reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1010 — Effect Of Conversion.

322C.1010 EFFECT OF CONVERSION.
Subdivision 1.
Same entity.
An organization that has been converted pursuant to sections 322C.1007 to 322C.1009 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 liability company for the purposes of sections 322C.0701 to 322C.0707.
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 liability company is liable if, before the conversion, the converting limited liability company 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 322C.0116, subdivisions 3 and 4.
History:
2014 c 157 art 1 s 79
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1011 — Domestication.

322C.1011 DOMESTICATION.
Subdivision 1.
Foreign limited liability company.
A foreign limited liability company may become a limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if:
(1) the foreign limited liability company'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 limited liability company complies with its governing statute in effecting the domestication.
Subd. 2.
Domestic limited liability company.
A limited liability company may become a foreign limited liability company pursuant to this section, sections 322C.1011 to 322C.1013, and a plan of domestication if:
(1) the foreign limited liability company'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 limited liability company 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 company before domestication and the jurisdiction of its governing statute;
(2) the name of the domesticated company 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 company into any combination of money, interests in the domesticated company, and other consideration; and
(4) the organizational documents of the domesticated company that are, or are proposed to be, in a record.
History:
2014 c 157 art 1 s 80; 2016 c 135 art 4 s 21,22
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1012 — Action On Plan Of Domestication By Domesticating Limited Liability Company.

322C.1012 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED LIABILITY COMPANY.
Subdivision 1.
Consent required.
A plan of domestication must be consented to:
(1) by all the members, subject to section 322C.1015, if the domesticating company is a limited liability company; and
(2) as provided in the domesticating company'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 322C.1013, a domesticating limited liability company 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:
2014 c 157 art 1 s 81
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1013 — Filings Required For Domestication; Effective Date.

322C.1013 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
Subdivision 1.
Articles of domestication.
After a plan of domestication is approved, a domesticating company shall file with the secretary of state articles of domestication, together with a total fee of $60, which articles of domestication must include:
(1) a statement, as the case may be, that the company has been domesticated from or into another jurisdiction;
(2) the name of the domesticating company and the jurisdiction of its governing statute;
(3) the name of the domesticated company 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 company was a limited liability company, a statement that the domestication was approved as required by this chapter;
(6) if the domesticating company was a foreign limited liability company, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) if the domesticated company was a foreign limited liability company 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 322C.1014, subdivision 2.
Subd. 2.
Effective date of domestication.
A domestication becomes effective:
(1) when the articles of organization takes effect, if the domesticated company is a limited liability company; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited liability company.
History:
2014 c 157 art 1 s 82
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1014 — Effect Of Domestication.

322C.1014 EFFECT OF DOMESTICATION.
Subdivision 1.
Effect on domesticating company.
When a domestication takes effect:
(1) the domesticated company is for all purposes the company that existed before the domestication;
(2) all property owned by the domesticating company remains vested in the domesticated company;
(3) all debts, obligations, or other liabilities of the domesticating company continue as debts, obligations, or other liabilities of the domesticated company;
(4) an action or proceeding pending by or against a domesticating company 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 company remain vested in the domesticated company;
(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 limited liability company for the purposes of sections 322C.0701 to 322C.0707.
Subd. 2.
Foreign company.
A domesticated company that is a foreign limited liability company consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating company if, before the domestication, the domesticating company was subject to suit in this state on the debt, obligation, or other liability. A domesticated company that is a foreign limited liability company 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 322C.0116, subdivisions 3 and 4.
Subd. 3.
Foreign jurisdiction.
If a limited liability company has adopted and approved a plan of domestication under section 322C.1011 providing for the company to be domesticated in a foreign jurisdiction, a statement surrendering the company's articles of organization must be filed with the secretary of state setting forth:
(1) the name of the company;
(2) a statement that the articles of organization is being surrendered in connection with the domestication of the company in a foreign jurisdiction;
(3) a statement that the domestication was approved as required by this chapter; and
(4) the jurisdiction of formation of the domesticated foreign limited liability company.
History:
2014 c 157 art 1 s 83
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1015 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

322C.1015 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
Subdivision 1.
Personal liability of member.
If a member of a constituent, converting, or domesticating limited liability company will have 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 company's operating agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the members; and
(2) the member has consented to the provision of the operating agreement.
Subd. 2.
Consent.
A member does not give the consent required by subdivision 1 merely by consenting to a provision of the operating agreement that permits the operating agreement to be amended with the consent of fewer than all the members.
History:
2014 c 157 art 1 s 84
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1016 — Merger Of Wholly Owned Subsidiaries.

