation in the person’s capacity as a member is owned by the person solely as a transferee.
Subd. 2.No discharge.
A person’s dissociation as a member of a limited liability company does not of itself discharge the person from any debt, obligation, or other liability to the company or the other members that the person incurred while a member.