The forms Minnesota’s Secretary of State takes for a limited liability company are short, free or nearly free, and filed online in a few minutes. That is exactly why almost nobody reads the statute sitting underneath them.
Minn. Stat. § 322C.0206, subd. 3 is one sentence long:
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
And § 322C.0206, subd. 1 turns an inaccuracy in that record into a personal-damages claim — against the person who signed it knowing better, and, separately, against a member or manager who never touched the form but knew enough and long enough to have fixed it. The exposure is personal, it sits outside the limited liability shield in § 322C.0304, and the two people most likely to incur it are the office manager who files the annual renewal and the passive member who was told about a problem and did nothing.
Who can be liable?
Two categories of person, and they are described differently.
Section 322C.0206, subd. 1 opens: “If a record filed with the secretary of state under this chapter contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from:”
Category one — the signer. Clause (1) reaches “a person that signed the record, or caused another to sign it on the person’s behalf, and knew the information to be inaccurate at the time the record was signed.”
Note both halves. Causing someone else to sign on your behalf does not move the exposure to them; the person who caused the signing is named in the clause. And the knowledge is measured “at the time the record was signed” — not at the time of filing, and not later.
Category two — the member or manager who did not sign. Clause (2), “subject to subdivision 2,” reaches “a member of a member-managed limited liability company or the manager of a manager-managed limited liability company” if two conditions are met: “the record was filed with the secretary of state on behalf of the company,” and the member or manager “had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have” taken one of three corrective steps.
That second category is the one nobody expects. It contains no signature requirement, no filing requirement, and no participation requirement. It is a duty to fix something you learned about, measured against a clock that runs to somebody else’s reliance.
One category conspicuously absent. Chapter 322C recognizes three management forms — member-managed, manager-managed, and board-managed (§ 322C.0102, subds. 4, 14, 16). Clause (2) does not name governors of a board-managed company. By contrast, § 322C.0202, subd. 5 — the affirmative duty to correct discussed below — expressly names “a member of a member-managed limited liability company, a manager of a manager-managed limited liability company, or a governor of a board-managed limited liability company.” The omission is visible on the face of the two sections. What follows from it is a question for a court.
What state of mind is required?
Different standards for the two categories, and chapter 322C defines both terms.
The signer must have known. Under § 322C.0103, subd. 1, “[a] person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under subdivision 4, clause (1), or law other than this chapter.” Actual knowledge, or a narrow statutory deeming that applies to a limitation on real-property transfer authority under § 322C.0302, subd. 7. A signer who was careless, or who relied on someone else’s numbers, is not within clause (1) on the face of the statute.
The non-signing member or manager needs only notice — a materially lower bar. Under § 322C.0103, subd. 2, “[a] person has notice of a fact when the person: (1) has reason to know the fact from all of the facts known to the person at the time in question; or (2) is deemed to have notice of the fact under subdivision 4, clause (2).”
“Reason to know the fact from all of the facts known to the person at the time in question.” That is an inference standard. An email attaching the filing, a conversation about a departed manager still listed as the contact, a lender’s letter pointing at the wrong address — each is a fact from which a member may have reason to know the record is inaccurate. And once notice exists, the clock in clause (2)(ii) starts.
Who can recover, and what has to be proved?
The plaintiff is “a person that suffers a loss by reliance on the information” — a person, a loss, and reliance.
Reliance is the gate. Section 322C.0206 is not a statutory-penalty provision. It creates no fixed damages, no minimum recovery, and no fee-shifting. The measure is “damages for the loss” — the loss suffered by reliance. A filing that is wrong but that nobody read and nobody acted on produces no § 322C.0206 claim, however careless it was.
Note also what the subdivision does not say. It says “inaccurate information,” full stop. There is no materiality qualifier in subd. 1, and no requirement that the inaccuracy be intentional as to the clause (2) defendant. Materiality enters only through the perjury statute, discussed below, which has its own separate elements. And the plaintiff class is described only as “a person” — not limited to non-members, creditors, or third parties.
Which records does this cover?
