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LLC Members Beware: Your Statutory Right to Information Is About to Change

March 17, 2015
Attorney at Law Magazine - Twin Cities Edition
Author: Janel Dressen

As the electronic age has vastly expanded the scope and amount of information available to the Internet surfing public about any random topic at the touch of a few buttons, the Minnesota Legislature has taken the opposite approach for members of limited liability companies (LLCs) by tightening the reins on their statutory right to information maintained by the company.

The reason for this change is based upon the desire to obtain uniformity. The new provision is patterned after the same provision in the Revised Uniform Liability Company Act (RULCA).

All LLCs formed under Minnesota law starting on Aug. 1, 2015 will be governed by the new Minnesota LLC Act, Chapter 322C. For any existing LLCs that do not elect to be governed by Chapter 322C, they will continue to be governed by the current LLC Act, Chapter 322B, until Jan. 1, 2018, at which time, they too will be governed by the new act.

The current act requires an LLC to maintain 16 different categories of records and grants members the “absolute right” to inspect and copy those records at no cost to the member. Minn. Stat. § 322B.373. Additionally, a member has the right to inspect and copy, at the member’s expense, other company records if the member demonstrates a “proper purpose,” which means “one reasonably related to the person’s interest as a member” of the company. Id., subd. 2(b). Read more.