322C.1016 MERGER OF WHOLLY OWNED SUBSIDIARIES.
Subdivision 1.
When authorized.
If the parent organization is a domestic limited liability company, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries under this section by a resolution approved in the manner required to decide a matter in the ordinary course of the activities of the parent organization that adopts and sets forth a plan of merger that meets the requirements of subdivision 2. If the parent organization is not a domestic limited liability company and if authorized by its governing statute, the parent organization may merge a wholly owned subsidiary into itself, or may merge two or more wholly owned subsidiaries into one of the wholly owned subsidiaries by the adoption of a plan of merger that meets the requirements of subdivision 2.
Subd. 2.
Plan of merger.
The plan of merger must contain:
(1) the name of each wholly owned subsidiary that is a constituent organization in the merger, the name of the parent organization, and the name of the surviving organization;
(2) the manner and basis of converting the ownership interests and securities of the wholly owned subsidiary or subsidiaries into ownership interests or securities of the surviving organization or, in whole or in part, into money or other property; and
(3) if the surviving organization is a wholly owned subsidiary, a statement of any amendments to the articles of organization of the surviving organization that will be part of the merger.
Subd. 3.
Articles of merger; contents of articles.
Articles of merger must be prepared that contain:
(1) the plan of merger;
(2) a statement that the parent organization owns directly all of the rights to distributions and all of the management rights of each wholly owned subsidiary that is a constituent organization in the merger; and
(3) a statement that the plan of merger has been approved by the parent organization in accordance with this section.
Subd. 4.
Articles signed, filed.
The articles of merger must be signed on behalf of the parent organization and filed with the secretary of state.
Subd. 5.
Certificate.
The secretary of state shall issue a certificate of merger to the parent organization or its legal representative or, if the parent organization is a constituent organization but is not the surviving organization in the merger, to the surviving organization or its legal representative.
Subd. 6.
Nonexclusivity.
A merger among a parent organization and one or more wholly owned subsidiaries or among two or more wholly owned subsidiaries of a parent organization may be accomplished under sections 322C.1002, 322C.1003, and 322C.1004, instead of this section, in which case this section does not apply.
History:
2018 c 103 s 32
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1201 — Uniformity Of Application And Construction.

322C.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.
In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it.
History:
2014 c 157 art 1 s 86
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1202 — Relation To Electronic Signatures In Global And National Commerce Act.

322C.1202 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
This chapter modifies, limits, and supersedes the federal Electronic Signatures in Global and National Commerce Act, United States Code, title 15, section 7001 et seq., but does not modify, limit, or supersede section 101(c) of that act, United States Code, title 15, section 7001(c), or authorize electronic delivery of any of the notices described in section 103(b) of that act, United States Code, title 15, section 7003(b).
History:
2014 c 157 art 1 s 87
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1203 — Savings Clause.

322C.1203 SAVINGS CLAUSE.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
History:
2014 c 157 art 1 s 88
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322C — Minnesota Revised Uniform Limited Liability Company › Section 322C.1205 — State Interested In Proceeding.

322C.1205 STATE INTERESTED IN PROCEEDING.
If it appears at any stage of a proceeding in a court in this state that the state is, or is likely to be, interested in the proceeding or that it is a matter of general public interest, the court shall order that a copy of the complaint or petition be served upon the attorney general in the same manner prescribed for serving a summons in a civil action. The attorney general shall intervene in a proceeding when the attorney general determines that the public interest requires it, whether or not the attorney general has been served.
History:
2014 c 157 art 1 s 90
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0102 — Knowledge And Notice.

323A.0102 KNOWLEDGE AND NOTICE.
(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts known to the person at the time in question.
(c) A person notifies or gives a notification to another by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is duly delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(e) Except as otherwise provided in subsection (f), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(f) A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
History:
1997 c 174 art 1 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.

323A.0103 EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.
(a) Except as otherwise provided in subsection (b), relations among the partners and between the partners and the partnership are governed by the partnership agreement. To the extent the partnership agreement does not otherwise provide, this chapter governs relations among the partners and between the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under section 323A.0105 except to eliminate the duty to provide copies of statements to all of the partners;
(2) unreasonably restrict the right of access to books and records under section 323A.0403(b);
(3) eliminate the duty of loyalty under section 323A.0404(b) or 323A.0603(b)(3), but:
(i) the partnership agreement may identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage specified in the partnership agreement may authorize or ratify, after full disclosure of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under section 323A.0404(c) or 323A.0603(b)(3);
(5) eliminate the obligation of good faith and fair dealing under section 323A.0404(d), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(6) vary the power to dissociate as a partner under section 323A.0602(a), except to require the notice under section 323A.0601(1), to be in writing;
(7) vary the right of a court to expel a partner in the events specified in section 323A.0601(5);
(8) vary the requirement to wind up the partnership business in cases specified in section 323A.0801(4), (5), or (6);
(9) vary the law applicable to a limited liability partnership under section 323A.0106(b); or
(10) restrict rights of third parties under this chapter.
History:
1997 c 174 art 1 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0104 — Supplemental Principles Of Law.

