reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0703 — Rights Of Creditor Of Partner Or Transferee.

321.0703 RIGHTS OF CREDITOR OF PARTNER OR TRANSFEREE.
(a) On application to a court of competent jurisdiction by any judgment creditor of a partner or transferee, the court may charge the transferable interest of the judgment debtor with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of a transferee. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require to give effect to the charging order.
(b) A charging order constitutes a lien on the judgment debtor's transferable interest. The court may order a foreclosure upon the interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(c) At any time before foreclosure, an interest charged may be redeemed:
(1) by the judgment debtor;
(2) with property other than limited partnership property, by one or more of the other partners; or
(3) with limited partnership property, by the limited partnership with the consent of all partners whose interests are not so charged.
(d) This chapter does not deprive any partner or transferee of the benefit of any exemption laws applicable to the partner's or transferee's transferable interest.
(e) This section provides the exclusive remedy by which a judgment creditor of a partner or transferee may satisfy a judgment out of the judgment debtor's transferable interest.
History:
2004 c 199 art 7 s 61
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0704 — Power Of Estate Of Deceased Partner.

321.0704 POWER OF ESTATE OF DECEASED PARTNER.
If a partner dies, the deceased partner's personal representative or other legal representative may exercise the rights of a transferee as provided in section 321.0702 and, for the purposes of settling the estate, may exercise the rights of a current limited partner under section 321.0304.
History:
2004 c 199 art 7 s 62
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0801 — Nonjudicial Dissolution.

321.0801 NONJUDICIAL DISSOLUTION.
Except as otherwise provided in section 321.0802, a limited partnership is dissolved, and its activities must be wound up, only upon the occurrence of any of the following:
(1) the happening of an event specified in the partnership agreement;
(2) the consent of all general partners and of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective;
(3) after the dissociation of a person as a general partner:
(A) if the limited partnership has at least one remaining general partner, the consent to dissolve the limited partnership given within 90 days after the dissociation by partners owning a majority of the rights to receive distributions as partners at the time the consent is to be effective; or
(B) if the limited partnership does not have a remaining general partner, the passage of 90 days after the dissociation, unless before the end of the period:
(i) consent to continue the activities of the limited partnership and admit at least one general partner is given by limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective; and
(ii) at least one person is admitted as a general partner in accordance with the consent;
(4) the passage of 90 days after the dissociation of the limited partnership's last limited partner, unless before the end of the period the limited partnership admits at least one limited partner; or
(5) the signing and filing of a declaration of dissolution by the secretary of state under section 321.0809(c).
History:
2004 c 199 art 8 s 63
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0802 — Judicial Dissolution.

321.0802 JUDICIAL DISSOLUTION.
On application by a partner the district court may order dissolution of a limited partnership if it is not reasonably practicable to carry on the activities of the limited partnership in conformity with the partnership agreement.
History:
2004 c 199 art 8 s 64
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0803 — Winding Up.

321.0803 WINDING UP.
(a) A limited partnership continues after dissolution only for the purpose of winding up its activities.
(b) In winding up its activities, the limited partnership:
(1) may amend its certificate of limited partnership to state that the limited partnership is dissolved, preserve the limited partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, transfer the limited partnership's property, settle disputes by mediation or arbitration, file a statement of termination as provided in section 321.0203, and perform other necessary acts; and
(2) shall discharge the limited partnership's liabilities, settle and close the limited partnership's activities, and marshal and distribute the assets of the partnership.
(c) If a dissolved limited partnership does not have a general partner, a person to wind up the dissolved limited partnership's activities may be appointed by the consent of limited partners owning a majority of the rights to receive distributions as limited partners at the time the consent is to be effective. A person appointed under this subsection:
(1) has the powers of a general partner under section 321.0804; and
(2) shall promptly amend the certificate of limited partnership to state:
(A) that the limited partnership does not have a general partner;
(B) the name of the person that has been appointed to wind up the limited partnership; and
(C) the street and mailing address of the person.
(d) On the application of any partner, the district court may order judicial supervision of the winding up, including the appointment of a person to wind up the dissolved limited partnership's activities, if:
(1) a limited partnership does not have a general partner and within a reasonable time following the dissolution no person has been appointed pursuant to subsection (c); or
(2) the applicant establishes other good cause.
History:
2004 c 199 art 8 s 65
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0804 — Power Of General Partner And Person Dissociated As General Partner To Bind Partnership After Dissolution.

321.0804 POWER OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER DISSOLUTION.
(a) A limited partnership is bound by a general partner's act after dissolution which:
(1) is appropriate for winding up the limited partnership's activities; or
(2) would have bound the limited partnership under section 321.0402 before dissolution, if, at the time the other party enters into the transaction, the other party does not have notice of the dissolution.
(b) A person dissociated as a general partner binds a limited partnership through an act occurring after dissolution if:
(1) at the time the other party enters into the transaction:
(A) less than two years has passed since the dissociation; and
(B) the other party does not have notice of the dissociation and reasonably believes that the person is a general partner; and
(2) the act:
(A) is appropriate for winding up the limited partnership's activities; or
(B) would have bound the limited partnership under section 321.0402 before dissolution and at the time the other party enters into the transaction the other party does not have notice of the dissolution.
History:
2004 c 199 art 8 s 66
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0805 — Liability After Dissolution Of General Partner And Person Dissociated As General Partner To Limited Partnership, Other General Partners, And Persons Dissociated As General Partner.

