piers109uk/MN-Statutes huggingface dataset:
321.0803 WINDING UP.
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 321.0203, and perform other necessary acts; and
(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under section 321.0804; and
(2) shall promptly amend the certificate of limited partnership to state:
(A) that the limited partnership does not have a general partner;
(B) the name of the person that has been appointed to wind up the limited partnership; and
(C) the street and mailing address of the person.
(d) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) the applicant establishes other good cause.
321.0804 POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.
(a) A limited partnership is bound by a general partner's act after dissolution which:
(1) is appropriate for winding up the limited partnership's activities; or
(2) would have bound the limited partnership under section 321.0402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) at the time the other party enters into the transaction:
(A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(A) is appropriate for winding up the limited partnership's activities; or
(B) would have bound the limited partnership under section 321.0402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
317A.733 ARTICLES OF DISSOLUTION; CERTIFICATE OF DISSOLUTION; EFFECT.
Articles of dissolution for a corporation dissolving under section 317A.721 must be filed with the secretary of state after compliance with section 317A.811, if applicable, and:
(1) the payment of claims of known creditors and claimants has been made or provided for;
(2) if the corporation has given notice to creditors and claimants in the manner provided in section 317A.727: (i) the 90-day period in section 317A.727, subdivision 2, clause (5), has expired and the payment of claims of the creditors and claimants filing a claim within that period has been made or provided for; or (ii) the longer of the periods described in section 317A.729, clause (2), has expired; or, in all other cases;
(3) the two-year period described in section 317A.730 has expired.
The articles of dissolution must state:
(a)(1) whether notice has been given to the creditors and claimants of the corporation in the manner provided in section 317A.727 and, if notice has been given, the last date on which the notice was given and: (i) that the payment of the creditors and claimants filing a claim within the 90-day period set forth in section 317A.727, subdivision 2, clause (5), has been made or provided for; or (ii) the date on which the longer of the periods described in section 317A.729, clause (2), expired; or
(2) if notice was not given and articles of dissolution are being filed under subdivision 1, clause (1), that the debts, obligations, and liabilities of the corporation have been paid and discharged or that adequate provisions have been made for them;
(b) that the remaining assets of the corporation have been distributed under section 317A.735 or that adequate provision has been made for the distribution;
(c) that there are no pending legal, administrative, or arbitration proceedings by or against the corporation, or that adequate provision has been made for the satisfaction of a judgment, order, or decree that may be entered against it in a pending proceeding; and
(d) if applicable, that notice to the attorney general required by section 317A.811 has been given and the waiting period has expired or has been waived by the attorney general.
When the articles of dissolution have been filed with the secretary of state, or on a later date or a later time each within 30 days after filing if the articles of dissolution so provide, the corporation is dissolved.
The secretary of state shall issue to the dissolved corporation a certificate of dissolution that contains:
(1) the name of the corporation;
(2) the date the dissolution was filed with the secretary of state; and
(3) a statement that the corporation is dissolved at the effective date and time of the dissolution.
317A.735 DISTRIBUTION OF ASSETS.
In performing their duties under section 317A.725, the board, or the officers acting under the direction of the board, shall distribute the assets of the corporation in the following order of priority:
(1) distribution of assets received and held for a special use or purpose under subdivision 2;
(2) payment of costs and expenses of the dissolution proceedings, including attorney fees and disbursements;
(3) payment of debts, obligations, and liabilities of the corporation;
(4) distribution of assets pursuant to articles or bylaws of the dissolving corporation or the rules or canons of another organization under subdivision 3; and
(5) distribution of remaining assets under subdivision 4.
Assets of the corporation may not be diverted from the uses and purposes for which the assets have been received and held, or from the uses and purposes expressed or intended by the original donor.
Where the articles or bylaws of the dissolving corporation, or the rules or canons of another organization by which the dissolving corporation is bound, provide for a particular distribution of the assets of the dissolving corporation, the assets must be distributed accordingly.
The distribution of assets held for or devoted to a charitable or public use or purpose is subject to section 501B.31.
317A.741 SUPERVISED VOLUNTARY DISSOLUTION.
After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may apply to a court within the county in which the registered office of the corporation is located to have the dissolution conducted or continued under the supervision of the court under sections 317A.751 to 317A.765.
321.0806 KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. 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;
(4) state that the claim will be barred if not received by the deadline; and
(5) unless the limited partnership has been at each moment during its existence either a limited liability limited partnership or a limited partnership that is a limited liability limited partnership under chapter 322A, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 321.0404.
