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

Minn. Stat. § 322B.54 (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[Repealed]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MS 2016 [Repealed, 2014 c 157 art 1 s 91]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 5 cases, 2007–2015 · leading case: Bartholomew v. Avalon Capital Grp., Inc., 828 F. Supp. 2d 1019 (D. Minnesota 2009).
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Bartholomew v. Avalon Capital Grp., Inc., 828 F. Supp. 2d 1019 (D. Minnesota 2009). · cites it 16× “Count VI — Illegal Equity Distribution Defendant contends that Count VI, recovery of illegal purported equity transfers under Minn.Stat. § 322B.54, should also be dismissed for failure plead sufficient facts to show an illegal distribution.”
Kranz v. Koenig, 484 F. Supp. 2d 997 (D. Minnesota 2007). · cites it 7× “Chapter 322B generally and Minn.Stat. § 322B.54 specifically, laws that limit the distributions of limited liability companies.”
Bartholomew v. Avalon Capital Grp., Inc., 278 F.R.D. 441 (D. Minnesota 2011). · cites it 2× “45(b); recovery of illegal purported equity transfer pursuant to Minn.Stat. § 322B.54; breach of fiduciary duty arising out of the purported equity transfer; breach of fiduciary duty arising out of purported debt transfer; and unjust enrichment.”
Seaver v. Ashenfelter (In re MSP Aviation, LLC), 531 B.R. 795 (Bankr. D. Minn. 2015). · cites it 6× “§ 105 (a), and Minn. Stat. § 322B.54. This is a core proceeding under 28 U.”
Margaret Burrell Hall, successor in interest to Robert L. Hall, decedent v. Barbara Jeanne Hall f/k/a Barbara Jeanne Barry, Cottages of Vadnais Heights, LLC (Minn. Ct. App. 2015). · cites it 4× “1(1)-(2) (2014) The district court held that, for any distributions to have been made by Robert Hall in compliance with the MLLCA, Barbara Hall was required to “independently assess the merits of each individual distribution to members,” citing Minn. Stat. § 322B.54 (2012).…”
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