reglab/housing_qa huggingface dataset:
MN Stat § 322.25 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.25 — Requirements For Amendment And For Cancellation Of Certificate.

322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE. Subdivision 1. Contents. The writing to amend a certificate shall: (1) conform to the requirements of section 322.02, clause (1) (a), as far as necessary to set forth clearly the change in the certificate which it is desired to make; and (2) be signed and acknowledged or sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted the amendment shall also be signed by the assigning limited partner. Subd. 2. All members sign. The writing to cancel a certificate shall be signed by all members. Subd. 3. Petition to court. A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions 1 and 2 as a person who must execute the writing refuses to do so, may petition the district court to direct a cancellation or amendment thereof. Subd. 4. Decree of court. If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county recorder in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be recorded in that office a certified copy of its decree setting forth the amendment. Subd. 5. When effective. A certificate is amended or canceled when there is filed for record in the registry of deeds where the certificate is recorded: (1) a writing in accordance with the provisions of subdivision 1 or subdivision 2; or (2) a certified copy of the order of the court in accordance with the provisions of subdivision 4. Subd. 6. Amended certificate. After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be, for all purposes, the certificate provided for by this chapter. History:  (7377) 1919 c 498 s 25; 1951 c 214 s 1; 1961 c 724 s 2; 1976 c 181 s 2; 2005 c 4 s 59
MN Stat § 322.26 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.26 — Parties To Actions.

322.26 PARTIES TO ACTIONS. A contributor, unless a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership. History:  (7378) 1919 c 498 s 26; 1986 c 444
MN Stat § 322.27 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.27 — Citation.

322.27 CITATION. This chapter may be cited as the "Uniform Limited Partnership Act." History:  (7379) 1919 c 498 s 27
MN Stat § 322.28 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.28 — Rules Of Construction.

322.28 RULES OF CONSTRUCTION. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. This chapter shall not be so construed as to impair the obligations of any contract existing when the chapter became effective, nor to affect any action or proceeding begun or right accrued before this chapter became effective. History:  (7380) 1919 c 498 s 28
MN Stat § 322.29 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.29 — Rules For Cases Not Provided For.

322.29 RULES FOR CASES NOT PROVIDED FOR. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern. History:  (7381) 1919 c 498 s 29
MN Stat § 322.30 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.30 — Provisions For Existing Limited Partnerships.

322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS. A limited partnership formed under any statute of this state prior to the adoption of this chapter may become a limited partnership under this chapter by complying with the provisions of section 322.02; provided the certificate sets forth: (1) the amount of the original contribution of each limited partner, and the time when the contribution was made; and (2) that the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners. A limited partnership formed under any statute of this state prior to the adoption of this chapter, until or unless it becomes a limited partnership under this chapter, shall continue to be governed by the provisions of General Statutes 1913, chapter 57, except that such partnership shall not be renewed unless so provided in the original agreement. History:  (7382) 1919 c 498 s 30
MN Stat § 322.31 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.31 — Repeals.

322.31 REPEALS. Except as affecting existing limited partnerships to the extent set forth in section 322.30, General Statutes 1913, chapter 57, is hereby repealed. History:  (7383) 1919 c 498 s 31
MN Stat § 322C.0101 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0101 — Citation.

322C.0101 CITATION. This chapter may be cited as the "Minnesota Revised Uniform Limited Liability Company Act." History:   2014 c 157 art 1 s 1
MN Stat § 322C.0103 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0103 — Knowledge; Notice.

322C.0103 KNOWLEDGE; NOTICE. Subdivision 1. Knowledge of facts. 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. Subd. 2. Notice of facts. 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). Subd. 3. Notification of facts. 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. Subd. 4. Constructive notice. 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. History:   2014 c 157 art 1 s 3
MN Stat § 322C.0104 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0104 — Nature, Purpose, And Duration Of Limited Liability Company.

322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY. Subdivision 1. Separate entity. A limited liability company is an entity distinct from its members. Subd. 2. Permitted purposes. Except for a nonprofit limited liability company subject to section 322C.1101, which must comply with that section, a limited liability company may have any lawful purpose. Subd. 3. Duration. A limited liability company has perpetual duration. History:   2014 c 157 art 1 s 4
MN Stat § 322C.0106 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0106 — Governing Law.

322C.0106 GOVERNING LAW. The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability company. History:   2014 c 157 art 1 s 6
MN Stat § 322C.0107 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0107 — Supplemental Principles Of Law.

322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History:   2014 c 157 art 1 s 7
MN Stat § 322C.0109 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0109 — Reserved Name.