323A.0104 SUPPLEMENTAL PRINCIPLES OF LAW.
(a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter.
(b) If an obligation to pay interest arises under this chapter and the rate is not specified, the rate is that specified in section 549.09.
History:
1997 c 174 art 1 s 4; 1998 c 262 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0105 — Execution, Filing, And Recording Of Statements.

323A.0105 EXECUTION, FILING, AND RECORDING OF STATEMENTS.
(a) A statement may be filed in the office of the secretary of state. A certified copy of a statement that is filed in an office in another state may be filed in the office of the secretary of state. Either filing has the effect provided in this chapter with respect to partnership property located in or transactions that occur in this state.
(b) A certified copy of a statement that has been filed and has been recorded has the effect provided for recorded statements in this chapter. A recorded statement that is not a certified copy of a statement filed in the office of the secretary of state does not provide knowledge or notice and does not have the effect provided for recorded statements in this chapter.
(c) A statement filed by a partnership must be executed by at least two partners. Other statements must be executed by a partner or other person authorized by this chapter. An individual who executes a statement as, or on behalf of, a partner or other person named as a partner in a statement shall personally declare under penalty of perjury that the contents of the statement are accurate.
(d) A person authorized by this chapter to file a statement may amend or cancel the statement by filing an amendment or cancellation that names the partnership, identifies the statement, and states the substance of the amendment or cancellation.
(e) A person who files a statement pursuant to this section shall promptly send a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to send a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
(f) A statement will be filed as a supplement to any limited liability partnership registration on file, or if no registration has been filed, as a supplement to any assumed name filing for the partnership pursuant to sections 333.001 to 333.06. If there is neither a limited liability partnership registration nor an assumed name on file, the person filing the statement must also file one of the following:
(i) a limited liability partnership statement of qualification on behalf of the partnership; or
(ii) an assumed name filing on behalf of the partners pursuant to sections 333.001 to 333.06.
History:
1997 c 174 art 1 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0106 — Governing Law.

323A.0106 GOVERNING LAW.
(a) Except as otherwise provided in subsection (b), the law of the jurisdiction in which a partnership has its chief executive office governs relations among the partners and between the partners and the partnership.
(b) The law of this state governs relations among the partners and between the partners and the partnership and the liability of partners for an obligation of a limited liability partnership.
History:
1997 c 174 art 1 s 6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.

323A.0107 PARTNERSHIP SUBJECT TO AMENDMENT OR REPEAL OF CHAPTER.
A partnership governed by this chapter is subject to any amendment to or repeal of this chapter.
History:
1997 c 174 art 1 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0201 — Partnership As Entity.

323A.0201 PARTNERSHIP AS ENTITY.
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the same entity that existed before the filing of a statement of qualification under section 323A.1001.
History:
1997 c 174 art 2 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0202 — Formation Of Partnership.

323A.0202 FORMATION OF PARTNERSHIP.
(a) Except as otherwise provided in subsection (b), the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership.
(b) An association formed under a statute other than this chapter, a predecessor statute, or a comparable statute of another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(3) A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(v) of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral, or rights to income, proceeds, or increase in value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other property by installments or otherwise.
History:
1997 c 174 art 2 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0203 — Partnership Property.

323A.0203 PARTNERSHIP PROPERTY.
Property acquired by a partnership is property of the partnership and not of the partners individually.
History:
1997 c 174 art 2 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0204 — When Property Is Partnership Property.

323A.0204 WHEN PROPERTY IS PARTNERSHIP PROPERTY.
(a) Property is partnership property if acquired in the name of:
(1) the partnership; or
(2) one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(c) Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(d) Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets, is presumed to be separate property, even if used for partnership purposes.
History:
1997 c 174 art 2 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0301 — Partner Agent Of Partnership.

323A.0301 PARTNER AGENT OF PARTNERSHIP.
Subject to the effect of a statement of partnership authority under section 323A.0303:
(1) Each partner is an agent of the partnership for the purpose of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing knew or had received a notification that the partner lacked authority.
(2) An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
History:
1997 c 174 art 3 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0302 — Transfer Of Partnership Property.

323A.0302 TRANSFER OF PARTNERSHIP PROPERTY.
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership authority under section 323A.0303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held, without the necessity of an instrument of transfer executed by a partner in the partnership name.
(3) Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held, without the necessity of an instrument of transfer executed by a partner in the partnership name.
(b) A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 323A.0301 and:
(1) as to a subsequent transferee who gave value for property transferred under subsection (a)(1) and (2), proves that the subsequent transferee knew that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(2) as to a transferee who gave value for property transferred under subsection (a)(3), proves that the transferee knew that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(c) A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (b), from any earlier transferee of the property.
(d) If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
History:
1997 c 174 art 3 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0304 — Statement Of Denial.

