piers109uk/MN-Statutes huggingface dataset:
325D.10 DEFINITIONS.
When used in sections 325D.09 to 325D.16:
(a) The term "person" includes any individual, firm, partnership, corporation or other organization, whether organized for profit or not.
(b) The term "employer" includes any person acting directly or indirectly in the interest of an employer in relation to an employee.
(c) "Sale" or "sell" includes any sale, offer, or advertisement thereof or contract for the same.
(d) "Sale of merchandise at retail" includes any sale except (1) a sale for the purpose of resale, or (2) a sale of a substantial quantity of merchandise for business use only.
322C.0703 KNOWN CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.
Except as otherwise provided in subdivision 4, a dissolved limited liability company may give notice of a known claim under subdivision 2 that has the effect as provided in subdivision 3.
A dissolved limited liability company may in a record notify its known claimants of the dissolution. The notice must:
(1) specify the information required to be included in a claim;
(2) provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant; and
(4) state that the claim will be barred if not received by the deadline.
A claim against a dissolved limited liability company is barred if the requirements of subdivision 2 are met and:
(1) the claim is not received by the specified deadline; or
(2) if the claim is timely received but rejected by the company:
(i) the company causes the claimant to receive a notice in a record stating that the claim is rejected and will be barred unless the claimant commences an action against the company to enforce the claim within 90 days after the claimant receives the notice; and
(ii) the claimant does not commence the required action within the 90 days.
This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that on that date is contingent.
323A.0805 STATEMENT OF DISSOLUTION.
(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.
(b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of section 323A.0303(d)(1) and, if recorded, is a limitation on authority for the purposes of sections 323A.0303(d)(2) and 323A.0303(e).
(c) For the purposes of sections 323A.0301 and 323A.0804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in section 323A.0303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
322C.0704 OTHER CLAIMS AGAINST DISSOLVED LIMITED LIABILITY COMPANY.
A dissolved limited liability company may publish notice of its dissolution and request persons having claims against the company to present them according to the notice.
The notice authorized by subdivision 1 must:
(1) be published at least once in a newspaper of general circulation in the county or counties in this state in which the dissolved limited liability company's principal office is located or, if it has none in this state, in the county or counties in which the company's registered office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent; and
(3) state that a claim against the company is barred unless an action to enforce the claim is commenced within five years after publication of the notice.
If a dissolved limited liability company publishes a notice according to subdivision 2, unless the claimant commences an action to enforce the claim against the company within five years after the publication date of the notice, the claim of each of the following claimants is barred:
(1) a claimant that did not receive notice in a record under section 322C.0703;
(2) a claimant whose claim was timely sent to the company but not acted on; and
(3) a claimant whose claim is contingent at, or based on an event occurring after, the effective date of dissolution.
A claim not barred under this section may be enforced:
(1) against a dissolved limited liability company, to the extent of its undistributed assets; and
(2) if assets of the company have been distributed after dissolution, against a member or transferee to the extent of that person's proportionate share of the claim or of the assets distributed to the member or transferee after dissolution, whichever is less, but a person's total liability for all claims under this clause does not exceed the total amount of assets distributed to the person after dissolution.
323A.0806 PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION.
(a) Except as otherwise provided in subsection (b) and section 323A.0306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 323A.0804.
(b) A partner who, with knowledge of the dissolution, incurs a partnership liability under section 323A.0804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability.
325D.11 CERTAIN UNLAWFUL TRADE PRACTICES.
It shall be an unlawful trade practice for any seller or transferor of any goods, wares, or merchandise to advertise, claim or imply that any sale or transfer of goods, wares, or merchandise is a sale or transfer at wholesale, unless such sale or transfer is made to a transferee for resale or is a sale of a substantial quantity of merchandise for business use only.
323A.0807 SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS.
(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b).
(b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 323A.0306.
(c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 323A.0306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 323A.0306.
(d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 323A.0306.
(e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
322C.0706 REINSTATEMENT.
(a) If a limited liability company is administratively terminated or has its authority to do business in Minnesota revoked, or if a company governed by chapter 322B was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, it may retroactively reinstate its existence or authority to do business by filing a single annual renewal and paying a $25 fee.
