Protected and Registered Series LLC Formation Requirements in Minnesota
At a glance
| Governing act and covered entity | Minn. Stat. ch. 322C, the Minnesota Revised Uniform Limited Liability Company Act (§ 322C.0101); ordinary LLC. |
|---|---|
| Domestic series route | No domestic protected/registered/designated-series formation route in current Chapter 322C; § 322C.0201 forms an ordinary LLC through articles. |
| Parent LLC authorization and notice | Ordinary articles state LLC name, initial registered office/agent, and organizers (§ 322C.0201, subd. 2); agreement governs company affairs (§ 322C.0110, subd. 1); series notice N/A. |
| Who creates a series and when | N/A to domestic series; one or more organizers sign and file ordinary articles (§ 322C.0201, subd. 1). |
| Series-level public filing | N/A to domestic series; ordinary articles form the LLC when filed with the $135 payment (§ 322C.0201, subd. 4(a)). |
| Series name | N/A to domestic series; ordinary articles state the LLC name (§ 322C.0201, subd. 2(1)). |
| Records and associated assets | N/A to domestic series; § 322C.0201 addresses an LLC's articles, not series asset-association records. |
| Statutory asset segregation | N/A to domestic series; § 322C.0104, subd. 1 treats the LLC as distinct from its members. |
| Changes and termination | N/A to domestic series; ordinary articles may contain other statements (§ 322C.0201, subd. 3). |
| Outside scope and effect limits | This domestic-formation finding does not decide foreign-series recognition, tax, bankruptcy, contracts, or actual creditor recovery. |
Ordinary LLC procedure under current Chapter 322C
Minn. Stat. § 322C.0101 names Chapter 322C the Minnesota Revised Uniform Limited Liability Company Act. Section 322C.0201, subd. 1 lets one or more organizers sign and file articles. Under § 322C.0201, subd. 2(1)-(3), ordinary articles state the LLC name, initial registered office and any service agent, and each organizer's name and address. Section 322C.0201, subd. 4(a) ties LLC formation to filing with a $135 payment. Under § 322C.0110, subd. 1, the operating agreement governs company affairs and member relations, subject to statutory limits.
The current official Chapter 322C does not establish a domestic protected, registered, or designated series. The ordinary articles section, § 322C.0201, contains no series designation, name, or asset-association procedure. Under § 322C.0104, subd. 1, the LLC itself is distinct from its members; that provision does not describe a separate series entity.
What trips people up
Optional statements in ordinary articles under § 322C.0201, subd. 3 do not create a statutory protected-series route. The ordinary filing establishes an LLC under subd. 4(a).
Common questions
Do ordinary LLC articles establish a protected series?
No. Section 322C.0201, subds. 1 and 4(a) establishes the LLC through filed articles and the required payment; the current chapter adds no domestic series formation filing.
Can an operating agreement alone supply statutory series segregation?
Section 322C.0110, subd. 1 describes what an operating agreement governs. It does not establish a protected-series asset limitation.
Statutes and sources
- Minnesota Revisor of Statutes, current Chapter 322C, including §§ 322C.0101, .0104, .0110, and .0201; official text accessed September 27, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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