323A.0304 STATEMENT OF DENIAL.
A partner or other person named as a partner in a filed statement of partnership authority or in a list maintained by an agent pursuant to section 323A.0303(b), may file a statement of denial stating the name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section 323A.0303(d) and (e).
History:
1997 c 174 art 3 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.

323A.0305 PARTNERSHIP LIABLE FOR PARTNER'S ACTIONABLE CONDUCT.
(a) A 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 partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(b) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
History:
1997 c 174 art 3 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0306 — Partner's Liability.

323A.0306 PARTNER'S LIABILITY.
(a) Except as otherwise provided in subsections (b) and (c), all partners are liable jointly and severally for all obligations of the partnership unless otherwise agreed by the claimant or provided by law.
(b) A person admitted as a partner into an existing partnership is not personally liable for any partnership obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the partnership is a limited liability partnership, whether arising in contract, tort, or otherwise, is solely the obligation of the partnership. A partner is not personally liable, directly or indirectly, by way of contribution or otherwise, for such an obligation solely by reason of being or so acting as a partner. This subsection applies notwithstanding anything inconsistent in the partnership agreement that existed immediately before the vote required to become a limited liability partnership under section 323A.1001(b).
(d) For the purposes of this section:
(1) All partnership debts and obligations under or relating to a note, contract, or other agreement are incurred when the note, contract, or other agreement is entered into.
(2) An amendment, modification, extension, or renewal of a note, contract, or other agreement does not affect the time at which a partnership debt or obligation under or relating to that note, contract, or other agreement is incurred, even as to a claim that relates to the subject matter of the amendment, modification, extension, or renewal.
This subsection does not affect any law, rule, or period pertaining to any statute of limitations or statute of repose.
History:
1997 c 174 art 3 s 17; 1998 c 262 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0307 — Actions By And Against Partnership And Partners.

323A.0307 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.
(a) A partnership may sue and be sued in the name of the partnership.
(b) An action may be brought against the partnership and, to the extent not inconsistent with section 323A.0306, any or all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from a partner's assets unless there is also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless the partner is personally liable for the claim under section 323A.0306; and
(1) a judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not exhaust partnership assets;
(4) a court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of 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 partner by law or contract independent of the existence of the partnership.
(e) This section applies to any partnership liability or obligation resulting from a representation by a partner or purported partner under section 323A.0308.
History:
1997 c 174 art 3 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0308 — Liability Of Purported Partner.

323A.0308 LIABILITY OF PURPORTED PARTNER.
(a) If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If partnership liability results, the purported partner is liable with respect to that liability as if the purported partner were a partner. If no partnership liability results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(b) If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(c) A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(d) A person does not continue to be liable as a partner merely because of a failure to file a statement of dissociation or to amend a statement of partnership authority to indicate the partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and (b), persons who are not partners as to each other are not liable as partners to other persons.
History:
1997 c 174 art 3 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0401 — Partner's Rights And Duties.

323A.0401 PARTNER'S RIGHTS AND DUTIES.
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(c) A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(e) A payment or advance made by a partner which gives rise to a partnership obligation under subsection (c) or (d) constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(f) Each partner has equal rights in the management and conduct of the partnership business.
(g) A partner may use or possess partnership property only on behalf of the partnership.
(h) A partner is not entitled to remuneration for services performed for the partnership, except for reasonable compensation for services rendered in winding up the business of the partnership.
(i) A person may become a partner only with the consent of all of the partners.
(j) A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a partnership to other persons under section 323A.0301.
History:
1997 c 174 art 4 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0402 — Distributions In Kind.

323A.0402 DISTRIBUTIONS IN KIND.
A partner has no right to receive, and may not be required to accept, a distribution in kind.
History:
1997 c 174 art 4 s 21
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0403 — Partner's Rights And Duties With Respect To Information.

323A.0403 PARTNER'S RIGHTS AND DUTIES WITH RESPECT TO INFORMATION.
(a) A partnership shall keep its books and records, if any, at its chief executive office.
(b) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(c) Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(1) without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this chapter; and
(2) on demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
History:
1997 c 174 art 4 s 22
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 323A — Uniform Partnership Act Of 1994 › Section 323A.0404 — General Standards Of Partner's Conduct.

323A.0404 GENERAL STANDARDS OF PARTNER'S CONDUCT.
(a) The only fiduciary duties a partner owes to the partnership and the other partners are the duty of loyalty and the duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the other partners is limited to the following:
(1) to account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct and winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership; and
(3) to refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership.
(c) A partner's duty of care to the partnership and the other partners in the conduct and winding up of the partnership business is limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(d) A 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.
(e) A partner does not violate a duty or obligation under this chapter or under the partnership agreement merely because the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner are the same as those of a person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
History:
1997 c 174 art 4 s 23