321.0805 LIABILITY AFTER DISSOLUTION OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS GENERAL PARTNER.
(a) If a general partner having knowledge of the dissolution causes a limited partnership to incur an obligation under section 321.0804(a) by an act that is not appropriate for winding up the partnership's activities, the general partner is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if another general partner or a person dissociated as a general partner is liable for the obligation, to that other general partner or person for any damage caused to that other general partner or person arising from the liability.
(b) If a person dissociated as a general partner causes a limited partnership to incur an obligation under section 321.0804(b), the person is liable:
(1) to the limited partnership for any damage caused to the limited partnership arising from the obligation; and
(2) if a general partner or another person dissociated as a general partner is liable for the obligation, to the general partner or other person for any damage caused to the general partner or other person arising from the liability.
History:
2004 c 199 art 8 s 67
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0806 — Known Claims Against Dissolved Limited Partnership.

321.0806 KNOWN CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIP.
(a) A dissolved limited partnership may dispose of the known claims against it by following the procedure described in subsection (b).
(b) A dissolved limited partnership may notify its known claimants of the dissolution in a record. The notice must:
(1) specify the information required to be included in a claim;
(2) provide a mailing address to which the claim is to be sent;
(3) state the deadline for receipt of the claim, which may not be less than 120 days after the date the notice is received by the claimant;
(4) state that the claim will be barred if not received by the deadline; and
(5) unless the limited partnership has been at each moment during its existence either a limited liability limited partnership or a limited partnership that is a limited liability limited partnership under chapter 322A, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 321.0404.
(c) A claim against a dissolved limited partnership is barred if the requirements of subsection (b) are met and:
(1) the claim is not received by the specified deadline; or
(2) in the case of a claim that is timely received but rejected by the dissolved limited partnership, the claimant does not commence an action to enforce the claim against the limited partnership within 90 days after the receipt of the notice of the rejection.
(d) This section does not apply to a claim based on an event occurring after the effective date of dissolution or a liability that is contingent on that date.
History:
2004 c 199 art 8 s 68
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0807 — Other Claims Against Dissolved Limited Partnerships.

321.0807 OTHER CLAIMS AGAINST DISSOLVED LIMITED PARTNERSHIPS.
(a) A dissolved limited partnership may publish notice of its dissolution and request persons having claims against the limited partnership to present them in accordance with the notice.
(b) The notice must:
(1) be published at least once in a newspaper of general circulation in the county in which the dissolved limited partnership's principal office is located or, if it has none in this state, in the county in which the limited partnership's designated office is or was last located;
(2) describe the information required to be contained in a claim and provide a mailing address to which the claim is to be sent;
(3) state that a claim against the limited partnership is barred unless an action to enforce the claim is commenced within five years after publication of the notice; and
(4) unless the limited partnership has been at each moment during its existence either a limited liability limited partnership or a limited liability limited partnership under chapter 322A, state that the barring of a claim against the limited partnership will also bar any corresponding claim against any general partner or person dissociated as a general partner which is based on section 321.0404.
(c) If a dissolved limited partnership publishes a notice in accordance with subsection (b), the claim of each of the following claimants is barred unless the claimant commences an action to enforce the claim against the dissolved limited partnership within five years after the publication date of the notice:
(1) a claimant that did not receive notice in a record under section 321.0806;
(2) a claimant whose claim was timely sent to the dissolved limited partnership but not acted on; and
(3) a claimant whose claim is contingent or based on an event occurring after the effective date of dissolution.
(d) A claim not barred under this section may be enforced:
(1) against the dissolved limited partnership, to the extent of its undistributed assets;
(2) if the assets have been distributed in liquidation, against a partner or transferee to the extent of that person's proportionate share of the claim or the limited partnership's assets distributed to the partner or transferee in liquidation, whichever is less, but a person's total liability for all claims under this paragraph does not exceed the total amount of assets distributed to the person as part of the winding up of the dissolved limited partnership; or
(3) against any person liable on the claim under section 321.0404.
History:
2004 c 199 art 8 s 69
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0808 — Liability Of General Partner And Person Dissociated As General Partner When Claim Against Limited Partnership Barred.

321.0808 LIABILITY OF GENERAL PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED PARTNERSHIP BARRED.
If a claim against a dissolved limited partnership is barred under section 321.0806 or 321.0807, any corresponding claim under section 321.0404 is also barred.
History:
2004 c 199 art 8 s 70
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0809 — Administrative Dissolution.