Every one filed under the chapter. The subdivision says “a record filed with the secretary of state under this chapter,” without carve-out. In practice that includes the articles of organization (§ 322C.0201), amendments and restatements (§ 322C.0202), a statement of authority and its amendment or cancellation (§ 322C.0302), a statement of denial (§ 322C.0303), the annual renewal (§ 322C.0208), statements of dissolution and termination (§ 322C.0702, subd. 2), and merger, conversion, and domestication filings (§§ 322C.1001 to 322C.1015).
The annual renewal deserves specific mention because it is the one people delegate. It is free, it is due every December 31, and it states the registered office and agent and the person exercising the principal functions of manager — see the Minnesota LLC annual renewal and reinstatement. Whoever files it signs it, and § 322C.0206, subd. 3 attaches the perjury affirmation to that individual, not to the company. Section 322C.0203, subd. 2 permits signing by an agent under § 5.15 — which does not remove clause (1) exposure from the person who caused the agent to sign.
The members’ safe harbor — and its limits
Subdivision 2 is the only allocation device in the section, and it is narrow:
To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records filed with the secretary of state under this chapter and imposes that responsibility on one or more other members, the liability stated in subdivision 1, clause (2), applies to those other members and not to the member that the operating agreement relieves of the responsibility.
Four limits, all on the face of it. It applies only to a member-managed company. It requires the operating agreement to do two things — expressly relieve one member and impose the responsibility on one or more other members; a clause merely saying a member has no management duties does not do the second half. It shifts liability only within the membership, with no provision for imposing it on a non-member officer or an outside administrator. And it reaches only “the liability stated in subdivision 1, clause (2)” — it does nothing about signer liability under clause (1).
For a closely held company with a passive investor, this is a two-sentence provision worth adding at formation. See Minnesota LLC operating agreements for where it fits.
Is there an affirmative duty to correct?
Yes, but it lives in a different section and its scope is different in both directions.
Section 322C.0202, subd. 5 provides that if “a member of a member-managed limited liability company, a manager of a manager-managed limited liability company, or a governor of a board-managed limited liability company, knows that any information in articles of organization filed with the secretary of state was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances,” that person “shall promptly” either “cause the articles to be amended” or, “if appropriate, file with the secretary of state a change of registered office under section 322C.0114.”
Compare it to § 322C.0206, subd. 1(2) carefully, because practitioners conflate the two.
| § 322C.0202, subd. 5 | § 322C.0206, subd. 1(2) | |
|---|---|---|
| Records covered | Articles of organization only | Any record filed under the chapter |
| Persons covered | Members (member-managed), managers (manager-managed), and governors (board-managed) | Members (member-managed) and the manager (manager-managed) |
| Mental state | Knows | Notice |
| Also covers information that became inaccurate later | Yes — “or has become inaccurate owing to changed circumstances” | Not stated in those terms |
| What it produces | A duty to act promptly | Liability to a person who relied |
The practical reading: § 322C.0202, subd. 5 tells you to fix the articles when you know they are wrong. Section 322C.0206, subd. 1(2) tells you what happens if you had reason to know any filing was wrong and let it sit until somebody relied on it.
What does curing look like?
Section 322C.0206, subd. 1(2)(ii) names the three steps whose availability defines the clock, and they are the same three steps you would take anyway:
- (A) an amendment under § 322C.0202. For articles of organization: an amendment stating the company’s name, the changes made to the articles as most recently amended or restated, and a statement that the amendment was adopted pursuant to the chapter (subd. 2), effective when filed (subd. 4).
- (B) a petition under § 322C.0204. When the person who must sign or file will not, an aggrieved person may petition the appropriate court to order that person to sign, to order that person to file, or to order “the secretary of state to file the record unsigned.” § 322C.0204, subd. 1. If the petitioner is not the company, the petitioner “shall make the company a party to the action.” § 322C.0204, subd. 2.
- (C) a statement under § 5.36, subd. 3, or articles of correction under § 5.16. Section 5.36, subd. 3 is the registered-office-and-agent change statement. Section 5.16 is the general correction mechanism.
