reglab/housing_qa huggingface dataset:
MN Stat § 321.0902 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0902 — Application For Certificate Of Authority.

321.0902 APPLICATION FOR CERTIFICATE OF AUTHORITY. A foreign limited partnership may apply for a certificate of authority to transact business in this state by delivering an application to the secretary of state for filing. The application must state: (1) the name of the foreign limited partnership and, if the foreign limited partnership chooses, an alternate name adopted pursuant to section 321.0905(a); (2) the name of the state or other jurisdiction under whose law the foreign limited partnership is organized; (3) the street and mailing address of the foreign limited partnership's principal office and, if the laws of the jurisdiction under which the foreign limited partnership is organized require the foreign limited partnership to maintain an office in that jurisdiction, the street and mailing address of the required office; (4) the name and street and mailing address of the foreign limited partnership's initial agent for service of process in this state; (5) the name and street and mailing address of each of the foreign limited partnership's general partners; (6) whether the foreign limited partnership is a foreign limited liability limited partnership; and (7) that the foreign limited partnership has complied with the organizational laws in the jurisdiction in which it is organized. History:  2004 c 199 art 9 s 75; 2009 c 98 s 18; 2010 c 250 art 2 s 21
MN Stat § 321.0903 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0903 — Activities Not Constituting Transacting Business.

321.0903 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign limited partnership which do not constitute transacting business in this state within the meaning of this article include: (1) maintaining, defending, and settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining accounts in financial institutions; (4) maintaining offices or agencies for the transfer, exchange, and registration of the foreign limited partnership's own securities or maintaining trustees or depositories with respect to those securities; (5) selling through independent contractors; (6) soliciting or obtaining orders, whether by mail or electronic means or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, mortgages, or security interests in real or personal property; (8) securing or collecting debts or enforcing mortgages or other security interests in property securing the debts, and holding, protecting, and maintaining property so acquired; (9) conducting an isolated transaction that is completed within 30 days and is not one in the course of similar transactions of a like manner; and (10) transacting business in interstate commerce. (b) For purposes of this article, the ownership in this state of income-producing real property or tangible personal property, other than property excluded under subsection (a), constitutes transacting business in this state. (c) This section does not apply in determining the contacts or activities that may subject a foreign limited partnership to service of process, taxation, or regulation under any other law of this state. History:   2004 c 199 art 9 s 76
MN Stat § 321.0904 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0904 — Filing Of Certificate Of Authority.

321.0904 FILING OF CERTIFICATE OF AUTHORITY. Unless the secretary of state determines that an application for a certificate of authority does not comply with the filing requirements of this chapter, the secretary of state, upon payment of all filing fees, shall file the application, prepare, sign and file a certificate of authority to transact business in this state, and send a copy of the filed certificate to the foreign limited partnership or its representative. History:   2004 c 199 art 9 s 77
MN Stat § 321.0905 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0905 — Alternate Name; Noncomplying Name Of Foreign Limited Partnership.

321.0905 ALTERNATE NAME; NONCOMPLYING NAME OF FOREIGN LIMITED PARTNERSHIP. (a) A foreign limited partnership may choose to adopt an alternate name even if its name complies with section 321.0108. A foreign limited partnership whose name does not comply with section 321.0108 may not obtain a certificate of authority until it adopts, for the purpose of transacting business in this state, an alternate name that complies with section 321.0108. A foreign limited partnership that adopts an alternate name under this subsection and then obtains a certificate of authority with the name need not comply with sections 333.01 to 333.06. After obtaining a certificate of authority with an alternate name, a foreign limited partnership shall transact business in this state under the name unless the foreign limited partnership is authorized under sections 333.01 to 333.06 to transact business in this state under another name. (b) If a foreign limited partnership authorized to transact business in this state changes its name to one that does not comply with section 321.0108, it may not thereafter transact business in this state until it complies with subsection (a) and obtains an amended certificate of authority. History:  2004 c 199 art 9 s 78; 2010 c 250 art 2 s 22
MN Stat § 321.0906 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0906 — Revocation Of Certificate Of Authority.

321.0906 REVOCATION OF CERTIFICATE OF AUTHORITY. (a) A foreign limited partnership that has failed to deliver for filing a renewal pursuant to the requirements of section 321.0210, or whose agent resigned pursuant to section 321.0116, subdivision 1, and the resignation has been effective for 30 days without a new agent being appointed by the limited partnership, must have its certificate of authority to transact business in Minnesota revoked as described in this section. (b) The secretary of state must attempt to provide notice of revocation to each foreign limited partnership, whose agent resigned pursuant to section 321.0116, subdivision 1, if the resignation of the agent has been effective for 30 days without a new agent being appointed by the limited partnership. If the foreign limited partnership has not appointed a new agent within 30 days after the secretary of state attempted to provide notice to the foreign limited partnership, or if the foreign limited partnership has not filed the delinquent registration, the secretary of state must issue a certificate of revocation and the certificate must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the foreign limited partnerships whose certificates have been revoked. History:  2004 c 199 art 9 s 79; 2009 c 98 s 19; 2010 c 250 art 2 s 23; 2011 c 106 s 19; 2013 c 110 s 5
MN Stat § 321.0907 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0907 — Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate.