322C.0109 RESERVED NAME. Subdivision 1. Procedure. A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company, by filing an application with the secretary of state. The application must state the name and address of the applicant and the name proposed to be reserved. If the secretary of state finds that the name applied for is available, it must be reserved for the applicant's exclusive use for a one-year period. Subd. 2. Transfer. The owner of a name reserved for a limited liability company may transfer the reservation to another person by filing with the secretary of state for filing a signed notice of the transfer which states the name and address of the transferee. History:   2014 c 157 art 1 s 9
MN Stat § 322C.0111 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0111 — Operating Agreement; Effect On Limited Liability Company And Persons Becoming Members; Preformation Agreement.

322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT. Subdivision 1. Company's assent not required. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has itself manifested assent to the operating agreement. Subd. 2. Deemed assent by all members. A person that becomes a member of a limited liability company is deemed to assent to the operating agreement. Subd. 3. Preformation agreement. Two or more persons intending to become the initial members of a limited liability company may make an agreement providing that upon the formation of the company the agreement will become the operating agreement. One person intending to become the initial member of a limited liability company may assent to terms providing that upon the formation of the company the terms will become the operating agreement. History:   2014 c 157 art 1 s 11
MN Stat § 322C.0112 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0112 — Operating Agreement; Effect On Third Parties And Relationship To Records Effective On Behalf Of Limited Liability Company.

322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. Subdivision 1. Approval of third party. An operating agreement may specify that its amendment requires the approval of a person that is not a party to the operating agreement or the satisfaction of a condition. An amendment is ineffective if its adoption does not include the required approval or satisfy the specified condition. Subd. 2. Transferees and dissociated members. The obligations of a limited liability company and its members to a person in the person's capacity as a transferee or dissociated member are governed by the operating agreement. Subject only to any court order issued under section 322C.0503, subdivision 2, clause (2), to effectuate a charging order, an amendment to the operating agreement made after a person becomes a transferee or dissociated member is effective with regard to any debt, obligation, or other liability of the limited liability company or its members to the person in the person's capacity as a transferee or dissociated member. Subd. 3. Ineffective provisions. If a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter contains a provision that would be ineffective under section 322C.0110, subdivision 3, if contained in the operating agreement, the provision is likewise ineffective in the record. Subd. 4. Conflicting provisions. Subject to subdivision 3, if a record that has been delivered by a limited liability company to the secretary of state for filing and has become effective under this chapter conflicts with a provision of the operating agreement: (1) the operating agreement prevails as to members, dissociated members, transferees, managers, and governors; and (2) the record prevails as to other persons to the extent they reasonably rely on the record. History:   2014 c 157 art 1 s 12
MN Stat § 322C.0113 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0113 — Office And Agent For Service Of Process.

322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS. Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36. History:   2014 c 157 art 1 s 13
MN Stat § 322C.0114 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0114 — Change Of Registered Office Or Agent For Service Of Process.

322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. History:   2014 c 157 art 1 s 14
MN Stat § 322C.0115 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0115 — Resignation Of Agent For Service Of Process.

322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS. Every limited liability company registered agent may resign in the manner prescribed by section 5.36. History:   2014 c 157 art 1 s 15
MN Stat § 322C.0116 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0116 — Service Of Process On Limited Liability Company.

322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY. Subdivision 1. Agent. 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. Subd. 2. Secretary of state. 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. Subd. 3. Record of service. 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. Subd. 4. Other law not affected. This section does not affect the right to serve process, notice, or demand in any other manner provided by law. History:   2014 c 157 art 1 s 16
MN Stat § 322C.0117 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0117 — Legal Recognition Of Electronic Records And Signatures.

322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES. Subdivision 1. Definitions. (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. Subd. 2. Electronic records and signatures. 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. History:   2014 c 157 art 1 s 17
MN Stat § 322C.0201 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0201 — Formation Of Limited Liability Company; Articles Of Organization.

322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION. Subdivision 1. Organizers. 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. Subd. 2. Required contents of 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. Subd. 3. Optional contents of articles of organization. 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. Subd. 4. Formation. (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. History:  2014 c 157 art 1 s 18; 2015 c 39 s 30; 2016 c 135 art 4 s 16
MN Stat § 322C.0202 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0202 — Amendment Or Restatement Of Articles Of Organization.

322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION. Subdivision 1. Timing of amendment. Articles of organization may be amended or restated at any time. Subd. 2. Amendment procedure. 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. Subd. 3. Restatement. 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. Subd. 4. Date of effectuation. 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. Subd. 5. Inaccurate information. 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. History:   2014 c 157 art 1 s 19
MN Stat § 322C.0203 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322C — Minnesota Revised Uniform Limited Liability Company|Section 322C.0203 — Signing Of Records To Be Filed With Secretary Of State.

322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE. Subdivision 1. Signing requirements. 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. Subd. 2. Signing by agent. Any record filed under this chapter may be signed by an agent pursuant to section 5.15. History:  2014 c 157 art 1 s 20; 2015 c 39 s 31