Articles Of Organization
A limited liability company is formed by filing articles of organization with the Secretary of State and paying the filing fee. Minimum requirements for the articles of organization are provided on an articles of organization form that is available from the Secretary of State’s website at www.sos.state.mn.us/index.aspx?page=331 or by fax from the Fax Forms library at (651) 296-2803 or by mail from the Secretary of State. The articles of organization may add to or modify many of the basic statutory provisions set forth in the Minnesota Limited Liability Company Act. An attorney can assist in drafting articles of organization to assure that the needs and desires of the members, as well as legal requirements, are met. Organizers of a limited liability company must be at least 18 years of age.
Limited Liability Company Name
Requirements for the limited liability company name are discussed in this post on naming the business entity.
A limited liability company must have a registered office located in the state of Minnesota. The registered office may be the place where the business is located or it may be in a different location. The registered office address must be the address of a physical location where a person who represents the limited liability company can be found. A registered office address cannot be a post office box. Acceptable registered office addresses include a complete street address, a rural route and rural route box or fire number or directions from a landmark to the office location. If directions are given, a mailing address in the same or an adjacent town must be given. All addresses must have a zip code.
The limited liability company is not required to name a registered agent in the articles of organization, but if the limited liability company decides to name an agent, the articles must list the name of the agent and the agent must be located at the registered office.
Names, Addresses and Signatures of Organizers
The articles of organization must list the names and complete mailing addresses, including zip codes, of each of the organizers. There must be at least one organizer. Each organizer must be a natural person who is at least 18 years old. Each organizer must sign the articles.
There are a number of provisions that may be altered in the articles of organization but need not appear in the articles in order to properly form a limited liability company. A brief description of each of these provisions appears in Minnesota Statutes § 322B.104 subdivisions 2, 3, and 4. Some of these provisions include:
- The power to adopt, amend or repeal the operating agreement is vested in the board of governors (Minnesota Statutes § 322B.201);
- Governors serve for an indefinite term that expires at the next regular meeting of the members (Minnesota Statutes § 322B.606);
- A limited liability company must allow cumulative voting for governors (Minnesota Statute § 322B.610);
- Absent governors may be permitted to give written consent or opposition to a proposal (Minnesota Statutes § 322B.615);
- A larger than majority vote may be required for board of governor action (Minnesota Statutes § 322B.617);
- The affirmative vote of a majority of governors present is required for an action of the board of governors (Minnesota Statutes § 322B.617);
- A written action by the board of governors taken without a meeting must be signed by all governors (Minnesota Statutes § 322B.618);
- All membership interests have equal rights and preferences in all matters not otherwise provided for by the board of governors (Minnesota Statutes § 322B.401, subdivision 5, clause 2);
- A member has certain preemptive rights, unless otherwise provided by the board of governors (Minnesota Statutes § 322B.310);
- The voting power of each membership interest is in proportion to the value reflected in the required records of the contributions of the members (Minnesota Statutes § 322B.318);
- Members share in distributions in proportion to the value reflected in the required records of contributions of the members (Minnesota Statutes § 322B.501);
- Members share in profits and losses in proportion to the value reflected in the required records of the contributions of the members (Minnesota Statutes § 322B.309).
The next post will cover amending the Articles of Organization and changing the office or registered agent.
This post is part of a series of posts on forming a limited liability corporation.