reglab/housing_qa huggingface dataset:
MN Stat § 323A.0704 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0704 — Statement Of Dissociation.

323A.0704 STATEMENT OF DISSOCIATION. (a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership. (b) A statement of dissociation is a limitation on the authority of a dissociated partner for the purposes of section 323A.0303(d) and (e). (c) For the purposes of sections 323A.0702(a)(3) and 323A.0703(b)(3), a person not a partner is deemed to have notice of the dissociation 90 days after the statement of dissociation is filed. History:   1997 c 174 art 7 s 36
MN Stat § 323A.0705 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0705 — Continued Use Of Partnership Name.

323A.0705 CONTINUED USE OF PARTNERSHIP NAME. Continued use of a partnership name, or a dissociated partner's name as part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business. History:   1997 c 174 art 7 s 37
MN Stat § 323A.0801 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.

323A.0801 EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS. A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events: (1) in a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section 323A.0601(2) to (10), of that partner's express will to withdraw as a partner, or on a later date specified by the partner; (2) in a partnership for a definite term or particular undertaking: (i) within 90 days after a partner's dissociation by death or otherwise under section 323A.0601(6) to (10) or wrongful dissociation under section 323A.0602(b), the express will of at least half of the remaining partners to dissolve the partnership business, for which purpose a partner's rightful dissociation pursuant to section 323A.0602(b)(2)(i) constitutes the expression of that partner's will to dissolve; (ii) the express will of all of the partners to wind up the partnership business; or (iii) the expiration of the term or the completion of the undertaking; (3) an event agreed to in the partnership agreement resulting in the winding up of the partnership business; (4) an event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within 90 days after notice to the partnership of the event is effective retroactively to the date of the event for purposes of this section; (5) on application by a partner, a judicial determination that: (i) the economic purpose of the partnership is likely to be unreasonably frustrated; (ii) another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner; or (iii) it is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or (6) on application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business: (i) after the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or (ii) at any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer. History:   1997 c 174 art 8 s 38
MN Stat § 323A.0802 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0802 — Partnership Continues After Dissolution.

323A.0802 PARTNERSHIP CONTINUES AFTER DISSOLUTION. (a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed. (b) At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event: (1) the partnership resumes carrying on its business as if dissolution had never occurred, and any liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and (2) the rights of a third party accruing under section 323A.0804(1), or arising out of conduct in reliance on the dissolution before the third party knew or received a notification of the waiver may not be adversely affected. History:   1997 c 174 art 8 s 39
MN Stat § 323A.0803 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0803 — Right To Wind Up Partnership Business.

323A.0803 RIGHT TO WIND UP PARTNERSHIP BUSINESS. (a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the court, for good cause shown, may order judicial supervision of the winding up. (b) The legal representative of the last surviving partner may wind up a partnership's business. (c) A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge the partnership's liabilities, distribute the assets of the partnership pursuant to section 323A.0807, settle disputes by mediation or arbitration, and perform other necessary acts. History:   1997 c 174 art 8 s 40
MN Stat § 323A.0804 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.

323A.0804 PARTNER'S POWER TO BIND PARTNERSHIP AFTER DISSOLUTION. Subject to section 323A.0805, a partnership is bound by a partner's act after dissolution that: (1) is appropriate for winding up the partnership business; or (2) would have bound the partnership under section 323A.0301 before dissolution, if the other party to the transaction did not have notice of the dissolution. History:   1997 c 174 art 8 s 41
MN Stat § 323A.0805 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0805 — Statement Of Dissolution.

323A.0805 STATEMENT OF DISSOLUTION. (a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business. (b) A filed statement of dissolution cancels a filed statement of partnership authority for the purposes of section 323A.0303(d)(1) and, if recorded, is a limitation on authority for the purposes of sections 323A.0303(d)(2) and 323A.0303(e). (c) For the purposes of sections 323A.0301 and 323A.0804, a person not a partner is deemed to have notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution 90 days after it is filed. (d) After filing and, if appropriate, recording a statement of dissolution, a dissolved partnership may file and, if appropriate, record a statement of partnership authority which will operate with respect to a person not a partner as provided in section 323A.0303(d) and (e) in any transaction, whether or not the transaction is appropriate for winding up the partnership business. History:   1997 c 174 art 8 s 42
MN Stat § 323A.0806 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.

323A.0806 PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION. (a) Except as otherwise provided in subsection (b) and section 323A.0306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 323A.0804. (b) A partner who, with knowledge of the dissolution, incurs a partnership liability under section 323A.0804(2) by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the liability. History:   1997 c 174 art 8 s 43
MN Stat § 323A.0807 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.

