reglab/housing_qa huggingface dataset:
MN Stat § 323A.0910 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0910 — Domestication.

323A.0910 DOMESTICATION. Subdivision 1. Foreign partnership. A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: (1) the foreign 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 partnership complies with its governing statute in effecting the domestication. Subd. 2. Domestic partnership. A partnership may become a foreign partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if: (1) the foreign 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 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 partnership before domestication and the jurisdiction of its governing statute; (2) the name of the domesticated partnership 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 partnership into any combination of money, interests in the domesticated partnership, and other consideration; and (4) the organizational documents of the domesticated partnership that are, or are proposed to be, in a record. History:   2018 c 103 s 36
MN Stat § 323A.0911 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.

323A.0911 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP. Subdivision 1. Consent required. A plan of domestication must be consented to: (1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and (2) as provided in the domesticating partnership's governing statute, if the company is a foreign limited liability company. 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 323A.0912, a domesticating 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 37
MN Stat § 323A.0912 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0912 — Filings Required For Domestication; Effective Date.

323A.0912 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE. Subdivision 1. Articles of domestication. After a plan of domestication is approved, a domesticating partnership 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 partnership has been domesticated from or into another jurisdiction; (2) the name of the domesticating partnership and the jurisdiction of its governing statute; (3) the name of the domesticated partnership and the jurisdiction of its governing statute; (4) the date the domestication is effective under the governing statute of the domesticated company; (5) if the domesticating partnership was a domestic partnership, a statement that the domestication was approved as required by this chapter; (6) if the domesticating company was a foreign partnership, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and (7) if the domesticated partnership was a foreign partnership, the street address of an office that the secretary of state may use for the purposes of section 5.25. Subd. 2. Effective date of domestication. A domestication becomes effective: (1) upon the filing of the articles of domestication, or a later date specified in the articles of domestication, if the domesticated partnership is a domestic partnership; and (2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign partnership. History:   2018 c 103 s 38
MN Stat § 323A.0913 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0913 — Effect Of Domestication.

323A.0913 EFFECT OF DOMESTICATION. Subdivision 1. Effect on domesticating partnership. When a domestication takes effect: (1) the domesticated partnership is for all purposes the partnership that existed before the domestication; (2) all property owned by the domesticating partnership remains vested in the domesticated partnership; (3) all debts, obligations, or other liabilities of the domesticating partnership continue as debts, obligations, or other liabilities of the domesticated partnership; (4) an action or proceeding pending by or against a domesticating partnership 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 partnership remain vested in the domesticated partnership; (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 partnership for the purposes of sections 323A.0801 to 323A.0807. Subd. 2. Foreign partnership. A domesticated partnership that is a foreign limited liability partnership consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating partnership if, before the domestication, the domesticating partnership was subject to suit in this state on the debt, obligation, or other liability. A domesticated partnership that is a foreign partnership 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 5.25. History:   2018 c 103 s 39
MN Stat § 323A.0914 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS. Subdivision 1. Personal liability of member. If a partner of a constituent, converting, or domesticating partnership has 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 member, unless: (1) the 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 partnership agreement. Subd. 2. Consent. A member 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 40
MN Stat § 323A.1001 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1001 — Statement Of Qualification.

323A.1001 STATEMENT OF QUALIFICATION. (a) A partnership may become a limited liability partnership pursuant to this section. (b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership agreement except, in the case of a partnership agreement that expressly considers obligations to contribute to the partnership, the vote necessary to amend those provisions. (c) After the approval required by subsection (b), a partnership may become a limited liability partnership by filing a statement of qualification. The statement must contain: (1) the name of the partnership; (2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office in this state, if any; (3) if the partnership does not have an office in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36; (4) a statement that the partnership elects to be a limited liability partnership; and (5) a deferred effective date, if any. (d) The agent of a limited liability partnership for service of process must be an individual who is a resident of this state or other person authorized to do business in this state. (e) The status of a partnership as a limited liability partnership is effective on the later of the filing of the statement or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003. (f) The status of a partnership as a limited liability partnership and the liability of its partners is not affected by errors or later changes in the information required to be contained in the statement of qualification under subsection (c). (g) The filing of a statement of qualification establishes that a partnership has satisfied all conditions precedent to the qualification of the partnership as a limited liability partnership. (h) An amendment or cancellation of a statement of qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (i) A statement of qualification may include the information necessary to make an election under section 319B.03, subdivision 2, and to update that information as provided in section 319B.03, subdivision 3. History:  1997 c 174 art 10 s 53; 1999 c 85 art 3 s 15; 2010 c 250 art 2 s 27
MN Stat § 323A.1002 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1002 — Name.

323A.1002 NAME. The name of a limited liability partnership must meet the standard found in section 302A.115, except that the name must include "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP" rather than the corporate designators found in section 302A.115, subdivision 1, paragraph (b). History:  1997 c 174 art 10 s 54; 1999 c 133 s 6
MN Stat § 323A.1003 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1003 — Annual Renewal.