321.0907 CANCELLATION OF CERTIFICATE OF AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE. (a) In order to cancel its certificate of authority to transact business in this state, a foreign limited partnership must deliver to the secretary of state for filing a notice of cancellation. The certificate is canceled when the notice becomes effective under section 321.0206. (b) A foreign limited partnership transacting business in this state may not maintain an action or proceeding in this state unless it has a certificate of authority to transact business in this state. (c) The failure of a foreign limited partnership to have a certificate of authority to transact business in this state does not impair the validity of a contract or act of the foreign limited partnership or prevent the foreign limited partnership from defending an action or proceeding in this state. (d) A partner of a foreign limited partnership is not liable for the obligations of the foreign limited partnership solely by reason of the foreign limited partnership's having transacted business in this state without a certificate of authority. (e) If a foreign limited partnership transacts business in this state without a certificate of authority or cancels its certificate of authority, it appoints the secretary of state as its agent for service of process for rights of action arising out of the transaction of business in this state. History:   2004 c 199 art 9 s 80
MN Stat § 321.0908 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0908 — Action By Attorney General.

321.0908 ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to restrain a foreign limited partnership from transacting business in this state in violation of this article. History:   2004 c 199 art 9 s 81
MN Stat § 321.0909 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0909 — Name Changes Filed In Home State.

321.0909 NAME CHANGES FILED IN HOME STATE. A foreign limited partnership shall notify the secretary of state of any changes to the partnership name filed with the state of formation by certifying to the secretary of state that the foreign limited partnership has changed the name and is listing the new name. History:  2007 c 148 art 2 s 58; 2009 c 98 s 20
MN Stat § 321.1001 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1001 — Direct Action By Partner.

321.1001 DIRECT ACTION BY PARTNER. (a) Subject to subsection (b), a partner may maintain a direct action against the limited partnership or another partner for legal or equitable relief, with or without an accounting as to the partnership's activities, to enforce the rights and otherwise protect the interests of the partner, including rights and interests under the partnership agreement of this chapter or arising independently of the partnership relationship. (b) A partner commencing a direct action under this section is required to plead and prove an actual or threatened injury that is not solely the result of an injury suffered or threatened to be suffered by the limited partnership. (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. History:   2004 c 199 art 10 s 82
MN Stat § 321.1002 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1002 — Derivative Action.

321.1002 DERIVATIVE ACTION. A partner may maintain a derivative action to enforce a right of a limited partnership if: (1) the partner first makes a demand on the general partners, requesting that they cause the limited partnership to bring an action to enforce the right, and the general partners do not bring the action within a reasonable time; or (2) a demand would be futile. History:   2004 c 199 art 10 s 83
MN Stat § 321.1003 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1003 — Proper Plaintiff.

321.1003 PROPER PLAINTIFF. A derivative action may be maintained only by a person that is a partner at the time the action is commenced and: (1) that was a partner when the conduct giving rise to the action occurred; or (2) whose status as a partner devolved upon the person by operation of law or pursuant to the terms of the partnership agreement from a person that was a partner at the time of the conduct. History:   2004 c 199 art 10 s 84
MN Stat § 321.1004 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1004 — Pleading.

321.1004 PLEADING. In a derivative action, the complaint must state with particularity: (1) the date and content of plaintiff's demand and the general partners' response to the demand; or (2) why demand should be excused as futile. History:   2004 c 199 art 10 s 85
MN Stat § 321.1005 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1005 — Proceeds And Expenses.

321.1005 PROCEEDS AND EXPENSES. (a) Except as otherwise provided in subsection (b): (1) any proceeds or other benefits of a derivative action, whether by judgment, compromise, or settlement, belong to the limited partnership and not to the derivative plaintiff; (2) if the derivative plaintiff receives any proceeds, the derivative plaintiff shall immediately remit them to the limited partnership. (b) If a derivative action is successful in whole or in part, the court may award the plaintiff reasonable expenses, including reasonable attorney's fees, from the recovery of the limited partnership. History:   2004 c 199 art 10 s 86
MN Stat § 321.1102 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1102 — Conversion.

321.1102 CONVERSION. Subdivision 1. Conversion requirements. Pursuant to this section, sections 321.1103 to 321.1105, and a plan of conversion, an organization other than a limited partnership, a foreign limited partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a limited partnership, and a limited partnership may convert to an organization other than a foreign limited partnership, or a corporation governed by chapter 304A, if: (1) the other organization's governing statute authorizes the conversion; (2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and (3) the other organization complies with its governing statute in effecting the conversion. Subd. 2. Contents of plan of conversion. A plan of conversion must be in a record and must include: (1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion; (2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion; (3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and (4) the organizational documents of the converted organization that are, or are proposed to be, in a record. History:  2004 c 199 art 11 s 88; 2018 c 103 s 19
MN Stat § 321.1103 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1103 — Action On Plan Of Conversion By Converting Limited Partnership.

