piers109uk/MN-Statutes huggingface dataset:
322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.
An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or permitted by law to be served on the company.
If a limited liability company or foreign limited liability company does not appoint or maintain an agent for service of process in this state or the agent for service of process cannot with reasonable diligence be found at the agent's street address, the secretary of state is an agent of the company upon whom process, notice, or demand may be served.
A process, notice, or demand required or permitted by law to be served upon a company may be served upon the secretary of state as provided in section 5.25.
This section does not affect the right to serve process, notice, or demand in any other manner provided by law.
321.1118 EFFECT OF DOMESTICATION.
When a domestication takes effect:
(1) the domesticated limited partnership is for all purposes the limited partnership that existed before the domestication;
(2) all property owned by the domesticating organization remains vested in the domesticated organization;
(3) all debts, obligations, or other liabilities of the domesticating organization continue as debts, obligations, or other liabilities of the domesticated organization;
(4) an action or proceeding pending by or against a domesticating organization 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 organization remain vested in the domesticated organization;
(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 limited partnership for the purposes of sections 321.0801 to 321.0812.
A domesticated organization that is a foreign limited partnership consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating organization if, before the domestication, the domesticating organization was subject to suit in this state on the debt, obligation, or other liability. A domesticated organization that is a foreign limited partnership 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 321.0117.
If a limited partnership has adopted and approved a plan of domestication under section 321.1115 providing for the organization to be domesticated in a foreign jurisdiction, a statement surrendering the limited partnership's certificate of limited partnership must be filed with the secretary of state setting forth:
(1) the name of the limited partnership;
(2) a statement that the certificate of limited partnership is being surrendered in connection with the domestication of the limited partnership in a foreign jurisdiction;
(3) a statement that the domestication was approved as required by this chapter; and
(4) the jurisdiction of formation of the domesticated foreign limited partnership.
323A.0202 FORMATION OF PARTNERSHIP.
(a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
(a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them.
(b) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
(c) "Electronic record" means a record created, generated, sent, communicated, received, or stored by electronic means.
(d) "Electronic signature" means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
For purposes of this chapter:
(1) a record or signature may not be denied legal effect or enforceability solely because it is in electronic form;
(2) a contract may not be denied legal effect or enforceability solely because an electronic record was used in its formation;
(3) if a provision requires a record to be in writing, an electronic record satisfies the requirement; and
(4) if a provision requires a signature, an electronic signature satisfies the requirement.
323A.0204 WHEN PROPERTY IS PARTNERSHIP PROPERTY.
(a) Property is partnership property if acquired in the name of:
(1) the partnership; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
321.1119 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
If a partner of a constituent, converting, or domesticating limited partnership will have personal liability with respect to a surviving, constituent, converted, or domesticated organization, approval or amendment of a plan of merger, exchange, conversion, or domestication is ineffective without the consent of the partner, unless:
(1) the organization's certificate of limited partnership or partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the certificate of limited partnership or the partnership agreement.
A partner does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.
One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization.
Articles of organization must state:
(1) the name of the limited liability company, which must comply with section 322C.0108;
(2) the street address of the initial registered office and, if the limited liability company has an agent for the service of process, the name of the agent for service of process of the company at the registered office; and
(3) the name and street address of each organizer.
Subject to section 322C.0112, subdivision 3, articles of organization may also contain statements as to matters other than those required by subdivision 2. However, a statement in articles of organization is not effective as a statement of authority.
(a) A limited liability company is formed when articles of organization have been filed with the secretary of state accompanied by a payment of $135.
(b) Except in a proceeding by this state to dissolve a limited liability company, the filing of the articles of organization by the secretary of state is conclusive proof that the organizer satisfied all conditions to the formation of a limited liability company.
(c) The formation of a limited liability company does not by itself cause any person to become a member. However, this chapter does not preclude an agreement, made before or after formation of a limited liability company, which provides that one or more persons will become members, or acknowledging that one or more persons became members, upon or otherwise in connection with the formation of the limited liability company.
322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION.