(b) For a domestic limited liability company, or a company that was administratively terminated pursuant to section 322B.960 prior to January 1, 2018, filing the annual renewal with the secretary of state:
(1) returns the limited liability company to active status as of the date of the administrative termination;
(2) validates contracts or other acts within the authority of the articles, and the limited liability company is liable for those contracts or acts; and
(3) restores to the limited liability company all assets and rights of the limited liability company and its members to the extent they were held by the limited liability company and its members before the administrative termination occurred, except to the extent that assets or rights were affected by acts occurring after the termination, sold, or otherwise distributed after that time.
(c) For a non-Minnesota limited liability company, filing the annual renewal restores the limited liability company's ability to do business in Minnesota and the rights and privileges that accompany that authority.
322C.0705 ADMINISTRATIVE TERMINATION.
(a) A domestic limited liability company that has not filed a renewal pursuant to this section is administratively terminated. The secretary of state shall issue a certificate of administrative termination which must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the terminated limited liability companies.
(b) A non-Minnesota limited liability company that has not filed a renewal pursuant to this section shall have its authority to do business in Minnesota revoked pursuant to section 322C.0806. The secretary of state must issue a certificate of revocation which must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the revoked non-Minnesota limited liability companies.
325D.12 RETAILERS NOT TO MISREPRESENT NATURE OF BUSINESS.
(1) No person engaged in the sale of merchandise at retail shall, in connection with such business, misrepresent the true nature of such business, either by use of the words manufacturer, wholesaler, broker, or any derivative thereof or synonym therefor, or otherwise.
(2) No person shall, in connection with the sale of merchandise at retail misrepresent, directly or indirectly, that the price at which such merchandise is sold is an approximately wholesale price, or is less than the usual retail price, either by the use of any such expression, or of any expression having a similar meaning, or otherwise misrepresent the true nature of such sale.
(3) No person shall, in connection with the sale of merchandise at retail, or in, or in connection with the use of, samples, catalogs, or other forms of advertising listing merchandise for sale at retail, display price tags or price quotations in any form showing prices which are fictitiously in excess of the actual prices at which such merchandise is regularly and customarily sold at retail by such person or by the person issuing such samples, catalogs, or other forms of advertising.
323A.0901 DEFINITIONS.
In sections 323A.0901 to 323A.0914:
(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.
(2) "Limited partner" means a limited partner in a limited partnership.
(3) "Limited partnership" means a limited partnership created under chapter 321, predecessor law, or comparable law of another jurisdiction.
(4) "Partner" includes both a general partner and a limited partner.
322C.0707 DISTRIBUTION OF ASSETS IN WINDING UP LIMITED LIABILITY COMPANY'S ACTIVITIES.
In winding up its activities, a limited liability company must apply its assets to discharge its obligations to creditors, including members that are creditors.
After a limited liability company complies with subdivision 1, any surplus must be distributed in the following order, subject to any charging order in effect under section 322C.0503:
(1) to each person owning a transferable interest that reflects contributions made by a member and not previously returned, an amount equal to the value of the unreturned contributions; and
(2) in equal shares among members and dissociated members, except to the extent necessary to comply with any transfer effective under section 322C.0502.
If a limited liability company does not have sufficient surplus to comply with subdivision 2, clause (1), any surplus must be distributed among the owners of transferable interests in proportion to the value of their respective unreturned contributions.
All distributions made under subdivisions 2 and 3 must be paid in money.
323A.0902 CONVERSIONS.
Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a partnership, and a partnership may convert to an organization other than a foreign partnership, or a corporation governed by chapter 304A, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
A plan of conversion must be in a record and must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
A plan of conversion must be consented to by all the partners of a converting partnership or by a number or percentage specified for conversion in the partnership agreement.
Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 323A.0903, a converting partnership may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
322C.0708 ACTION BY ATTORNEY GENERAL.
A limited liability company may be involuntarily dissolved, wound up, and terminated by a decree of a court in this state in an action filed by the attorney general when it is established that:
(1) the articles of organization were procured through fraud;
(2) the limited liability company was organized for a purpose not permitted by this chapter;
(3) the limited liability company failed to comply with the requirements essential to organization under this chapter;
(4) the limited liability company has flagrantly violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter; or
(5) the limited liability company has acted, or failed to act, in a manner that constitutes surrender or abandonment of the limited liability company privileges or enterprise.
