Minn. Stat. » CHAPTER 322B. LIMITED LIABILITY COMPANIES
Minnesota Statutes

Minn. Stat. § 322B.303 (2026)

[Repealed]

✓ current as of May 2026
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MS 2016 [Repealed, 2014 c 157 art 1 s 91]

Notes of Decisions
Cited in 13 cases, 2004–2017 · leading case: Krueger v. Zeman Constr. Co., 758 N.W.2d 881 (Minn. Ct. App. 2008).
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Krueger v. Zeman Constr. Co., 758 N.W.2d 881 (Minn. Ct. App. 2008). · cites it 4× “See Minn.Stat. § 322B.303, subds. 1, 2 (2006) (setting forth these provisions).”
Equity Trust Co. Custodian FBO Heather Eisenmenger Ira v. Cole, 766 N.W.2d 334 (Minn. Ct. App. 2009). · cites it 2× “Minn.Stat. § 322B.303, subd. 2 (2006) (stating that veil piercing also applies to limited liability companies); Victoria Elevator Co.”
Martinizing Int'l, LLC v. BC Cleaners, LLC, 855 F.3d 847 (8th Cir. 2017). “See Minn. Stat. § 322B.303, subd. 1. Thus, for Martinizing to prevail against Lundell and Carver, “we must find a theory in the complaint to support imposing personal liability.”
Bank of Montreal v. Avalon Capital Grp., Inc., 743 F. Supp. 2d 1021 (D. Minnesota 2010). · cites it 2× “Minn. Stat. § 322B.303, subd. 2. Minnesota employs a two-prong test to decide whether a shareholder — or subsidiary — can be liable for corporate obligations: The first prong focuses on the shareholder’s relationship to the corporation.”
AE Restaurant Assocs., LLC v. Giampietro (In Re Giampietro), 317 B.R. 841 (Bankr. D. Nev. 2004). “§ 14-11-314 (2004); Minn. Stat. § 322B.303 (2004); Mont. Code Ann.”
In Re Hecker, 414 B.R. 499 (Bankr. D. Minn. 2009). · cites it 4× “2008) (citing Minn.Stat. § 322B.303, subds. 1, 2 (2006)).”
Manpower, Inc. v. Comm'r of Revenue, 724 N.W.2d 526 (Minn. 2006). “§ 322B.303 (2004) (limiting the personal liability of members of a limited liability company).”
Moratzka v. Morris (In Re Senior Cottages of Am., LLC), 482 F.3d 997 (8th Cir. 2007). · cites it 4× “69; a limited liability company is an entity distinct from any of its members, Minn. Stat. Ann. § 322B.88 note; members are not subject to liability for the company's debts, Minn.”
WAF-2, LLC v. Lowry Bldg., LLC, & third party v. John R. Rupp, third party (Minn. Ct. App. 2016). · cites it 4× “Finally, Minn. Stat. § 322B.303 (2014) states that a member of an LLC is not personally liable for acts of the LLC, but “the conditions and circumstances under which the corporate veil of a corporation may be pierced under Minnesota law also appl[y] to limited liability…”
Langford Tool & Drill Co. v. The 401 Grp., LLC (Minn. Ct. App. 2015). · cites it 6× “Respondent argues that piercing the corporate veil is inapplicable and the issue is whether appellant benefitted from work provided to entities in which he held an ownership interest based on appellant’s promises.”
Lawrence Leasing, Inc., d/b/a Lawrence Transp. Servs. v. Northwoods Pallets, LLC (Minn. Ct. App. 2016). · cites it 2× “Minn. Stat. § 322B.303, subd. 2 (2014). Traditional piercing principles do not apply here.”
Robert Martin v. A�BULAE, LLC (Minn. Ct. App. 2016). · cites it 2× “See Minn. Stat. § 322B.303, subd. 1 (2014) (“[A] member, governor, manager, or other agent of a limited liability company is not, merely 12 on account of this status, personally liable for the acts, debts, liabilities, or obligations of the limited liability company.”
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