Articles of organization may be amended or restated at any time.
To amend its articles of organization, a limited liability company must file with the secretary of state an amendment stating:
(1) the name of the company;
(2) the changes the amendment makes to the articles of organization as most recently amended or restated; and
(3) a statement that the amendment was adopted pursuant to this chapter.
To restate its articles of organization, a limited liability company must file with the secretary of state a restatement, designated as such in its heading, stating:
(1) in the heading or an introductory paragraph, the company's present name; and
(2) the changes the restatement makes to the articles of organization as most recently amended or restated.
Subject to sections 322C.0112, subdivision 3, and 322C.0205, subdivision 3, an amendment to or restatement of articles of organization is effective when filed with the secretary of state.
If a member of a member-managed limited liability company, a manager of a manager-managed limited liability company, or a governor of a board-managed limited liability company, knows that any information in articles of organization filed with the secretary of state was inaccurate when the articles were filed or has become inaccurate owing to changed circumstances, the member, manager, or governor shall promptly:
(1) cause the articles to be amended; or
(2) if appropriate, file with the secretary of state a change of registered office under section 322C.0114.
323A.0301 PARTNER AGENT OF PARTNERSHIP.
Subject to the effect of a statement of partnership authority under section 323A.0303:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
321.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.
In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE.
A record filed with the secretary of state pursuant to this chapter must be signed as follows:
(1) Except as otherwise provided in clauses (2) through (5), a record signed on behalf of a limited liability company must be signed by a person authorized by the company.
(2) A limited liability company's initial articles of organization must be signed by at least one person acting as an organizer.
(3) A record filed on behalf of a dissolved limited liability company that has no members must be signed by the person winding up the company's activities under section 322C.0702, subdivision 3, or a person appointed under section 322C.0702, subdivision 4, to wind up those activities.
(4) A statement of denial by a person under section 322C.0303 must be signed by that person.
(5) Any other record must be signed by the person on whose behalf the record is filed with the secretary of state.
Any record filed under this chapter may be signed by an agent pursuant to section 5.15.
323A.0302 TRANSFER OF PARTNERSHIP PROPERTY.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under section 323A.0303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held, without the necessity of an instrument of transfer executed by a partner in the partnership name.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held, without the necessity of an instrument of transfer executed by a partner in the partnership name.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 323A.0301 and:
(1) as to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
321.1202 SEVERABILITY CLAUSE.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.
If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, any other person that is aggrieved may petition the appropriate court to order:
(1) the person to sign the record;
(2) the person to file the record with the secretary of state for filing; or
(3) the secretary of state to file the record unsigned.
If a petitioner under subdivision 1 is not the limited liability company or foreign limited liability company to which the record pertains, the petitioner shall make the company a party to the action.
323A.0303 STATEMENT OF PARTNERSHIP AUTHORITY.
(a) A partnership may file a statement of partnership authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address, including the zip code, of its chief executive office and of one office in this state, if there is one;
(iii) the names and mailing addresses, including zip codes, of all of the partners or of an agent appointed and maintained by the partnership for the purpose of subsection (b); and
(iv) the names of the partners authorized to execute an instrument transferring real property held in the name of the partnership; and
(2) may state the authority, or limitations on the authority, of some or all of the partners to enter into other transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent, the agent shall maintain a list of the names and mailing addresses, including zip codes, of all of the partners and make it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is executed pursuant to section 323A.0105(c), and states the name of the partnership but does not contain all of the other information required by subsection (a), the statement nevertheless operates with respect to a person not a partner as provided in subsections (d) and (e).
(d) A filed statement of partnership authority supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:
(1) Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a limitation on that authority is not then contained in another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in the name of the partnership contained in a filed statement of partnership authority, whether or not a certified copy of the filed statement is recorded, is conclusive in favor of a person who gives value without knowledge to the contrary, so long as and to the extent that a certified copy of a filed statement containing a limitation on that authority is not then of record. The recording of a certified copy of a filed cancellation of a limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a limitation on the authority of a partner to transfer real property held in the name of the partnership only if a certified copy of the filed statement containing the limitation on authority is of record.
