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Your LLC Board May Not Have Authority to Act

As you are aware, as of January 1, 2018, all LLCs organized in Minnesota are now governed under the new LLC Act regardless of when your LLC was created. The transfer of your LLC to the New LLC Act happened automatically under law on January 1, 2018.

Under the old law, all LLCs created in Minnesota were board-managed as the old law had a board governance structure for all LLCs. Under the new law, there are three options for management: 1) board-managed; 2) manager-managed; and 3) member-managed. However, all LLCs under the new law are member-managed, unless your operating agreement expressly states otherwise. Odds are high that your operating agreement does not expressly state otherwise because: 1) your LLC does not have an operating agreement; or 2) your LLC has an operating agreement, but there is no express statement as to the management because at the time the operating agreement was drafted all LLCs in Minnesota were board-managed.

Therefore, if your operating agreement does not expressly state your LLC is board-managed, your LLC is member-managed. It is prudent to retain counsel to revise your operating agreement and counsel your LLC on the proper governance given the change in the law.

Spangler and de Stefano, PLLP assists clients with LLCs and legal entity issues. It is prudent to retain an attorney to review and advice regarding the proper governance under the new LLC Act.

The material contained herein is for informational purposes only, and is not intended to create or constitute an attorney-client relationship between Spangler and de Stefano, PLLP and the reader. The information contained herein is not offered as legal advice and should not be construed as legal advice.