The Minnesota Resolution of Meeting of LLC Members to Sell Assets is a crucial legal document used by Limited Liability Companies (LCS) in Minnesota to authorize and facilitate the sale of assets. This resolution outlines the decisions made by the LLC's members regarding the sale of assets and provides a clear record of the transaction. In the state of Minnesota, there are several types of resolutions of meetings of LLC members to sell assets, each with its specific purpose and authority. Some commonly encountered types are: 1. Ordinary Resolution: An ordinary resolution is a standard type of resolution used for routine matters, including the sale of assets. It requires a simple majority vote of the members present during the meeting to pass. 2. Special Resolution: A special resolution is typically used for significant decisions, such as the sale of a major asset or a complex transaction. It usually requires a higher majority or a specific threshold, such as a two-thirds majority, to be approved. 3. Unanimous Resolution: In certain cases, LLC members may opt for a unanimous resolution, which necessitates the agreement of all members before proceeding with the asset sale. This type of resolution is commonly used for critical or transformative transactions. The Minnesota Resolution of Meeting of LLC Members to Sell Assets generally includes the following key elements: 1. Heading: The resolution typically begins with a heading stating it is a resolution of the members for the sale of assets. It may also mention the specific type of resolution being passed. 2. Identification: The resolution should identify the LLC's legal name, registered address, and any other relevant identifying information. 3. Purpose: A clear and concise statement must define the purpose of the resolution, i.e., the sale of specific assets. 4. Authorization: The resolution authorizes the LLC's members, officers, or directors to take necessary actions in executing the sale of assets. This includes appointing individuals responsible for negotiating terms, signing agreements, and completing related paperwork. 5. Terms and Conditions: The resolution may include specific terms and conditions related to the asset sale, such as the agreed-upon sale price, payment terms, and any relevant contingencies or warranties. 6. Voting and Approval: The resolution should outline the voting procedures and the level of majority required to pass the resolution. It should also specify whether it is an in-person meeting, virtual meeting, or consent in writing. 7. Effective Date: The resolution should state the effective date upon which the actions authorized would come into effect. This is often the date of the meeting or any specified future date. It is essential to consult legal professionals or authorized experts familiar with Minnesota's LLC laws to ensure compliance and accuracy while drafting or executing a Resolution of Meeting of LLC Members to Sell Assets in Minnesota.