reglab/housing_qa huggingface dataset:
MN Stat § 321.0202 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0202 — Amendment Or Restatement Of Certificate.

321.0202 AMENDMENT OR RESTATEMENT OF CERTIFICATE. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11, articles of merger stating: (1) the name of the limited partnership; (2) the date of filing of its initial certificate; and (3) the changes the amendment makes to the certificate as most recently amended or restated. (b) A limited partnership shall promptly deliver to the secretary of state for filing an amendment to a certificate of limited partnership to reflect: (1) the admission of a new general partner; (2) the dissociation of a person as a general partner; or (3) the appointment of a person to wind up the limited partnership's activities under section 321.0803(c) or (d). (c) A general partner that knows that any information in a filed certificate of limited partnership was false when the certificate was filed or has become false due to changed circumstances shall promptly: (1) cause the certificate to be amended; or (2) if appropriate, deliver to the secretary of state for filing a statement of change pursuant to section 321.0115 or a statement of correction pursuant to section 321.0207. (d) A certificate of limited partnership may be amended at any time for any other proper purpose as determined by the limited partnership. (e) A restated certificate of limited partnership may be delivered to the secretary of state for filing in the same manner as an amendment. (f) Subject to section 321.0206(c), an amendment or restated certificate is effective when filed by the secretary of state. History:   2004 c 199 art 2 s 20
MN Stat § 321.0203 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0203 — Statement Of Termination.

321.0203 STATEMENT OF TERMINATION. A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: (1) the name of the limited partnership; (2) the date of filing of its initial certificate of limited partnership; and (3) any other information as determined by the general partners filing the statement or by a person appointed pursuant to section 321.0803(c) or (d). History:   2004 c 199 art 2 s 21
MN Stat § 321.0205 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0205 — Signing And Filing Pursuant To Judicial Order.

321.0205 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. (a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order: (1) the person to sign the record; (2) deliver the record to the secretary of state for filing; or (3) the secretary of state to file the record unsigned. (b) If the person aggrieved under subsection (a) is not the limited partnership or foreign limited partnership to which the record pertains, the aggrieved person shall make the limited partnership or foreign limited partnership a party to the action. A person aggrieved under subsection (a) may seek the remedies provided in subsection (a) in the same action in combination or in the alternative. (c) A record filed unsigned pursuant to this section is effective without being signed. History:   2004 c 199 art 2 s 23
MN Stat § 321.0207 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0207 — Correcting Filed Record.

321.0207 CORRECTING FILED RECORD. A limited partnership or foreign limited partnership may deliver to the secretary of state for filing articles of correction pursuant to section 5.16, except that for the purposes of section 321.0103(c) and (d) the articles are effective only as of the date they are filed. History:   2004 c 199 art 2 s 25
MN Stat § 321.0208 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0208 — Liability For False Information In Filed Record.

321.0208 LIABILITY FOR FALSE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damages for the loss from: (1) a person that signed the record, or caused another to sign it on the person's behalf, and knew the information to be false at the time the record was signed; and (2) a general partner that has notice that the information was false when the record was filed or has become false because of changed circumstances, if the general partner has notice for a reasonably sufficient time before the information is relied upon to enable the general partner to effect an amendment under section 321.0202, file a petition pursuant to section 321.0205, or deliver to the secretary of state for filing a statement of change pursuant to section 321.0115 or a statement of correction pursuant to section 321.0207. (b) A person signing a record pursuant to this chapter is subject to section 5.15. History:   2004 c 199 art 2 s 26
MN Stat § 321.0210 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0210 — Annual Renewal For Secretary Of State.