(f) Except as otherwise provided in subsections (d) and (e) and sections 323A.0704 and 323A.0805, a person not a partner is not deemed to know of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.
321.1203 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.
322C.0207 CERTIFICATE OF EXISTENCE OR AUTHORIZATION.
The secretary of state, upon request and payment of the requisite fee, shall furnish to any person a certificate of existence for a limited liability company pursuant to section 5.12.
323A.0304 STATEMENT OF DENIAL.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 323A.0303(b), may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 323A.0303(d) and (e).
322C.0206 LIABILITY FOR INACCURATE INFORMATION IN FILED RECORD.
If a record filed with the secretary of state under this chapter contains inaccurate information, a person that suffers a loss by reliance on the information may recover damages for the loss from:
(1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be inaccurate at the time the record was signed; and
(2) subject to subdivision 2, a member of a member-managed limited liability company or the manager of a manager-managed limited liability company, if:
(i) the record was filed with the secretary of state on behalf of the company; and
(ii) the member or manager had notice of the inaccuracy for a reasonably sufficient time before the information was relied upon so that, before the reliance, the member or manager reasonably could have:
(A) effected an amendment under section 322C.0202;
(B) filed a petition under section 322C.0204; or
(C) filed with the secretary of state a statement under section 5.36, subdivision 3, or articles of correction under section 5.16.
To the extent that the operating agreement of a member-managed limited liability company expressly relieves a member of responsibility for maintaining the accuracy of information contained in records filed with the secretary of state under this chapter and imposes that responsibility on one or more other members, the liability stated in subdivision 1, clause (2), applies to those other members and not to the member that the operating agreement relieves of the responsibility.
An individual who signs a record authorized or required to be filed under this chapter affirms under penalty of perjury that the information stated in the record is accurate.
322C.0205 FILING OF RECORDS WITH SECRETARY OF STATE; EFFECTIVE TIME AND DATE.
A record authorized or required to be filed with the secretary of state under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. If the filing fee of $35 or any filing fee specified in this chapter for the filing has been paid, unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, the secretary of state shall file the record and:
(1) for a statement of denial under section 322C.0303, send an image of the filed statement and a receipt for the fees to the person on whose behalf the statement was delivered for filing and to the limited liability company; and
(2) for all other records, send an image of the filed record to the person on whose behalf the record was filed.
Upon request and payment of the requisite fee, the secretary of state shall send to the requester a certified copy of a requested record.
Except as otherwise provided in sections 322C.0115, 322C.0201, subdivision 4, paragraph (a), and 322C.0206, a record filed with the secretary of state under this chapter may specify an effective time and a delayed effective date. Subject to sections 322C.0115, 322C.0201, subdivision 4, paragraph (a), and 322C.0206, a record filed with the secretary of state is effective:
(1) if the record does not specify either an effective time or a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state's endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(3) if the record specifies a delayed effective date but not an effective time, at 11:59 p.m. on the earlier of:
(i) the specified date; or
(ii) the 90th day after the record is filed; or
(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(i) the specified date; or
(ii) the 90th day after the record is filed.
323A.0306 PARTNER'S LIABILITY.
(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under section 323A.1001(b).
(d) For the purposes of this section:
(1) All partnership debts and obligations under or relating to a note, contract, or other agreement are incurred when the note, contract, or other agreement is entered into.
(2) An amendment, modification, extension, or renewal of a note, contract, or other agreement does not affect the time at which a partnership debt or obligation under or relating to that note, contract, or other agreement is incurred, even as to a claim that relates to the subject matter of the amendment, modification, extension, or renewal.
This subsection does not affect any law, rule, or period pertaining to any statute of limitations or statute of repose.
321.1207 SAVINGS CLAUSE.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
323A.0305 PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT.