An action must not be commenced under this section until 30 days after notice to the limited liability company by the attorney general of the reason for the filing of the action. If the reason for filing the action is an act that the limited liability company has done, or omitted to do, and the act or omission may be corrected by an amendment of the articles of organization, a member control agreement, or the bylaws or by performance of or abstention from the act, the attorney general shall give the limited liability company 30 additional days in which to effect the correction before filing the action.
325D.13 QUALITY, MISREPRESENTED.
No person shall, in connection with the sale of merchandise, knowingly misrepresent, directly or indirectly, the true quality, ingredients or origin of such merchandise.
323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.
After a plan of conversion is approved:
(1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include:
(i) a statement that the partnership is converting into another organization;
(ii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iii) the time the conversion is effective under the governing statute of the converted organization;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 323A.0904, subdivision 3; and
(2) if the converting organization is not a converting partnership, the converting organization shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include:
(i) a statement that the converting organization is converting into a partnership from another organization;
(ii) the name and form of the converting organization and the jurisdiction of its governing statute; and
(iii) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
A conversion becomes effective:
(1) if the converted organization is a partnership, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and
(2) if the converted organization is not a partnership, as provided by the governing statute of the converted organization.
The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion.
323A.0904 EFFECT OF CONVERSION.
An organization that has been converted pursuant to this section and sections 323A.0902 and 323A.0903 is for all purposes the same entity that existed before the conversion.
When a conversion takes effect:
(1) all property owned by the converting organization remains vested in the converted organization;
(2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization;
(3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred;
(4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization;
(5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and
(6) except as otherwise agreed, the conversion does not dissolve a converting partnership for the purposes of sections 323A.0801 to 323A.0807.
A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting partnership is liable if, before the conversion, the converting partnership was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 5.26.
322C.0801 GOVERNING LAW.
The law of the state or other jurisdiction under which a foreign limited liability company is formed governs:
(1) the internal affairs of the company; and
(2) the liability of a member as member, a manager as manager, and a governor as governor for the debts, obligations, or other liabilities of the company.
A foreign limited liability company may not be denied a certificate of authority by reason of any difference between the law of the jurisdiction under which the company is formed and the law of this state.
A certificate of authority does not authorize a foreign limited liability company to engage in any business or exercise any power that a limited liability company may not engage in or exercise in this state.
322C.0802 APPLICATION FOR CERTIFICATE OF AUTHORITY.
Before transacting business in this state, a foreign limited liability company shall obtain a certificate of authority to transact business in this state by filing an application with the secretary of state together with a total fee of $185. The application must state:
(1) the name of the company and any alternate name adopted pursuant to section 322C.0805, subdivision 1;
(2) the name of the state or other jurisdiction under whose law the company is formed;
(3) a statement that the foreign limited liability company has complied with the organizational laws in the jurisdiction under whose laws the company is formed;
(4) the street address of the company's principal place of business and, if the law of the jurisdiction under which the company is formed requires the company to maintain an office in that jurisdiction, the street address of the required office; and
(5) the name and street address of the company's initial registered office and agent for service of process in this state.
325D.14 EMPLOYER NOT TO DISPOSE OF OTHER THAN OWN PRODUCTS.
No employer shall, directly or indirectly, by itself or through a subsidiary agency owned or controlled in whole or in part by such employer, sell, cause to be sold, or possess or control for sale to employees or to any other person, any merchandise not handled by such employer in the regular course of business, nor shall any employer permit the employer's name, credit, or premises to be used in connection with the sale or offer for sale of any such merchandise. This section shall not apply to purchases by an employer for the purpose of resale to employees of such specialized equipment and paraphernalia as may be required for employees' safety and health, candy, chewing gum, tobacco, or meals consumed on the premises of such employer. The provisions of sections 325D.09 to 325D.16 shall not apply to any cooperative associations, duly established under the laws of the state of Minnesota, with respect to any merchandising transactions, which such cooperatives are authorized by their charters to conduct with their members.
322C.0803 TRANSACTIONS NOT CONSTITUTING TRANSACTING BUSINESS.