321.0210 ANNUAL RENEWAL FOR SECRETARY OF STATE. (a) Subject to subsection (b): (1) in each calendar year following the calendar year in which a limited partnership becomes subject to this chapter, the limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c); and (2) in each calendar year following the calendar year in which there is first on file with the secretary of state a certificate of authority under section 321.0904 pertaining to a foreign limited partnership, the foreign limited partnership must deliver to the secretary of state for filing an annual renewal containing the information required by subsection (c). (b) A limited partnership's obligation under subsection (a) ends if the limited partnership delivers to the secretary of state for filing a statement of termination under section 321.0203 and the statement becomes effective under section 321.0206. A foreign limited partnership's obligation under subsection (a) ends if the secretary of state issues and files a certificate of revocation under section 321.0906 or if the foreign limited partnership delivers to the secretary of state for filing a notice of cancellation under section 321.0907 (a) and that notice takes effect under section 321.0206. If a foreign limited partnership's obligations under subsection (a) end and later the secretary of state files, pursuant to section 321.0904, a new certificate of authority pertaining to that foreign limited partnership, subsection (a)(2), again applies to the foreign limited partnership and, for the purposes of subsection (a)(2), the calendar year of the new filing is treated as the calendar year in which a certificate of authority is first on file with the secretary of state. (c) The annual renewal must contain the items required by section 5.34. (d) The secretary of state shall: (1) administratively dissolve under section 321.0809 a limited partnership that has failed to file a renewal pursuant to subsection (a); and (2) revoke under section 321.0906 the certificate of authority of a foreign limited partnership that has failed to file a renewal pursuant to subsection (a). History:  2004 c 199 art 2 s 27; 2005 c 10 art 1 s 65; 2007 c 148 art 2 s 57; 2009 c 101 art 2 s 81
MN Stat § 321.0301 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0301 — Becoming Limited Partner.

321.0301 BECOMING LIMITED PARTNER. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under article 11; or (3) with the consent of all the partners. History:   2004 c 199 art 3 s 28
MN Stat § 321.0302 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0302 — No Right Or Power As Limited Partner To Bind Limited Partnership.

321.0302 NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History:   2004 c 199 art 3 s 29
MN Stat § 321.0303 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0303 — No Liability As Limited Partner For Limited Partnership Obligations.

321.0303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for an obligation of the limited partnership solely by reason of being a limited partner, even if the limited partner participates in the management and control of the limited partnership. History:   2004 c 199 art 3 s 30
MN Stat § 321.0305 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0305 — Limited Duties Of Limited Partners.

321.0305 LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other partners under this chapter or under the partnership agreement and exercise any rights consistently with the obligation of good faith and fair dealing. (c) A limited partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the limited partner's conduct furthers the limited partner's own interest. History:   2004 c 199 art 3 s 32
MN Stat § 321.0306 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0306 — Person Erroneously Believing Self To Be Limited Partner.

321.0306 PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER. (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterprise is not liable for the enterprise's obligations by reason of making the investment, receiving distributions from the enterprise, or exercising any rights of or appropriate to a limited partner, if, on ascertaining the mistake, the person: (1) causes an appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing; or (2) withdraws from future participation as an owner in the enterprise by signing and delivering to the secretary of state for filing a statement of withdrawal under this section. (b) A person that makes an investment described in subsection (a) is liable to the same extent as a general partner to any third party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the secretary of state files a statement of withdrawal, certificate of limited partnership, amendment, or statement of correction to show that the person is not a general partner. (c) If a person makes a diligent effort in good faith to comply with subsection (a)(1) and is unable to cause the appropriate certificate of limited partnership, amendment, or statement of correction to be signed and delivered to the secretary of state for filing, the person has the right to withdraw from the enterprise pursuant to subsection (a)(2) even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise. History:   2004 c 199 art 3 s 33
MN Stat § 321.0401 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0401 — Becoming General Partner.

321.0401 BECOMING GENERAL PARTNER. A person becomes a general partner: (1) as provided in the partnership agreement; (2) under section 321.0801(3)(B) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or merger under article 11; or (4) with the consent of all the partners. History:   2004 c 199 art 4 s 34
MN Stat § 321.0402 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0402 — General Partner Agent Of Limited Partnership.

321.0402 GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership, unless the general partner did not have authority to act for the limited partnership in the particular matter and the person with which the general partner was dealing knew, had received a notification, or had notice under section 321.0103(d) that the general partner lacked authority. (b) An act of a general partner which is not apparently for carrying on in the ordinary course the limited partnership's activities or activities of the kind carried on by the limited partnership binds the limited partnership only if the act was actually authorized by all the other partners. History:   2004 c 199 art 4 s 35
MN Stat § 321.0403 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0403 — Limited Partnership Liable For General Partner's Actionable Conduct.

321.0403 LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting in the ordinary course of activities of the limited partnership or with authority of the limited partnership. (b) If, in the course of the limited partnership's activities or while acting with authority of the limited partnership, a general partner receives or causes the limited partnership to receive money or property of a person not a partner, and the money or property is misapplied by a general partner, the limited partnership is liable for the loss. History:   2004 c 199 art 4 s 36
MN Stat § 321.0404 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0404 — General Partner's Liability.