(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
321.0807 OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIPS.
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b) The notice must:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated 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;
(3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4) unless the limited partnership has been at each moment during its existence either a limited liability limited partnership or a limited liability limited partnership under chapter 322A, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 321.0404.
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
(1) a claimant that did not receive notice in a record under section 321.0806;
(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) against the dissolved limited partnership, to the extent of its undistributed assets;
(2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3) against any person liable on the claim under section 321.0404.
321.0808 LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.
If a claim against a dissolved limited partnership is barred under section 321.0806 or 321.0807, any corresponding claim under section 321.0404 is also barred.
321.0809 ADMINISTRATIVE DISSOLUTION.
(a) A limited partnership that has failed to deliver for filing a registration pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 30 days without a new agent being appointed by the limited partnership, must be dissolved by the secretary of state as described in this section.
(b) The secretary of state must attempt to provide notice of dissolution to each limited partnership whose agent resigned pursuant to section 321.0116, subdivision 1, if the resignation of the agent has been effective for 30 days without a new agent being appointed by the limited partnership. If the limited partnership has not appointed a new agent within 30 days after the secretary of state attempted to provide notice to the limited partnership, or if the limited partnership has not filed the delinquent registration, the secretary of state must issue a certificate of administrative dissolution and the certificate 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 administratively dissolved limited partnerships.
(c) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806 and 321.0807.
(d) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process, if any.
321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION.
(a) A limited partnership that has been administratively dissolved or a foreign limited partnership that has had its certificate of authority revoked may reinstate after the effective date of dissolution.
(1) To reinstate for failure to file the annual renewal, the annual renewal required by section 5.34 must be delivered to the secretary of state for filing with the reinstatement fee of $25.
(2) To reinstate for failure to appoint a registered agent after a prior registered agent has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership has filed all previously required annual renewals, the limited partnership may appoint a new agent meeting the requirements of section 5.36 by filing with the secretary of state an appointment signed by one or more of the general partners at the time of the administrative dissolution.
(3) To reinstate for both a failure to file the annual renewal and appoint a new registered agent following the resignation of the registered agent, the limited partnership must comply with clauses (1) and (2).
(b) If the secretary of state determines that an annual renewal contains the information required by subsection (a) and that the information is correct and is accompanied by the appropriate fee, the secretary of state shall file the renewal and reinstate the limited partnership or foreign limited partnership.
(c) When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution or revocation and the limited partnership may resume its activities as if the administrative dissolution or revocation had never occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement is effective only as of the date the reinstatement is filed.
317A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION.
In dissolution proceedings the court may issue injunctions, appoint receivers with powers and duties the court directs, take other actions required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
When a proceeding involving a corporation described in section 317A.811, subdivision 1, is begun, the court shall order that a copy of the petition be served on the attorney general. In all proceedings under this section, the attorney general has a right to participate as a party.
After a full hearing has been held, upon whatever notice the court directs to be given to the parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the corporate assets. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the corporation and to sell, lease, transfer, or otherwise dispose of all or any of the assets of the corporation at a public or private sale.
The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition must be applied in the order of priority set forth in section 576.51.
After payment of the expenses of receivership and claims of creditors duly proved, the remaining assets, if any, must be distributed as provided in section 317A.735.
317A.755 QUALIFICATIONS OF RECEIVERS; POWERS.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give bond as required by section 576.27.
A receiver may sue and defend all actions as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction over the corporation, the receiver, and all receivership property pursuant to section 576.23.
321.0812 DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was neither a limited liability limited partnership nor a limited partnership that is a limited liability limited partnership under chapter 322A, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 321.0607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual is liable for the person's obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c).
321.0901 GOVERNING LAW.
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.
(c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
317A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE.
In a proceeding under section 317A.751 to dissolve a corporation, the court may require creditors and claimants of the corporation to file their claims pursuant to section 576.49. The receiver or any party in interest may object to any claim pursuant to section 576.50.
[Repealed, 2012 c 143 art 3 s 39]
321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY.
A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state:
(1) the name of the foreign limited partnership and, if the foreign limited partnership chooses, an alternate name adopted pursuant to section 321.0905(a);
(2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized;
(3) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office;
(4) the name and street and mailing address of the foreign limited partnership's initial agent for service of process in this state;
(5) the name and street and mailing address of each of the foreign limited partnership's general partners;
(6) whether the foreign limited partnership is a foreign limited liability limited partnership; and
(7) that the foreign limited partnership has complied with the organizational laws in the jurisdiction in which it is organized.