323A.1003 ANNUAL RENEWAL. (a) Each calendar year beginning in the calendar year following the calendar year in which a partnership files a statement of qualification or in which a foreign partnership becomes authorized to transact business in this state, the secretary of state may send annually to the partnership or foreign partnership, using the information provided by the limited liability partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement of qualification, a notice. The notice will announce the need to file the annual renewal and will inform the partnership or foreign partnership that the annual renewal may be filed online and that paper filings may also be made and that failure to file the notice by December 31 will result in the revocation of the statement of qualification of this limited liability partnership. (b) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual renewal in the office of the secretary of state which contains the information required by section 5.34. (c) An annual renewal must be filed once each calendar year beginning in the year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state. (d) The secretary of state must revoke the statement of qualification of a partnership that fails to file an annual renewal when due or pay the required filing fee. The secretary of state must issue a certificate of revocation which 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 revoked limited liability companies. (e) A revocation under subsection (d) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership. (f) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement. A partnership must file an annual renewal to apply for reinstatement and pay a reinstatement fee of $160. (g) A reinstatement under subsection (f) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred. History:  1997 c 174 art 10 s 55; 2000 c 395 s 14; 2007 c 148 art 2 s 59; 2009 c 101 art 2 s 84
MN Stat § 323A.1004 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.

323A.1004 REVOCATION FOR FAILURE TO REPLACE A REQUIRED REGISTERED AGENT. If a limited liability partnership is required to list an agent for service of process in its statement of qualification pursuant to section 323A.1001(c)(3) or 323A.1102(a)(3) and that agent resigns pursuant to section 5.36, subdivision 4, and the limited liability partnership or foreign limited liability partnership fails to amend the statement of qualification or statement of foreign qualification to name a new agent for service of process by the time the resignation becomes effective, the secretary of state must attempt to provide notice to the limited liability partnership or foreign limited liability partnership that the statement of qualification or statement of foreign qualification will be revoked if it is not amended to name a new agent for service of process within 30 days after the attempts to provide the notice. If the statement of qualification or statement of foreign qualification is not amended to name a new agent for service of process within that time, the secretary of state must revoke the statement of qualification or statement of foreign qualification. History:   2011 c 106 s 23
MN Stat § 323A.1101 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.

323A.1101 LAW GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP. (a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnership. (b) A foreign limited liability partnership may not be denied a statement of foreign qualification by reason of any difference between the law under which the partnership was formed and the law of this state. (c) A statement of foreign qualification does not authorize a foreign limited liability partnership to engage in any business or exercise any power that a partnership may not engage in or exercise in this state as a limited liability partnership. History:   1997 c 174 art 11 s 56
MN Stat § 323A.1102 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1102 — Statement Of Foreign Qualification.

323A.1102 STATEMENT OF FOREIGN QUALIFICATION. (a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain: (1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." A foreign limited liability partnership may use an alternate name to transact business in the state if it lists the alternate name in the statement; (2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any; (3) if there is no office of the partnership in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36; (4) a deferred effective date, if any; and (5) the name of the jurisdiction under whose law the foreign limited liability partnership was originally registered. (b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state. (c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003. (d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation. (e) A statement of foreign qualification may include the information necessary to make an election under section 319B.04, subdivision 2, and to update that information as provided in section 319B.04, subdivision 3. History:  1997 c 174 art 11 s 57; 1999 c 85 art 3 s 16; 2002 c 311 art 4 s 3; 2008 c 203 s 13; 2010 c 250 art 2 s 28; 2011 c 106 s 24; 2013 c 110 s 7
MN Stat § 323A.1103 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1103 — Effect Of Failure To Qualify.

323A.1103 EFFECT OF FAILURE TO QUALIFY. (a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification. (b) The failure of a foreign limited liability partnership to have in effect a statement of foreign qualification does not impair the validity of a contract or act of the foreign limited liability partnership or preclude it from defending an action or proceeding in this state. (c) A limitation on personal liability of a partner is not waived solely by transacting business in this state without a statement of foreign qualification. (d) If a foreign limited liability partnership transacts business in this state without a statement of foreign qualification, the secretary of state is its agent for service of process with respect to a right of action arising out of the transaction of business in this state. History:   1997 c 174 art 11 s 58
MN Stat § 323A.1104 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1104 — Activities Not Constituting Transacting Business.

323A.1104 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS. (a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include: (1) maintaining, defending, or settling an action or proceeding; (2) holding meetings of its partners or carrying on any other activity concerning its internal affairs; (3) maintaining bank accounts; (4) maintaining offices or agencies for the transfer, exchange, and registration of the 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 through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts; (7) creating or acquiring indebtedness, with or without a mortgage, or other security interest in property; (8) collecting debts, including foreclosing mortgages, canceling contracts for deed, enforcing other security interests on property securing debts, accepting deeds or other instruments of title from debtors in lieu of foreclosure, cancellation or other enforcement, 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; 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 liability partnership to service of process, taxation, or regulation under any other law of this state. History:   1997 c 174 art 11 s 59
MN Stat § 323A.1105 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1105 — Action By Attorney General.

323A.1105 ACTION BY ATTORNEY GENERAL. The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of sections 323A.1101 to 323A.1105. History:   1997 c 174 art 11 s 60
MN Stat § 323A.1201 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 323A — Uniform Partnership Act Of 1994|Section 323A.1201 — Short Title.

323A.1201 SHORT TITLE. This chapter may be cited as the "Uniform Partnership Act (1994)." History:   1997 c 174 art 12 s 62