(a) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
321.1208 EFFECT OF DESIGNATION.
Except as otherwise provided in this chapter, a limited partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes:
(1) during the winding up of the limited partnership following its dissolution;
(2) whether the certificate of limited partnership of a limited partnership is amended to add or delete a statement that the limited partnership is a limited liability limited partnership pursuant to section 321.0406(b)(2); and
(3) regardless of whether the words "limited partnership," "limited liability limited partnership," or the designation "LP," "L.P.," "LLLP," or "L.L.L.P." are used in an instrument conveying an interest in real or personal property to or from the limited partnership or in any other writing.
323A.0307 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with section 323A.0306, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 323A.0306; and
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(5) liability is imposed on the partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 323A.0308.
325D.02 APPLICATION.
Section 325D.03 shall apply only to the manufacture, production, or distribution of any commodity, article, goods, wares, or merchandise in general use or consumption. Sections 325D.04 to 325D.06 shall apply only to the selling, offering, or advertising for sale, giving away or offering or advertising the intent to give away of any commodity, article, goods, wares, or merchandise, in wholesale or retail trade.
322C.0208 ANNUAL REPORT FOR SECRETARY OF STATE.
(a) The secretary of state may send annually to each limited liability company, using the information provided by the limited liability company and foreign limited liability company pursuant to section 5.002 or 5.34 or the articles of organization, a notice announcing the need to file the annual renewal and informing the limited liability company that the annual renewal may be filed online and that paper filings may also be made, and informing the limited liability company that failing to file the annual renewal will result in an administrative termination of the limited liability company or the revocation of the authority of the limited liability company and foreign limited liability company to do business in Minnesota.
(b) Each calendar year beginning in the calendar year following the calendar year in which a limited liability company and foreign limited liability company files articles of organization, a limited liability company and foreign limited liability company must file with the secretary of state by December 31 of each calendar year a renewal containing the items required by section 5.34. Notwithstanding section 322C.0205, subdivision 1, no fee is required to file an annual renewal.
322C.0301 NO AGENCY POWER OF MEMBER AS MEMBER.
A member is not an agent of a limited liability company solely by reason of being a member.
A person's status as a member does not prevent or restrict law other than this chapter from imposing liability on a limited liability company because of the person's conduct.
323A.0308 LIABILITY OF PURPORTED PARTNER.
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
323A.0401 PARTNER'S RIGHTS AND DUTIES.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under section 323A.0301.
325D.03 DISCRIMINATION UNLAWFUL.
Any person, partnership, firm, or corporation, foreign or domestic, doing business in the state and engaged in the production, manufacture, or distribution of any printed or mimeograph matter, commodity, article, goods, wares, or merchandise in general use or consumption, who for the purpose or with the effect of injuring a competitor or destroying competition, shall discriminate between different sections, communities, or cities of this state by selling or furnishing such commodity, article, goods, wares or merchandise at a lower price, or rate in one section, community, or city, or any portion thereof, than such person, firm, or corporation, foreign or domestic, charges for such commodity, article, goods, wares, or merchandise in another section, community, or city, or any portion thereof, after making allowance for difference, if any, in the grade, quality, or quantity after equalizing the distance from the point of production, manufacture, or distribution and freight rates therefrom, shall be guilty of unfair discrimination; provided, that sections 325D.01 to 325D.07 shall not prevent any person, firm, or corporation from, in good faith, meeting local competition within any one section, community, or city. The inhibition hereof against locality discrimination shall embrace any scheme of special rebates, collateral contracts, or any device of any nature whereby such discrimination is, in substance or fact, effected in violation of the spirit and intent of sections 325D.01 to 325D.07.
323A.0402 DISTRIBUTIONS IN KIND.
A partner has no right to receive, and may not be required to accept, a distribution in kind.
322C.0303 STATEMENT OF DENIAL.
A person named in a filed statement of authority granting that person authority may file with the secretary of state for filing a statement of denial that:
(1) provides the name of the limited liability company and the caption of the statement of authority to which the statement of denial pertains; and
(2) denies the grant of authority.
323A.0403 PARTNER'S RIGHTS AND DUTIES WITH RESPECT TO INFORMATION.
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
322C.0304 LIABILITY OF MEMBERS, MANAGERS, AND GOVERNORS.