321.0809 ADMINISTRATIVE DISSOLUTION.
(a) A limited partnership that has failed to deliver for filing a registration 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 be dissolved by the secretary of state as described in this section.
(b) The secretary of state must attempt to provide notice of dissolution to each 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 limited partnership has not appointed a new agent within 30 days after the secretary of state attempted to provide notice to the limited partnership, or if the limited partnership has not filed the delinquent registration, the secretary of state must issue a certificate of administrative dissolution 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 administratively dissolved limited partnerships.
(c) A limited partnership administratively dissolved continues its existence but may carry on only activities necessary to wind up its activities and liquidate its assets under sections 321.0803 and 321.0812 and to notify claimants under sections 321.0806 and 321.0807.
(d) The administrative dissolution of a limited partnership does not terminate the authority of its agent for service of process, if any.
History:
2004 c 199 art 8 s 71; 2009 c 98 s 17; 2010 c 250 art 2 s 20; 2011 c 106 s 18; 2013 c 110 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0810 — Reinstatement Following Administrative Dissolution Or Revocation.

321.0810 REINSTATEMENT FOLLOWING ADMINISTRATIVE DISSOLUTION OR REVOCATION.
(a) A limited partnership that has been administratively dissolved or a foreign limited partnership that has had its certificate of authority revoked may reinstate after the effective date of dissolution.
(1) To reinstate for failure to file the annual renewal, the annual renewal required by section 5.34 must be delivered to the secretary of state for filing with the reinstatement fee of $25.
(2) To reinstate for failure to appoint a registered agent after a prior registered agent has resigned pursuant to section 321.0116, subdivision 1, when the limited partnership has filed all previously required annual renewals, the limited partnership may appoint a new agent meeting the requirements of section 5.36 by filing with the secretary of state an appointment signed by one or more of the general partners at the time of the administrative dissolution.
(3) To reinstate for both a failure to file the annual renewal and appoint a new registered agent following the resignation of the registered agent, the limited partnership must comply with clauses (1) and (2).
(b) If the secretary of state determines that an annual renewal contains the information required by subsection (a) and that the information is correct and is accompanied by the appropriate fee, the secretary of state shall file the renewal and reinstate the limited partnership or foreign limited partnership.
(c) When reinstatement becomes effective, it relates back to and takes effect as of the effective date of the administrative dissolution or revocation and the limited partnership may resume its activities as if the administrative dissolution or revocation had never occurred, except that for the purposes of section 321.0103(c) and (d) the reinstatement is effective only as of the date the reinstatement is filed.
History:
2004 c 199 art 8 s 72; 2009 c 101 art 2 s 82; 2014 c 283 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0812 — Disposition Of Assets; When Contributions Required.

321.0812 DISPOSITION OF ASSETS; WHEN CONTRIBUTIONS REQUIRED.
(a) In winding up a limited partnership's activities, the assets of the limited partnership, including the contributions required by this section, must be applied to satisfy the limited partnership's obligations to creditors, including, to the extent permitted by law, partners that are creditors.
(b) Any surplus remaining after the limited partnership complies with subsection (a) must be paid in cash as a distribution.
(c) If a limited partnership's assets are insufficient to satisfy all of its obligations under subsection (a), with respect to each unsatisfied obligation incurred when the limited partnership was neither a limited liability limited partnership nor a limited partnership that is a limited liability limited partnership under chapter 322A, the following rules apply:
(1) Each person that was a general partner when the obligation was incurred and that has not been released from the obligation under section 321.0607 shall contribute to the limited partnership for the purpose of enabling the limited partnership to satisfy the obligation. The contribution due from each of those persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those persons when the obligation was incurred.
(2) If a person does not contribute the full amount required under paragraph (1) with respect to an unsatisfied obligation of the limited partnership, the other persons required to contribute by paragraph (1) on account of the obligation shall contribute the additional amount necessary to discharge the obligation. The additional contribution due from each of those other persons is in proportion to the right to receive distributions in the capacity of general partner in effect for each of those other persons when the obligation was incurred.
(3) If a person does not make the additional contribution required by paragraph (2), further additional contributions are determined and due in the same manner as provided in that paragraph.
(d) A person that makes an additional contribution under subsection (c)(2) or (3) may recover from any person whose failure to contribute under subsection (c)(1) or (2) necessitated the additional contribution. A person may not recover under this subsection more than the amount additionally contributed. A person's liability under this subsection may not exceed the amount the person failed to contribute.
(e) The estate of a deceased individual is liable for the person's obligations under this section.
(f) An assignee for the benefit of creditors of a limited partnership or a partner, or a person appointed by a court to represent creditors of a limited partnership or a partner, may enforce a person's obligation to contribute under subsection (c).
History:
2004 c 199 art 8 s 73
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0901 — Governing Law.

321.0901 GOVERNING LAW.
(a) The laws of the state or other jurisdiction under which a foreign limited partnership is organized govern relations among the partners of the foreign limited partnership and between the partners and the foreign limited partnership and the liability of partners as partners for an obligation of the foreign limited partnership.
(b) A foreign limited partnership may not be denied a certificate of authority by reason of any difference between the laws of the jurisdiction under which the foreign limited partnership is organized and the laws of this state.
(c) A certificate of authority does not authorize a foreign limited partnership to engage in any business or exercise any power that a limited partnership may not engage in or exercise in this state.
History:
2004 c 199 art 9 s 74
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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
2023 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