Legal Alerts

Legal Alert: Review and Update LLC Agreements Before January 2018


Minnesota limited liability companies (LLCs) formed prior to August 1, 2015, have to date been governed by Chapter 322B of the Minnesota Statutes.  These LLCs will become subject to the new Chapter 322C beginning January 1, 2018. As the Minnesota Secretary of State reports, this change in law can have a significant impact on the management and governing documents of Minnesota LLCs.

In addition to the change in Minnesota, new federal partnership audit rules, frequently applicable to LLCs with multiple members, become effective for tax years beginning January 1, 2018.  As described in a previous Lindquist legal alert, the new rules dramatically change the audit process applicable to LLCs and other partnerships, making it easier for the IRS to conduct and collect on an audit.

Minnesota LLCs that have not yet updated their governing agreements and related documents to ensure that they are prepared for Chapter 322C and the new partnership audit rules should contact an attorney for assistance as soon as possible.

For questions or more information about these developments, please contact Mark Salsbury or Elizabeth Beerman.

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