A foreign limited liability company shall not be considered to be transacting business in this state for the purposes of this chapter solely by reason of carrying on in this state any one or more of the following, including:
(1) maintaining or defending any action or suit or any administrative or arbitration proceeding, or effecting the settlement thereof or the settlement of claims or disputes;
(2) holding meetings of its managers, governors, or members or carrying on other activities concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of its securities, or appointing and maintaining trustees or depositaries with relation to its securities;
(5) holding title to and managing real or personal property, or any interest therein, situated in this state, as executor of the will or administrator of the estate of any decedent, as trustee of any trust, or as guardian of any person or conservator of any person's estate;
(6) making, participating in, or investing in loans or creating, as borrower or lender, or otherwise acquiring indebtedness or mortgages or other security interests in real or personal property;
(7) securing or collecting its debts or enforcing any rights in property securing them; or
(8) conducting an isolated transaction completed within a period of 30 days and not in the course of a number of repeated transactions of like nature.
For purposes of sections 322C.0801 to 322C.0809, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subdivision 1, constitutes transacting business in this state.
This section does not apply in determining the contacts or activities that may subject a foreign limited liability company to service of process, taxation, or regulation under law of this state other than this chapter.
323A.0910 DOMESTICATION.
A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if:
(1) the foreign partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign partnership complies with its governing statute in effecting the domestication.
A partnership may become a foreign partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if:
(1) the foreign partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign partnership complies with its governing statute in effecting the domestication.
A plan of domestication must be in a record and must include:
(1) the name of the domesticating partnership before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated partnership after domestication and the jurisdiction of its governing statute;
(3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating partnership into any combination of money, interests in the domesticated partnership, and other consideration; and
(4) the organizational documents of the domesticated partnership that are, or are proposed to be, in a record.
322C.0805 NONCOMPLYING NAME OF FOREIGN LIMITED LIABILITY COMPANY.
A foreign limited liability company whose name does not comply with section 322C.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 322C.0108. A foreign limited liability company that adopts an alternate name under this subdivision and obtains a certificate of authority with the alternate name need not comply with section 333.01. After obtaining a certificate of authority with an alternate name, a foreign limited liability company shall transact business in this state under the alternate name unless the company is authorized under section 333.01 to transact business in this state under another name. A foreign limited liability company may adopt an alternate name even if its name complies with section 322C.0108.
If a foreign limited liability company authorized to transact business in this state changes its name to one that does not comply with section 322C.0108, it may not thereafter transact business in this state until it complies with subdivision 1 and obtains an amended certificate of authority.
323A.0906 EFFECT OF MERGER.
(a) When a merger takes effect:
(1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;
(2) all property owned by each of the merged partnerships or limited partnerships vests in the surviving entity;
(3) all obligations of every partnership or limited partnership that is a party to the merger become the obligations of the surviving entity; and
(4) an action or proceeding pending against a partnership or limited partnership that is a party to the merger may be continued as if the merger had not occurred, or the surviving entity may be substituted as a party to the action or proceeding.
(b) The secretary of state of this state is the agent for service of process in an action or proceeding against a surviving foreign partnership or limited partnership to enforce an obligation of a domestic partnership or limited partnership that is a party to a merger. The surviving entity shall, as part of the merger documents, state the mailing address, including the zip code, of its chief executive office. Service of process is pursuant to section 5.25.
(c) A partner of the surviving partnership or limited partnership is liable for:
(1) all obligations of a party to the merger for which the partner was personally liable before the merger;
(2) all other obligations of the surviving entity incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the entity; and
(3) except as otherwise provided in section 323A.0306, all obligations of the surviving entity incurred after the merger takes effect, but those obligations may be satisfied only out of property of the entity if the partner is a limited partner.
(d) If the obligations incurred before the merger by a party to the merger are not satisfied out of the property of the surviving partnership or limited partnership, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party's obligations to the surviving entity, in the manner provided in section 323A.0807, or in the Limited Partnership Act of the jurisdiction in which the party was formed, as the case may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a partner of the surviving partnership or limited partnership is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The surviving entity shall cause the partner's interest in the entity to be purchased under section 323A.0701 or another statute specifically applicable to that partner's interest with respect to a merger. The surviving entity is bound under section 323A.0702 by an act of a general partner dissociated under this subsection, and the partner is liable under section 323A.0703 for transactions entered into by the surviving entity after the merger takes effect.
322C.0806 REVOCATION OF CERTIFICATE OF AUTHORITY.
The certificate of authority of a foreign limited liability company to transact business in this state shall be revoked by the secretary of state if it fails:
(1) to pay any fee due under the provisions of this chapter;
(2) to designate a registered agent when a vacancy occurs in that office, or when the appointed registered agent resigns or becomes disqualified or incapacitated;
(3) to file certificates of merger or name change, as required in section 322C.0805, subdivision 2; or
(4) to file an annual renewal.