321.0404 GENERAL PARTNER'S LIABILITY. (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that becomes a general partner of an existing limited partnership is not personally liable for an obligation of a limited partnership incurred before the person became a general partner. (c) An obligation of a limited partnership incurred while the limited partnership is a limited liability limited partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the limited partnership. A general partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or acting as a general partner. This subsection applies despite anything inconsistent in the partnership agreement that existed immediately before the consent required to become a limited liability limited partnership under section 321.0406(b)(2). History:   2004 c 199 art 4 s 37
MN Stat § 321.0405 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0405 — Actions By And Against Partnership And Partners.

321.0405 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with section 321.0404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by itself a judgment against a general partner. A judgment against a limited partnership may not be satisfied from a general partner's assets unless there is also a judgment against the general partner. (c) A judgment creditor of a general partner may not levy execution against the assets of the general partner to satisfy a judgment based on a claim against the limited partnership, unless the partner is personally liable for the claim under section 321.0404 and: (1) a judgment based on the same claim has been obtained against the limited partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part; (2) the limited partnership is a debtor in bankruptcy; (3) the general partner has agreed that the creditor need not exhaust limited partnership assets; (4) a court grants permission to the judgment creditor to levy execution against the assets of a general partner based on a finding that limited partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of limited partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or (5) liability is imposed on the general partner by law or contract independent of the existence of the limited partnership. History:   2004 c 199 art 4 s 38
MN Stat § 321.0406 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0406 — Management Rights Of General Partner.

321.0406 MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be exclusively decided by the general partner or, if there is more than one general partner, by a majority of the general partners. (b) The consent of each partner is necessary to: (1) amend the partnership agreement; (2) amend the certificate of limited partnership to add or, subject to section 321.1110, delete a statement that the limited partnership is a limited liability limited partnership; and (3) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the limited partnership's property, with or without the good will, other than in the usual and regular course of the limited partnership's activities. (c) A limited partnership shall reimburse a general partner for payments made and indemnify a general partner for liabilities incurred by the general partner in the ordinary course of the activities of the partnership or for the preservation of its activities or property. (d) A limited partnership shall reimburse a general partner for an advance to the limited partnership beyond the amount of capital the general partner agreed to contribute. (e) A payment or advance made by a general partner which gives rise to an obligation of the limited partnership under subsection (c) or (d) constitutes a loan to the limited partnership which accrues interest from the date of the payment or advance. (f) A general partner is not entitled to remuneration for services performed for the partnership. History:   2004 c 199 art 4 s 39
MN Stat § 321.0407 (2021)
2021 Minnesota Statutes|Chapters 300 - 323A — Business, Social, And Charitable Organizations|Chapter 321 — Uniform Limited Partnership Act 2001|Section 321.0407 — Right Of General Partner And Former General Partner To Information.

321.0407 RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMATION. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required information; and (2) at a reasonable location specified by the limited partnership, any other records maintained by the limited partnership regarding the limited partnership's activities and financial condition. (b) Each general partner and the limited partnership shall furnish to a general partner: (1) without demand, any information concerning the limited partnership's activities and financial condition reasonably required for the proper exercise of the general partner's rights and duties under the partnership agreement or this chapter; and (2) on demand, any other information concerning the limited partnership's activities, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances. (c) Subject to subsection (e), on ten days' demand made in a record received by the limited partnership, a person dissociated as a general partner may have access to the information and records described in subsection (a) at the location specified in subsection (a) if: (1) the information or record pertains to the period during which the person was a general partner; (2) the person seeks the information or record in good faith; and (3) the person satisfies the requirements imposed on a limited partner by section 321.0304(b). (d) The limited partnership shall respond to a demand made pursuant to subsection (c) in the same manner as provided in section 321.0304(c). (e) If a general partner dies, section 321.0704 applies. (f) The limited partnership may impose reasonable restrictions on the use of information under this section. In any dispute concerning the reasonableness of a restriction under this subsection, the limited partnership has the burden of proving reasonableness. (g) A limited partnership may charge a person dissociated as a general partner that makes a demand under this section reasonable costs of copying, limited to the costs of labor and material. (h) A general partner or person dissociated as a general partner may exercise the rights under this section through an attorney or other agent. Any restriction imposed under subsection (f) or by the partnership agreement applies both to the attorney or other agent and to the general partner or person dissociated as a general partner. (i) The rights under this section do not extend to a person as transferee, but the rights under subsection (c) of a person dissociated as a general may be exercised by the legal representative of an individual who dissociated as a general partner under section 321.0603(7)(B) or (C). History:   2004 c 199 art 4 s 40