Articles of correction are the workhorse, and § 5.16 rewards knowing three things about them. First, they are available whenever a filed instrument “is an inaccurate record of the action referred to in the instrument, contains an inaccurate or erroneous statement, or was defectively or erroneously executed, sealed, acknowledged, or verified.” § 5.16, subd. 1. Second, the correction relates back — but only partway. Under § 5.16, subd. 4, “the instrument as corrected is considered to have been filed on the date the original instrument was filed; except that as to persons adversely affected by the correction, the instrument as corrected is considered to have been filed on the date the articles of correction were filed.” Third, the fee is $35. § 5.16, subd. 5.
That carve-out in subd. 4 is why speed matters more than anything else in this area. A correction filed before anyone relies is nearly costless. A correction filed after someone has been adversely affected does not, as to that person, reach back.
What does “under penalty of perjury” actually mean here?
Chapter 322C imposes the affirmation and stops. Section 322C.0206, subd. 3 says the individual who signs “affirms under penalty of perjury that the information stated in the record is accurate.” The chapter prescribes no penalty of its own.
The general perjury statute supplies the framework. Minn. Stat. § 609.48, subd. 1 provides that “[w]hoever makes a false material statement not believing it to be true” in any of six enumerated cases “is guilty of perjury and may be sentenced as provided in subdivision 4.” The list includes, at clause (2), “any writing which is required or authorized by law to be under oath or affirmation,” and, at clause (6), “any other case in which the penalties for perjury are imposed by law and no specific sentence is otherwise provided.” Under subd. 4(2), for cases other than false statements at a felony trial or on an explosives license or use permit, the sentence is “imprisonment for not more than five years or to payment of a fine of not more than $10,000, or both.”
Be precise about two things. The perjury statute carries materiality and state-of-mind elements — “a false material statement not believing it to be true” — that § 322C.0206, subd. 1 does not. And whether any particular filing supports a prosecution is a question for a prosecutor and a court, not one the statutory text answers. What the text does establish is that the affirmation in § 322C.0206, subd. 3 is not decorative.
Where this bites hardest: the statement of authority
Section 322C.0206 becomes most dangerous where the chapter has already told third parties they may rely.
A statement of authority under § 322C.0302 may state the authority, or limitations on the authority, of a position or of a specific person to execute instruments transferring the company’s real property or to “enter into other transactions on behalf of, or otherwise act for or bind, the company.” § 322C.0302, subd. 1(2), (3). And a grant of authority in an effective statement is “conclusive in favor of a person that gives value in reliance on the grant, except to the extent that when the person gives value …” one of the section’s stated exceptions applies — subd. 5 for property other than real property, subd. 6 for real property.
Put the two sections together. Chapter 322C tells a counterparty that a filed grant of authority is conclusive in its favor if it gives value in reliance. Section 322C.0206 then makes reliance-based loss the measure of personal damages for an inaccurate filing. A statement of authority naming a person who no longer holds the position — or granting authority the company never intended — is precisely the record where a third party will both rely and be able to prove it. We treat the filing itself in the statement of authority nobody files.
And a statement of authority does not expire on its own. Under § 322C.0302, subd. 2 it is amended or canceled by a filing that states the company’s name, its registered office street address, “the caption of the statement being amended or canceled and the date the statement being affected became effective,” and the contents of the amendment or a declaration of cancellation. A statement that has become inaccurate stays inaccurate until somebody files that.
What to do
- Read anything you sign for the Secretary of State, including the free annual renewal. Subdivision 3 attaches the perjury affirmation to the individual signer.
- Do not assume delegation moves the exposure. Clause (1) reaches a person who “caused another to sign it on the person’s behalf.”
- Treat any notice of an inaccuracy as a deadline. Clause (2)(ii)’s clock runs to somebody else’s reliance, and you do not control when that happens.
- Correct immediately. Articles of correction cost $35 under § 5.16, subd. 5, and relate back — except as to persons already adversely affected. § 5.16, subd. 4.
- Audit statements of authority when people leave. They do not lapse, and § 322C.0302, subds. 5 and 6 tell counterparties they may rely.
- In a member-managed company with passive members, put the § 322C.0206, subd. 2 allocation in the operating agreement.