323A.0807 SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS. (a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus must be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (b). (b) Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, profits and losses that result from the liquidation of the partnership assets must be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account but excluding from the calculation charges attributable to an obligation for which the partner is not personally liable under section 323A.0306. (c) If a partner fails to contribute the full amount required under subsection (b), all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to satisfy the partnership obligations for which they are personally liable under section 323A.0306. A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations for which the partner is personally liable under section 323A.0306. (d) After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to satisfy partnership obligations that were not known at the time of the settlement and for which the partner is personally liable under section 323A.0306. (e) The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership. (f) An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership. History:   1997 c 174 art 8 s 44
MN Stat § 323A.0901 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0901 — Definitions.

323A.0901 DEFINITIONS. In sections 323A.0901 to 323A.0914: (1) "General partner" means a partner in a partnership and a general partner in a limited partnership. (2) "Limited partner" means a limited partner in a limited partnership. (3) "Limited partnership" means a limited partnership created under chapter 321, predecessor law, or comparable law of another jurisdiction. (4) "Partner" includes both a general partner and a limited partner. History:  1997 c 174 art 9 s 45; 2007 c 13 art 3 s 20
MN Stat § 323A.0902 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0902 — Conversions.

323A.0902 CONVERSIONS. Subdivision 1. Conversion requirements. Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a partnership, and a partnership may convert to an organization other than a foreign 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. Subd. 3. Member consent required. A plan of conversion must be consented to by all the partners of a converting partnership or by a number or percentage specified for conversion in the partnership agreement. Subd. 4. Amendment of plan or abandonment of conversion. Subject to 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 323A.0903, a converting 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:  1997 c 174 art 9 s 46; 2007 c 13 art 3 s 21; 2018 c 103 s 33
MN Stat § 323A.0903 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.

323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME. Subdivision 1. Articles of conversion. After a plan of conversion is approved: (1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include: (i) a statement that the 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 323A.0904, 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 323A.0105, and must include: (i) a statement that the converting organization is converting into a partnership from another organization; (ii) the name and form of the converting organization and the jurisdiction of its governing statute; and (iii) 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 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 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:  1997 c 174 art 9 s 47; 2014 c 283 s 3; 2018 c 103 s 34
MN Stat § 323A.0904 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0904 — Effect Of Conversion.

323A.0904 EFFECT OF CONVERSION. Subdivision 1. Same entity. An organization that has been converted pursuant to this section and sections 323A.0902 and 323A.0903 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 partnership for the purposes of sections 323A.0801 to 323A.0807. 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 partnership is liable if, before the conversion, the converting 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 5.26. History:  1997 c 174 art 9 s 48; 2018 c 103 s 35
MN Stat § 323A.0905 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0905 — Merger Of Partnerships.

323A.0905 MERGER OF PARTNERSHIPS. (a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships. (b) The plan of merger must set forth: (1) the name of each partnership or limited partnership that is a party to the merger; (2) the name of the surviving entity into which the other partnerships or limited partnerships will merge; (3) whether the surviving entity is a partnership or a limited partnership and the status of each partner; (4) the terms and conditions of the merger; (5) the manner and basis of converting the interests of each party to the merger into interests or obligations of the surviving entity, or into money or other property in whole or part; and (6) the street address, including the zip code, of the surviving entity's chief executive office. (c) The plan of merger must be approved: (1) in the case of a partnership that is a party to the merger, by all of the partners, or a number or percentage specified for merger in the partnership agreement; and (2) in the case of a limited partnership that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the limited partnership is organized and, in the absence of such a specifically applicable law, by all the partners, notwithstanding a provision to the contrary in the partnership agreement. (d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan. (e) The merger takes effect on the later of: (1) the approval of the plan of merger by all parties to the merger, as provided in subsection (c); (2) the filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or (3) any effective date specified in the plan of merger. History:   1997 c 174 art 9 s 49
MN Stat § 323A.0907 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0907 — Statement Of Merger.

323A.0907 STATEMENT OF MERGER. (a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity. (b) A statement of merger must contain: (1) the name of each partnership or limited partnership that is a party to the merger; (2) the name of the surviving entity into which the other partnerships or limited partnerships were merged; (3) the street address, including the zip code, of the surviving entity's chief executive office and of an office in this state, if any; and (4) whether the surviving entity is a partnership or a limited partnership. (c) Except as otherwise provided in subsection (d), for the purposes of section 323A.0302, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger. (d) For the purposes of section 323A.0302, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger. (e) A filed statement of merger, executed and declared to be accurate pursuant to section 323A.0105(c), stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection (b), operates with respect to the partnerships or limited partnerships named to the extent provided in subsections (c) and (d). History:   1997 c 174 art 9 s 51