Minnesota Statutes
Minn. Stat. § 322C.0902 (2026)
Derivative Action
✓ current as of May 2026
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A member may maintain a derivative action to enforce a right of a limited liability company if:
(1) the member first makes a demand on the other members in a member-managed limited liability company, the managers of a manager-managed limited liability company, or the board of governors of a board-managed limited liability company requesting that they cause the company to bring an action to enforce the right, and the member, manager, or board does not bring the action within a reasonable time; or
(2) a demand under clause (1) would be futile.
Notes of Decisions
Cited in 2
cases (2 in the last 5 years), 2021–2026 · leading case: Gilk (D. Minn. 2026).
Gilk (D. Minn. 2026). “Under Minn. Stat. § 322C.0902, an LLC member may initiate a derivative action to enforce a limited liability company’s rights.”
Poultry Borderless Co., LLC v. Froemming (D. Minn. 2021). “An LLC member maintaining a direct action “must plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited liability company.”
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