On finding that a default has occurred under subdivision 1, clauses (1) to (3), the secretary of state shall notify the foreign limited liability company that the default exists and that its certificate of authority will be revoked unless the default shall be cured within 30 days.
(1) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clause (4), for failure to file an annual renewal under section 5.34.
(2) The secretary of state shall revoke the certificate of authority of a foreign limited liability company that is in default under subdivision 1, clauses (1) to (3), if the default is not cured within the time provided under subdivision 2; provided that for good cause shown the secretary of state may extend the 30-day period from time to time, but in no event may the aggregate of all extensions granted exceed 180 days or the period of time of any applicable extension granted by the Department of Revenue for filing the income tax return of the corporation, whichever is greater.
(1) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clauses (1) to (3), the secretary of state shall:
(i) issue a certificate of revocation; and
(ii) provide a notice of the revocation to the foreign limited liability company.
(2) Upon revoking the certificate of authority of a foreign limited liability company because of a default under subdivision 1, clause (4), the secretary of state shall issue a certificate of revocation, and the certificate must be filed in the Office of the Secretary of State. No further notice to the foreign limited liability company is required.
(3) The secretary of state shall also make the names of the revoked foreign limited liability companies available in an electronic format.
Upon the issuance of such certificate of revocation, the authority of the foreign limited liability company to transact business in this state shall cease.
322C.0804 FILING OF CERTIFICATE OF AUTHORITY.
Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application of a foreign limited liability company; prepare, sign, and file a certificate of authority to transact business in this state; and send an image of the filed certificate to the company or its representative.
325D.15 VIOLATIONS; RESTRAINING ORDERS.
Any person violating the provisions of sections 325D.09 to 325D.16 shall be deemed guilty of a misdemeanor. Each act prohibited by sections 325D.09 to 325D.16 shall constitute a separate violation and offense thereunder.
In addition to the penalties provided in sections 325D.09 to 325D.16 the courts of this state are hereby vested with jurisdiction to prevent and restrain violation of sections 325D.09 to 325D.16. Any person damaged or who is threatened with loss, damage, or injury by reason of a violation of sections 325D.09 to 325D.16 shall be entitled to sue for and have injunctive relief in any court of competent jurisdiction against any damage or threatened loss or injury by reason of a violation of sections 325D.09 to 325D.16 and for the amount of the actual damages, if any. In order to obtain such injunctive relief, it shall not be necessary to allege or prove that an adequate remedy at law does not exist.
325D.16 APPLICATION.
Nothing in sections 325D.09 to 325D.16 shall be deemed to prohibit the sale by an employer to employees of the employer's own products or property at any price.
323A.0905 MERGER OF PARTNERSHIPS.
(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and
(6) the street address, including the zip code, of the surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all the partners, notwithstanding a provision to the contrary in the partnership agreement.
(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c);
(2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of merger.
322C.0807 WITHDRAWAL OF FOREIGN LIMITED LIABILITY COMPANY.
If a foreign limited liability company holding a certificate of authority desires to withdraw, it shall file with the secretary of state an application for withdrawal.
The application for withdrawal shall set forth:
(1) the name of the foreign limited liability company corporation and the state or country under the laws of which it is organized;
(2) that it has no property located in this state and has ceased to transact business therein;
(3) that its governing body has duly determined to surrender its authority to transact business in this state;
(4) that it revokes the authority of its registered agent in this state to accept service of process;
(5) the address to which the secretary of state shall mail a copy of any process against the foreign limited liability company that may be served upon the secretary of state;
(6) that it will pay to the commissioner of management and budget the amount of any additional license fees properly found by the secretary of state to be then due from such foreign limited liability company; and
(7) additional information required or demanded to enable the secretary of state to determine the additional license fees, if any, payable by the foreign limited liability company.
The application for withdrawal shall be executed on behalf of the foreign limited liability company pursuant to section 322C.0203.
The application for withdrawal shall be delivered to the secretary of state. Upon receiving and examining the same, and upon finding that it conforms to the provisions of this chapter, the secretary of state shall, when all license fees, filing fees, and other charges have been paid as required by law, file the same and shall issue and record a certificate of withdrawal. Upon the issuance of the certificate, the authority of the foreign limited liability company to transact business in this state shall cease.