- Remember this exposure is personal. Section 322C.0304’s shield is about the company’s debts and obligations; § 322C.0206 creates a claim against the individual. See piercing the corporate veil in Minnesota.
Madgett Law, LLC advises Minnesota LLC members, managers, and the people who actually do the filing on Secretary of State records — correcting inaccurate filings, defending and bringing reliance-based claims under § 322C.0206, and drafting the operating-agreement provisions that allocate responsibility before a filing goes out. Send us a message or call 612-470-6529.
Sources: Minn. Stat. § 322C.0206 (subd. 1, the reliance-loss damages remedy; subd. 1(1), liability of a person that signed the record or caused another to sign on the person’s behalf and knew the information to be inaccurate at the time of signing; subd. 1(2), liability of a member of a member-managed company or the manager of a manager-managed company where the record was filed on behalf of the company and the person had notice of the inaccuracy for a reasonably sufficient time before reliance to have effected an amendment under § 322C.0202, filed a petition under § 322C.0204, or filed a statement under § 5.36, subd. 3, or articles of correction under § 5.16; subd. 2, the operating-agreement allocation available only in a member-managed company and only as to subd. 1, clause (2); subd. 3, the signer’s affirmation under penalty of perjury); Minn. Stat. § 322C.0103 (subd. 1, when a person “knows” a fact — actual knowledge or statutory deeming; subd. 2, when a person has “notice” — reason to know from all the facts known to the person at the time in question; subd. 4, constructive notice); Minn. Stat. § 322C.0202 (subd. 2, contents of an amendment; subd. 4, effective when filed subject to §§ 322C.0112, subd. 3, and 322C.0205, subd. 3; subd. 5, the duty of a member, manager, or governor who knows articles of organization were inaccurate when filed or have become inaccurate owing to changed circumstances to promptly cause an amendment or file a change of registered office under § 322C.0114); Minn. Stat. § 322C.0203 (subd. 1, who must sign records filed under the chapter, including the organizer rule for initial articles; subd. 2, signing by an agent under § 5.15); Minn. Stat. § 322C.0204 (subd. 1, petition to order signing, filing, or filing unsigned; subd. 2, joinder of the company); Minn. Stat. § 322C.0302 (subd. 1(2), (3), contents of a statement of authority; subd. 2, contents of an amendment or cancellation; subd. 5, grants not pertaining to real property conclusive in favor of a person that gives value in reliance, subject to the three stated exceptions; subd. 6, the corresponding rule for real property); Minn. Stat. § 322C.0304, subd. 1 (the members’ liability shield for the company’s debts and obligations); Minn. Stat. § 322C.0102 (subds. 4, 14, 16, the three management forms); Minn. Stat. § 5.16 (subd. 1, when articles of correction are available; subd. 2, their required contents; subd. 4, relation back to the original filing date except as to persons adversely affected by the correction; subd. 5, the $35 fee); Minn. Stat. § 5.36, subd. 3 (statement changing registered office or agent and its six required contents); Minn. Stat. § 609.48 (subd. 1, perjury requires a false material statement not believed to be true in one of six enumerated cases, including clause (2), a writing required or authorized by law to be under oath or affirmation, and clause (6), any other case in which the penalties for perjury are imposed by law and no specific sentence is otherwise provided; subd. 4(2), the sentence in cases other than a felony trial or an explosives license or use permit) (Minnesota Office of the Revisor of Statutes, 2025 Minnesota Statutes). Section 322C.0206, subd. 1 uses the phrase “inaccurate information” and contains no materiality qualifier and no fixed or statutory damages; the measure is the loss suffered by reliance. Section 322C.0206, subd. 1(2) names members of member-managed companies and the manager of a manager-managed company and does not name governors of a board-managed company, in contrast to § 322C.0202, subd. 5, which does; what follows from that difference is not resolved here. Whether any particular filing would support a perjury prosecution under § 609.48 is a question this article does not address. This article is general legal information about Minnesota law, not legal advice, and reading it does not create an attorney–client relationship. Whether liability attaches to a particular filing, signer, member, or manager depends on the specific facts, the operating agreement, and the governing law. No outcome is promised or implied.