317A.763 DECREE OF DISSOLUTION.
In an involuntary or supervised voluntary dissolution, the court shall provide for the discharge of obligations and the distribution of the assets as set forth in section 317A.753, subdivision 4, and shall enter a decree dissolving the corporation.
When the decree dissolving the corporation has been entered, the corporation is dissolved.
321.0903 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.
(a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include:
(1) maintaining, defending, and settling an action or proceeding;
(2) holding meetings of its partners or carrying on any other activity concerning its internal affairs;
(3) maintaining accounts in financial institutions;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property;
(8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired;
(9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state.
(c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state.
317A.765 FILING DECREE.
After the court enters a decree dissolving a corporation, the court administrator shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree.
321.0904 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, prepare, sign and file a certificate of authority to transact business in this state, and send a copy of the filed certificate to the foreign limited partnership or its representative.
317A.771 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN PERSONS.
Upon dissolution of a corporation, the part of the assets distributable to a person who is unknown or cannot be found, or who is under disability, if there is no person legally competent to receive it, must be reduced to money and deposited with the commissioner of management and budget. The amount deposited is appropriated to the commissioner of management and budget and must be paid over to the person, upon proof satisfactory to the commissioner of management and budget of a right to payment.
321.0905 ALTERNATE NAME; NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP.
(a) A foreign limited partnership may choose to adopt an alternate name even if its name complies with section 321.0108. A foreign limited partnership whose name does not comply with section 321.0108 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 321.0108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with sections 333.01 to 333.06. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under sections 333.01 to 333.06 to transact business in this state under another name.
(b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with section 321.0108, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority.
317A.781 CLAIMS BARRED; EXCEPTIONS.
A person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within the time provided in section 317A.730, 317A.741, 317A.751, or 317A.759, or has not begun a legal, administrative, or arbitration proceeding before the beginning of the dissolution proceedings, and a person claiming through or under the creditor or claimant, is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
Within one year after articles of dissolution have been filed with the secretary of state under section 317A.733, subdivision 1, clause (1) or (2), or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim against the corporation to the extent of undistributed assets.
Debts, obligations, and liabilities incurred during dissolution proceedings must be paid or provided for by the corporation before the distribution of assets under section 317A.735. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy against the officers or directors of the corporation before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.
321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY.
(a) A foreign limited partnership that has failed to deliver for filing a renewal pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 30 days without a new agent being appointed by the limited partnership, must have its certificate of authority to transact business in Minnesota revoked as described in this section.
(b) The secretary of state must attempt to provide notice of revocation to each foreign limited partnership, whose agent resigned pursuant to section 321.0116, subdivision 1, if the resignation of the agent has been effective for 30 days without a new agent being appointed by the limited partnership. If the foreign limited partnership has not appointed a new agent within 30 days after the secretary of state attempted to provide notice to the foreign limited partnership, or if the foreign limited partnership has not filed the delinquent registration, the secretary of state must issue a certificate of revocation and the certificate 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 foreign limited partnerships whose certificates have been revoked.
317A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a corporation has been dissolved, its former officers, directors, or members with voting rights may assert or defend, in the name of the corporation, a claim by or against the corporation.
321.0907 CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.
(a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 321.0206.
(b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state.
(c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state.
(d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority.
(e) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state.
317A.791 OMITTED ASSETS.
Title to assets remaining after payment of the debts, obligations, or liabilities and after distributions may be transferred by a court in this state.
321.0908 ACTION BY ATTORNEY GENERAL.
The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article.
321.0909 NAME CHANGES FILED IN HOME STATE.
A foreign limited partnership shall notify the secretary of state of any changes to the partnership name filed with the state of formation by certifying to the secretary of state that the foreign limited partnership has changed the name and is listing the new name.
321.1102 CONVERSION.
Pursuant to this section, sections 321.1103 to 321.1105, and a plan of conversion, an organization other than a limited partnership, a foreign limited partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a limited partnership, and a limited partnership may convert to an organization other than a foreign limited 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.
317A.901 SERVICE OF PROCESS ON CORPORATION.
A process, notice, or demand required or permitted by law to be served upon a corporation may be served upon the registered agent, if any, of the corporation named in the articles, upon an officer of the corporation, or upon the secretary of state as provided in section 5.25.