The filing with the secretary of state by the corporation of a certificate of dissolution, or a certificate of merger if the foreign limited liability company is not the surviving limited liability company from the proper officer of the state or country under the laws of which the foreign limited liability company is organized, constitutes a valid application of withdrawal and the authority of the foreign limited liability company to transact business in this state shall cease upon filing of the certificate.
323A.0907 STATEMENT OF MERGER.
(a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership that is a party to the merger;
(2) the name of the surviving entity into which the other partnerships or limited partnerships were merged;
(3) the street address, including the zip code, of the surviving entity's chief executive office and of an office in this state, if any; and
(4) whether the surviving entity is a partnership or a limited partnership.
(c) Except as otherwise provided in subsection (d), for the purposes of section 323A.0302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
(d) For the purposes of section 323A.0302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger.
(e) A filed statement of merger, executed and declared to be accurate pursuant to section 323A.0105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d).
323A.0911 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP.
A plan of domestication must be consented to:
(1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and
(2) as provided in the domesticating partnership's governing statute, if the company is a foreign limited liability company.
Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are filed with the secretary of state under section 323A.0912, a domesticating partnership may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
325E.01 DELIVERY TICKETS TO ACCOMPANY EACH FUEL DELIVERY.
No person, firm, or corporation shall deliver any domestic heating fuel without such delivery being accompanied by a delivery ticket, on which shall be distinctly expressed in pounds, the gross weight of the load, the tare of the delivery vehicle, the net quantity or quantities of fuel contained in the cart, wagon, vehicle or compartment thereof, bag, sack or container used in such deliveries when sold by weight; or the number of gallons or cubic feet that is being delivered when sold by measure, with the name of the purchaser thereof and the name of the dealer from whom purchased. The delivery ticket shall also clearly state the name, type, kind and grade of fuel being delivered. When the buyer carries away the purchase, a delivery ticket showing the actual amount delivered to the purchaser must be given to the purchaser at the time the sale is made.
Sales of wood for fuel direct from producer to consumer shall be exempt from the provisions of this section. This section shall not apply to deliveries in quantities of ten gallons or less.
Whoever violates any provision of this section is guilty of a misdemeanor.
323A.0912 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
After a plan of domestication is approved, a domesticating partnership shall file with the secretary of state articles of domestication, which articles of domestication must include:
(1) a statement, as the case may be, that the partnership has been domesticated from or into another jurisdiction;
(2) the name of the domesticating partnership and the jurisdiction of its governing statute;
(3) the name of the domesticated partnership and the jurisdiction of its governing statute;
(4) the date the domestication is effective under the governing statute of the domesticated company;
(5) if the domesticating partnership was a domestic partnership, a statement that the domestication was approved as required by this chapter;
(6) if the domesticating company was a foreign partnership, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) if the domesticated partnership was a foreign partnership, the street address of an office that the secretary of state may use for the purposes of section 5.25.
A domestication becomes effective:
(1) upon the filing of the articles of domestication, or a later date specified in the articles of domestication, if the domesticated partnership is a domestic partnership; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign partnership.
322C.0809 ACTION BY ATTORNEY GENERAL.
The attorney general may maintain an action to enjoin a foreign limited liability company from transacting business in this state in violation of sections 322C.0801 to 322C.0809.
323A.0913 EFFECT OF DOMESTICATION.
When a domestication takes effect:
(1) the domesticated partnership is for all purposes the partnership that existed before the domestication;
(2) all property owned by the domesticating partnership remains vested in the domesticated partnership;
(3) all debts, obligations, or other liabilities of the domesticating partnership continue as debts, obligations, or other liabilities of the domesticated partnership;
(4) an action or proceeding pending by or against a domesticating partnership may be continued as if the domestication had not occurred;
(5) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of the domesticating partnership remain vested in the domesticated partnership;
(6) except as otherwise provided in the plan of domestication, the terms and conditions of the plan of domestication take effect; and
(7) except as otherwise agreed, the domestication does not dissolve a domesticating partnership for the purposes of sections 323A.0801 to 323A.0807.
A domesticated partnership that is a foreign limited liability partnership consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating partnership if, before the domestication, the domesticating partnership was subject to suit in this state on the debt, obligation, or other liability. A domesticated partnership that is a foreign partnership appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 5.25.