reglab/housing_qa huggingface dataset:
MN Stat § 321.1108 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1108 — Filings Required For Merger; Effective Date.

321.1108 FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE. (a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of: (1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and (2) each other preexisting constituent organization, by an authorized representative. (b) The articles of merger must include: (1) the name and form of each constituent organization and the jurisdiction of its governing statute; (2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect; (3) the date the merger is effective under the governing statute of the surviving organization; (4) if the surviving organization is to be created by the merger: (A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or (B) if it will be an organization other than a limited partnership, the organizational document that creates the organization; (5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization; (6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute; (7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 321.1109(b); and (8) any additional information required by the governing statute of any constituent organization. (c) Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State. (d) A merger becomes effective under this article: (1) if the surviving organization is a limited partnership, upon the later of: (i) compliance with subsection (c); or (ii) subject to section 321.0206(c), as specified in the articles of merger; or (2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization. History:   2004 c 199 art 11 s 94
MN Stat § 321.1109 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1109 — Effect Of Merger.

321.1109 EFFECT OF MERGER. (a) When a merger becomes effective: (1) the surviving organization continues or comes into existence; (2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity; (3) all property owned by each constituent organization that ceases to exist vest in the surviving organization; (4) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization; (5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred; (6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization; (7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and (8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8; (9) if the surviving organization is created by the merger: (A) if it is a limited partnership, the certificate of limited partnership becomes effective; or (B) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and (10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective. (b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 321.0117(c) and (d). History:   2004 c 199 art 11 s 95
MN Stat § 321.1110 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1110 — Restrictions On Approval Of Conversions And Mergers And On Relinquishing Lllp Status.

321.1110 RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS. (a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless: (1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and (2) the partner has consented to the provision of the partnership agreement. (b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless: (1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and (2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement. (c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners. History:   2004 c 199 art 11 s 96
MN Stat § 321.1112 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1112 — Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger.

321.1112 POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER. (a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402; and (2) at the time the third party enters into the transaction, the third party: (A) does not have notice of the conversion or merger; and (B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if: (1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402 if the person had been a general partner; and (2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party: (A) does not have notice of the dissociation; (B) does not have notice of the conversion or merger; and (C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership. (c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable: (1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and (2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability. History:   2004 c 199 art 11 s 98
MN Stat § 321.1113 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1113 — Chapter Not Exclusive.

321.1113 CHAPTER NOT EXCLUSIVE. This chapter does not preclude an entity from being converted or merged under other law. History:   2004 c 199 art 11 s 99
MN Stat § 321.1114 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1114 — Conflict Relating To Merger Or Conversion.

321.1114 CONFLICT RELATING TO MERGER OR CONVERSION. If a partnership governed by chapter 323A participates in a merger or conversion under chapter 321, then in the event of any conflict between the provisions of chapter 323A and chapter 321 relating to the merger or conversion, the provisions of chapter 321 control. History:  2004 c 199 art 11 s 100; 2005 c 10 art 1 s 66
MN Stat § 321.1115 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1115 — Domestication.

321.1115 DOMESTICATION. Subdivision 1. Foreign limited partnership. A foreign limited partnership may become a partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if: (1) the foreign limited partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited partnership complies with its governing statute in effecting the domestication. Subd. 2. Domestic limited partnership. A limited partnership may become a foreign limited partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if: (1) the foreign limited partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise; (2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and (3) the foreign limited partnership complies with its governing statute in effecting the domestication. Subd. 3. Plan of domestication. A plan of domestication must be in a record and must include: (1) the name of the domesticating company before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated company after domestication and the jurisdiction of its governing statute; (3) the terms and conditions of the domestication, including the manner and basis for converting interests in the domesticating organization into any combination of money, interests in the domesticated organization, and other considerations; and (4) the organizational documents of the domesticated organization that are, or are proposed to be, in a record. History:   2018 c 103 s 23
MN Stat § 321.1116 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1116 — Action On Plan Of Domestication By Domesticating Limited Partnership.

321.1116 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED PARTNERSHIP. Subdivision 1. Consent required. A plan of domestication must be consented to: (1) by all the partners, subject to section 321.1119 if the domesticating organization is a limited partnership; and (2) as provided in the domesticating organization's governing statute, if the organization is a foreign limited partnership. Subd. 2. Amendment of plan or abandonment of domestication. Subject to any contractual rights, after a domestication is approved, and at any time before articles of domestication are filed with the secretary of state under section 321.1117, a domesticating limited partnership may amend the plan or abandon the domestication: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. History:  2018 c 103 s 24; 2019 c 50 art 1 s 103
MN Stat § 321.1117 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1117 — Filings Required For Domestication; Effective Date.

321.1117 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. Subdivision 1. Articles of domestication. After a plan of domestication is approved, a domesticating organization shall file with the secretary of state articles of domestication, which articles of domestication must include: (1) a statement, as the case may be, that the organization has been domesticated from or into another jurisdiction; (2) the name of the domesticating organization and the jurisdiction of its governing statute; (3) the name of the domesticated organization and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated organization; (5) if the domesticating organization was a limited partnership, a statement that the domestication was approved as required by this chapter; (6) if the domesticating organization was a foreign limited partnership, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated organization was a foreign limited partnership 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 321.1118, subdivision 2. Subd. 2. Effective date of domestication. A domestication becomes effective: (1) when the certificate of limited partnership takes effect, if the domesticated company is a limited partnership; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited partnership. History:   2018 c 103 s 25
MN Stat § 321.1118 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1118 — Effect Of Domestication.

321.1118 EFFECT OF DOMESTICATION. Subdivision 1. Effect on domesticating company. 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. Subd. 2. Foreign organization. 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. Subd. 3. Foreign jurisdiction. 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. History:   2018 c 103 s 26
MN Stat § 321.1119 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1119 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

321.1119 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. Subdivision 1. Personal liability of partner. 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. Subd. 2. Consent. 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. History:   2018 c 103 s 27
MN Stat § 321.1201 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1201 — Uniformity Of Application And Construction.

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. History:   2004 c 199 art 12 s 101
MN Stat § 321.1202 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1202 — Severability Clause.

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. History:   2004 c 199 art 12 s 102
MN Stat § 321.1203 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1203 — Relation To Electronic Signatures In Global And National Commerce Act.

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. History:   2004 c 199 art 12 s 103
MN Stat § 321.1207 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1207 — Savings Clause.

321.1207 SAVINGS CLAUSE. This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect. History:   2004 c 199 art 12 s 105
MN Stat § 321.1208 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1208 — Effect Of Designation.

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. History:   2004 c 199 art 12 s 106
MN Stat § 322.01 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 322 — 1919 Uniform Limited Partnership Act|Section 322.01 — Definition.

322.01 DEFINITION. A limited partnership is a partnership formed by two or more persons under the provisions of section 322.02, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership. History:  (7353) 1919 c 498 s 1