[Repealed, 1995 c 128 art 1 s 20]
[Repealed, 1995 c 128 art 1 s 20]
[Repealed, 1995 c 128 art 1 s 20]
317A.903 STATE INTERESTED; PROCEEDINGS.
If it appears at any stage of a proceeding in a court in this state that the state is, or is likely to be, interested in the proceeding, or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition be served upon the attorney general in the manner prescribed for serving a summons in a civil action. The attorney general shall intervene in a proceeding when the attorney general determines that the public interest requires it, whether or not the attorney general has been served.
317A.827 CONTINUATION FOR CERTAIN PURPOSES; REINSTATEMENT.
MS 1998 [Repealed by amendment, 2000 c 395 s 11]
A corporation dissolved under section 317A.823 continues for three years after the dissolution date for the sole purpose of supervision, investigation, and other actions by the attorney general under sections 8.31 and 501B.40 and 501B.41.
MS 1998 [Renumbered subdivision 1]
A corporation dissolved under section 317A.823 may retroactively reinstate its corporate existence by filing a single annual registration. Filing the annual registration with the secretary of state:
(1) returns the corporation to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the corporation is liable for those contracts or acts; and
(3) restores to the corporation all assets and rights of the corporation and its members to the extent they were held by the corporation and its members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
[Renumbered subd 2]
322C.0103 KNOWLEDGE; NOTICE.
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.
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).
A person notifies another of a fact by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person knows the fact.
A person that is not a member is deemed:
(1) to know of a limitation on authority to transfer real property as provided in section 322C.0302, subdivision 7; and
(2) to have notice of a limited liability company's:
(i) dissolution, 90 days after a statement of dissolution under section 322C.0702, subdivision 2, clause (2)(i), becomes effective;
(ii) termination, 90 days after a statement of termination under section 322C.0702, subdivision 2, clause (2)(vi), becomes effective; and
(iii) merger, conversion, or domestication, 90 days after articles of merger, conversion, or domestication under sections 322C.1001 to 322C.1015 become effective.
321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP.
Subject to section 321.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership.
Subject to section 321.1110 and 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 321.1104, a converting limited 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.0101 CITATION.
This chapter may be cited as the "Minnesota Revised Uniform Limited Liability Company Act."
321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE.
After a plan of conversion is approved:
(1) if the converting organization is a converting limited partnership, the converting limited partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 321.0204, and must include:
(i) a statement that the limited 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 321.1105, 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 321.0204, and must include:
(i) the certificate of limited partnership for the limited partnership into which the converting organization is converting, which certificate of limited partnership must include the information required by section 321.0201;
(ii) a statement that the converting organization is converting into a limited partnership from another organization;
(iii) the name and form of the converting organization and the jurisdiction of its governing statute; and
(iv) 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 limited 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 limited 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.
317A.813 REMEDIAL POWERS OF ATTORNEY GENERAL.
The attorney general has the powers in sections 8.31 and 501B.40 and 501B.41, to supervise and investigate corporations under this chapter and to bring proceedings to secure compliance.
317A.823 ANNUAL CORPORATE RENEWAL.
(a) The secretary of state may send annually to each corporation, using the information provided by the corporation pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need to file the annual renewal and informing the corporation that the annual renewal may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual renewal will result in an administrative dissolution of the corporation.
(b) Each calendar year beginning in the calendar year following the calendar year in which a corporation incorporates, a corporation must file with the secretary of state by December 31 of each calendar year a registration containing the information required by section 5.34.
(a) A corporation that has failed to file a renewal pursuant to subdivision 1 must be dissolved by the secretary of state as described in paragraph (b).
(b) If the corporation has not filed the delinquent renewal, the secretary of state must issue a certificate of involuntary dissolution, and the certificate 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 dissolved corporations. A corporation dissolved in this manner is not entitled to the benefits of section 317A.781.
[Repealed by amendment, 2000 c 395 s 10]
317A.811 NOTICE TO ATTORNEY GENERAL; WAITING PERIOD.
(a) Except as provided in subdivision 6, the following corporations shall notify the attorney general of their intent to dissolve, merge, consolidate, or convert, or to transfer all or substantially all of their assets:
(1) a corporation that holds assets for a charitable purpose as defined in section 501B.35, subdivision 2;
(2) a corporation that is exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section; or
(3) effective July 1, 2025, a nonprofit health coverage entity as defined in section 145D.30.