The debts, obligations, or other liabilities of a limited liability company, whether arising in contract, tort, or otherwise:
(1) are solely the debts, obligations, or other liabilities of the company; and
(2) do not become the debts, obligations, or other liabilities of a member, manager, or governor solely by reason of the member acting as a member, manager acting as a manager, or governor acting as a governor.
The failure of a limited liability company to observe formalities relating exclusively to the management of its internal affairs is not a ground for imposing liability on the members, managers, or governors for the debts, obligations, or other liabilities of the company.
Except as relates to the failure of a limited liability company to observe any formalities relating exclusively to the management of its internal affairs, the case law that states the conditions and circumstances under which the corporate veil of a corporation may be pierced under Minnesota law also applies to limited liability companies.
325D.04 SELLING BELOW COST FORBIDDEN.
Any retailer, wholesaler, subjobber or vending machines operator engaged in business within this state, who sells, offers for sale or advertises for sale, any commodity, article, goods, wares, or merchandise at less than the cost thereof to such vendor, or gives, offers to give or advertises the intent to give away any commodity, article, goods, wares, or merchandise for the purpose or with the effect of injuring a competitor or destroying competition, shall be guilty of unfair discrimination; and, upon conviction, subject to the penalty therefor provided in section 325D.071.
Any retailer, wholesaler, subjobber or vending machines operator who sells goods in any part of this state at prices lower than those exacted by the person elsewhere in the state for like qualities and grades and where the effect of such lower prices may be substantially to lessen competition or tend to create a monopoly in any line of business, or to injure, destroy, or prevent competition with the person selling at such lower prices, shall be guilty of unfair competition and subject to the penalties of section 325D.071; provided, that nothing shall prevent differentials in prices in different localities which make only due allowances for differences in "cost of doing business" or "overhead expense" and in costs of delivery for such goods to different localities; nor differences in prices in an endeavor made in good faith to meet the legal prices of a competitor selling the same commodity, articles, goods, wares or merchandise in the same locality or trade area.
The inhibition against sales below cost or locality discrimination shall embrace any scheme of special rebates, collateral contracts, or any device of any nature whereby such discrimination is, in substance or fact, effected in violation of the spirit and intent of sections 325D.01 to 325D.07.
323A.0404 GENERAL STANDARDS OF PARTNER'S CONDUCT.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
322C.0401 BECOMING A MEMBER.
If a limited liability company is to have only one member upon formation, the person becomes a member as agreed by that person and the organizer of the company. That person and the organizer may be, but need not be, different persons. If different, the organizer acts on behalf of the initial member.
If a limited liability company is to have more than one member upon formation, those persons become members as agreed by the persons before the formation of the company. The organizer acts on behalf of the persons in forming the company and may be, but need not be, one of the persons.
If a limited liability company is to have no members upon formation, a person becomes an initial member of the limited liability company with the consent of a majority of the organizers. The organizers may consent to more than one person simultaneously becoming the company's initial members.
After a limited liability company has or has had at least one member, a person becomes a member:
(1) as provided in the operating agreement;
(2) as the result of a transaction effective under sections 322C.1001 to 322C.1015;
(3) with the consent of all the members; or
(4) if, within 90 consecutive days after the company ceases to have any members:
(i) the last person to have been a member, or the legal representative of that person, designates a person to become a member; and
(ii) the designated person consents to become a member.
A person may become a member without acquiring a transferable interest and without making or being obligated to make a contribution to the limited liability company.
323A.0405 ACTIONS BY PARTNERSHIP AND PARTNERS.
(a) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(1) enforce the partner's rights under the partnership agreement;
(2) enforce the partner's rights under this chapter, including:
(i) the partner's rights under section 323A.0401, 323A.0403, or 323A.0404;
(ii) the partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section 323A.0701 or enforce any other right under sections 323A.0601 to 323A.0705; or
(iii) the partner's right to compel a dissolution and winding up of the partnership business under section 323A.0801 or enforce any other right under sections 323A.0801 to 323A.0807; or
(3) enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.