On January 1, 2018, all LLCs will be governed by the Revised Uniform LLC Act (“RULLCA”), even those formed under the previous LLC statute, Chapter 322B.

The new act seeks to simplify the law governing LLCs and bring Minnesota in line with the laws in other states.  It treats LLCs more like partnerships than corporations.  Substantive changes in the law include the requirement of an Operating Agreement (formerly known as a member control agreement) for companies with more than one member, although such an agreement need not be in writing.  The act also permits three types of company governance and management: member-managed companies, manager-managed companies, or board-managed companies.  Members have more flexibility to opt out of some of the fiduciary duties of loyalty and care, provided that the membership gives informed consent and the waiver of duties is not manifestly unreasonable. 

If you have questions about the impact of the new law on your existing LLC, or questions about company formation generally, contact Van Tassel Law Firm.