Legislative updates

House File 2764, effective January 1, 2019, amends provisions governing conversions of limited partnerships and partnerships and adds provisions for domestications of limited partnerships and partnerships.

Case summaries

Separate Existence of Affiliated LLCs
State v. Owens, A18-1800, decided May 20, 2019. The Minnesota Court of Appeals answered a certified question by stating that two wholly owned subsidiary LLCs of the same parent were separate entities and thus the transfer of cannabis oil from one subsidiary to the other was a transfer to another person and violated the law prohibiting transfers to another person.
Charging Order
Benzick v. Palm Properties LLC, A18-0956, decided March 25, 2019. The Minnesota Court of Appeals ruled the trial court abused its discretion in issuing a charging order that required LLCs to deliver all payments due to a debtor member to the creditor and not just distributions due.

Other notices

As a reminder, Minnesota enacted the Revised Uniform Limited Liability Company Act effective August 1, 2015. The old law remained in effect and continued to govern LLCs formed or registered before August 1, 2015 until January 1, 2018. On January 1, 2018 the old law is repealed, at which time the Revised Act will govern all LLCs. Read the notice from the Secretary of State.