321.1103 ACTION ON PLAN OF CONVERSION BY CONVERTING LIMITED PARTNERSHIP. Subdivision 1. Consent required. Subject to section 321.1110, a plan of conversion must be consented to by all the partners of a converting limited partnership. Subd. 2. Amendment of plan or abandonment of conversion. Subject to section 321.1110 and any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 321.1104, a converting limited partnership may amend the plan or abandon the conversion: (1) as provided in the plan; or (2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan. History:  2004 c 199 art 11 s 89; 2018 c 103 s 20
MN Stat § 321.1104 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1104 — Filings Required For Conversion; Effective Date.

321.1104 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting limited partnership, the converting limited partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 321.0204, and must include: (i) a statement that the limited partnership is converting into another organization; (ii) the name and form of the converted organization and the jurisdiction of its governing statute; (iii) the time the conversion is effective under the governing statute of the converted organization; (iv) a statement that the conversion was approved as required by this chapter; (v) a statement that the conversion was approved as required by the governing statute of the converted organization; and (vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 321.1105, subdivision 3; and (2) if the converting organization is not a converting partnership, the converting organization shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 321.0204, and must include: (i) the certificate of limited partnership for the limited partnership into which the converting organization is converting, which certificate of limited partnership must include the information required by section 321.0201; (ii) a statement that the converting organization is converting into a limited partnership from another organization; (iii) the name and form of the converting organization and the jurisdiction of its governing statute; and (iv) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute. Subd. 2. Effective date and time of conversion. A conversion becomes effective: (1) if the converted organization is a limited partnership, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and (2) if the converted organization is not a limited partnership, as provided by the governing statute of the converted organization. Subd. 3. Certificate. The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion. History:  2004 c 199 art 11 s 90; 2018 c 103 s 21
MN Stat § 321.1105 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1105 — Effect Of Conversion.

321.1105 EFFECT OF CONVERSION. Subdivision 1. Same entity. An organization that has been converted pursuant to sections 321.1102 to 321.1105 is for all purposes the same entity that existed before the conversion. Subd. 2. Effect on converting organization. When a conversion takes effect: (1) all property owned by the converting organization remains vested in the converted organization; (2) all debts, obligations, or other liabilities of the converting organization continue as debts, obligations, or other liabilities of the converted organization; (3) an action or proceeding pending by or against the converting organization may be continued as if the conversion had not occurred; (4) except as prohibited by law other than this chapter, all of the rights, privileges, immunities, powers, and purposes of the converting organization remain vested in the converted organization; (5) except as otherwise provided in the plan of conversion, the terms and conditions of the plan of conversion take effect; and (6) except as otherwise agreed, the conversion does not dissolve a converting limited partnership for the purposes of sections 321.0801 to 321.0812. Subd. 3. Foreign organization. A converted organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability for which the converting limited partnership is liable if, before the conversion, the converting limited partnership was subject to suit in this state on the debt, obligation, or other liability. A converted organization that is a foreign organization and not authorized to transact business in this state appoints the secretary of state as its agent for service of process for purposes of enforcing a debt, obligation, or other liability under this subdivision. Service on the secretary of state under this subdivision must be made in the same manner and has the same consequences as in section 321.0117. History:  2004 c 199 art 11 s 91; 2018 c 103 s 22
MN Stat § 321.1106 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1106 — Merger.

321.1106 MERGER. (a) A limited partnership may merge with one or more other constituent organizations pursuant to this section and sections 321.1107 through 321.1109 and a plan of merger, if: (1) the governing statute of each of the other organizations authorizes the merger; (2) the merger is not prohibited by the law of a jurisdiction that enacted any of those governing statutes; and (3) each of the other organizations complies with its governing statute in effecting the merger. (b) A plan of merger must be in a record and must include: (1) the name and form of each constituent organization; (2) the name and form of the surviving organization and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the interests in each constituent organization into any combination of money, interests in the surviving organization, and other consideration; (4) if the surviving organization is to be created by the merger, the surviving organization's organizational documents; and (5) if the surviving organization is not to be created by the merger, any amendments to be made by the merger to the surviving organization's organizational documents. History:   2004 c 199 art 11 s 92
MN Stat § 321.1107 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.1107 — Action On Plan Of Merger By Constituent Limited Partnership.

321.1107 ACTION ON PLAN OF MERGER BY CONSTITUENT LIMITED PARTNERSHIP. (a) Subject to section 321.1110, a plan of merger must be consented to by all the partners of a constituent limited partnership. (b) Subject to section 321.1110 and any contractual rights, after a merger is approved, and at any time before a filing is made under section 321.1108, a constituent limited partnership may amend the plan or abandon the planned merger: (1) as provided in the plan; and (2) except as prohibited by the plan, with the same consent as was required to approve the plan. History:   2004 c 199 art 11 s 93