(b) The notice must include:
(1) the purpose of the corporation that is giving the notice;
(2) a list of assets owned or held by the corporation for charitable purposes;
(3) a description of restricted assets and purposes for which the assets were received;
(4) a description of debts, obligations, and liabilities of the corporation;
(5) a description of tangible assets being converted to cash and the manner in which they will be sold;
(6) anticipated expenses of the transaction, including attorney fees;
(7) a list of persons to whom assets will be transferred, if known, or the name of the converted organization;
(8) the purposes of persons receiving the assets or of the converted organization; and
(9) the terms, conditions, or restrictions, if any, to be imposed on the transferred or converted assets.
The notice must be signed on behalf of the corporation by an authorized person.
Subject to subdivision 3, a corporation described in subdivision 1 may not transfer or convey assets as part of a dissolution, merger, consolidation, or transfer of assets under section 317A.661, and it may not convert until 45 days after it has given written notice to the attorney general, unless the attorney general waives all or part of the waiting period.
The attorney general may extend the waiting period under subdivision 2 for one additional 30-day period by notifying the corporation in writing of the extension. The attorney general shall notify the secretary of state if the waiting period is extended.
When all or substantially all of the assets of a corporation described in subdivision 1 have been transferred or conveyed following expiration or waiver of the waiting period, the board shall deliver to the attorney general a list of persons to whom the assets were transferred or conveyed. The list must include the addresses of each person who received assets and show what assets the person received.
Failure of the attorney general to take an action with respect to a transaction under this section does not constitute approval of the transaction and does not prevent the attorney general from taking other action.
Subdivisions 1 to 4 do not apply to a merger with, consolidation into, conversion into, or transfer of assets to an organization exempt under section 501(c)(3) of the Internal Revenue Code of 1986, or any successor section. A corporation that is exempt under this subdivision shall send a copy of the certificate of merger, certificate of consolidation and incorporation, or certificate of conversion to the attorney general.
321.1101 DEFINITIONS.
In this article:
(1) "Constituent limited partnership" means a constituent organization that is a limited partnership.
(2) "Constituent organization" means an organization that is party to a merger.
(3) "Converted organization" means the organization into which a converting organization converts pursuant to sections 321.1102 through 321.1105.
(4) "Converting limited partnership" means a converting organization that is a limited partnership.
(5) "Converting organization" means an organization that converts into another organization pursuant to section 321.1102.
(6) "General partner" means a general partner of a limited partnership.
(7) "Governing statute" of an organization means the statute that governs the organization's internal affairs.
(8) "Organization" means a general partnership, including a limited liability partnership; limited partnership, including a limited liability limited partnership; limited liability company; business trust; corporation; or any other person having a governing statute. The term includes domestic and foreign organizations whether or not organized for profit.
(9) "Organizational documents" means:
(A) for a domestic or foreign general partnership, its partnership agreement;
(B) for a limited partnership or foreign limited partnership, its certificate of limited partnership and partnership agreement;
(C) for a domestic or foreign limited liability company, its articles of organization and operating agreement, or comparable records as provided in its governing statute;
(D) for a business trust, its agreement of trust and declaration of trust;
(E) for a domestic or foreign corporation for profit, its articles of incorporation, bylaws, and other agreements among its shareholders which are authorized by its governing statute, or comparable records as provided in its governing statute; and
(F) for any other organization, the basic records that create the organization and determine its internal governance and the relations among the persons that own it, have an interest in it, or are members of it.
(10) "Personal liability" means personal liability for a debt, liability, or other obligation of an organization which is imposed on a person that co-owns, has an interest in, or is a member of the organization:
(A) by the organization's governing statute solely by reason of the person co-owning, having an interest in, or being a member of the organization; or
(B) by the organization's organizational documents under a provision of the organization's governing statute authorizing those documents to make one or more specified persons liable for all or specified debts, liabilities, and other obligations of the organization solely by reason of the person or persons co-owning, having an interest in, or being a member of the organization.
(11) "Surviving organization" means an organization into which one or more other organizations are merged. A surviving organization may preexist the merger or be created by the merger.
317A.825 ACCEPTANCE OF REGISTRATION BY SECRETARY OF STATE.
The secretary of state may accept a registration under section 317A.821 or 317A.823 if the information on the registration is in substantial compliance with these sections, even if the information on the registration is not identical to equivalent information in the records of the secretary of state.