reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1108 — Filings Required For Merger; Effective Date.

321.1108 FILINGS REQUIRED FOR MERGER; EFFECTIVE DATE.
(a) After each constituent organization has approved a merger, articles of merger must be signed on behalf of:
(1) each preexisting constituent limited partnership, by each general partner listed in the certificate of limited partnership; and
(2) each other preexisting constituent organization, by an authorized representative.
(b) The articles of merger must include:
(1) the name and form of each constituent organization and the jurisdiction of its governing statute;
(2) the name and form of the surviving organization, the jurisdiction of its governing statute, and, if the surviving organization is created by the merger, a statement to that effect;
(3) the date the merger is effective under the governing statute of the surviving organization;
(4) if the surviving organization is to be created by the merger:
(A) if it will be a limited partnership, the limited partnership's certificate of limited partnership; or
(B) if it will be an organization other than a limited partnership, the organizational document that creates the organization;
(5) if the surviving organization preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the organization;
(6) a statement as to each constituent organization that the merger was approved as required by the organization's governing statute;
(7) if the surviving organization is a foreign organization not authorized to transact business in this state, the street and mailing address of an office which the secretary of state may use for the purposes of section 321.1109(b); and
(8) any additional information required by the governing statute of any constituent organization.
(c) Each constituent limited partnership shall deliver the articles of merger for filing in the Office of the Secretary of State.
(d) A merger becomes effective under this article:
(1) if the surviving organization is a limited partnership, upon the later of:
(i) compliance with subsection (c); or
(ii) subject to section 321.0206(c), as specified in the articles of merger; or
(2) if the surviving organization is not a limited partnership, as provided by the governing statute of the surviving organization.
History:
2004 c 199 art 11 s 94
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1109 — Effect Of Merger.

321.1109 EFFECT OF MERGER.
(a) When a merger becomes effective:
(1) the surviving organization continues or comes into existence;
(2) each constituent organization that merges into the surviving organization ceases to exist as a separate entity;
(3) all property owned by each constituent organization that ceases to exist vest in the surviving organization;
(4) all debts, liabilities, and other obligations of each constituent organization that ceases to exist continue as obligations of the surviving organization;
(5) an action or proceeding pending by or against any constituent organization that ceases to exist may be continued as if the merger had not occurred;
(6) except as prohibited by other law, all of the rights, privileges, immunities, powers, and purposes of each constituent organization that ceases to exist vest in the surviving organization;
(7) except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; and
(8) except as otherwise agreed, if a constituent limited partnership ceases to exist, the merger does not dissolve the limited partnership for the purposes of article 8;
(9) if the surviving organization is created by the merger:
(A) if it is a limited partnership, the certificate of limited partnership becomes effective; or
(B) if it is an organization other than a limited partnership, the organizational document that creates the organization becomes effective; and
(10) if the surviving organization preexists the merger, any amendments provided for in the articles of merger for the organizational document that created the organization become effective.
(b) A surviving organization that is a foreign organization consents to the jurisdiction of the courts of this state to enforce any obligation owed by a constituent organization, if before the merger the constituent organization was subject to suit in this state on the obligation. A surviving 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 the purposes of enforcing an obligation under this subsection. Service on the secretary of state under this subsection is made in the same manner and with the same consequences as in section 321.0117(c) and (d).
History:
2004 c 199 art 11 s 95
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1110 — Restrictions On Approval Of Conversions And Mergers And On Relinquishing Lllp Status.

321.1110 RESTRICTIONS ON APPROVAL OF CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.
(a) If a partner of a converting or constituent limited partnership will have personal liability with respect to a converted or surviving organization, approval and amendment of a plan of conversion or merger are ineffective without the consent of the partner, unless:
(1) the limited partnership's partnership agreement provides for the approval of the conversion or merger with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the partnership agreement.
(b) An amendment to a certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership is ineffective without the consent of each general partner unless:
(1) the limited partnership's partnership agreement provides for the amendment with the consent of less than all the general partners; and
(2) each general partner that does not consent to the amendment has consented to the provision of the partnership agreement.
(c) A partner does not give the consent required by subsection (a) or (b) merely by consenting to a provision of the partnership agreement which permits the partnership agreement to be amended with the consent of fewer than all the partners.
History:
2004 c 199 art 11 s 96
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1112 — Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger.

321.1112 POWER OF GENERAL PARTNERS AND PERSONS DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER CONVERSION OR MERGER.
(a) An act of a person that immediately before a conversion or merger became effective was a general partner in a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402; and
(2) at the time the third party enters into the transaction, the third party:
(A) does not have notice of the conversion or merger; and
(B) reasonably believes that the converted or surviving business is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(b) An act of a person that before a conversion or merger became effective was dissociated as a general partner from a converting or constituent limited partnership binds the converted or surviving organization after the conversion or merger becomes effective, if:
(1) before the conversion or merger became effective, the act would have bound the converting or constituent limited partnership under section 321.0402 if the person had been a general partner; and
(2) at the time the third party enters into the transaction, less than two years have passed since the person dissociated as a general partner and the third party:
(A) does not have notice of the dissociation;
(B) does not have notice of the conversion or merger; and
(C) reasonably believes that the converted or surviving organization is the converting or constituent limited partnership and that the person is a general partner in the converting or constituent limited partnership.
(c) If a person having knowledge of the conversion or merger causes a converted or surviving organization to incur an obligation under subsection (a) or (b), the person is liable:
(1) to the converted or surviving organization for any damage caused to the organization arising from the obligation; and
(2) if another person is liable for the obligation, to that other person for any damage caused to that other person arising from the liability.
History:
2004 c 199 art 11 s 98
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1113 — Chapter Not Exclusive.

321.1113 CHAPTER NOT EXCLUSIVE.
This chapter does not preclude an entity from being converted or merged under other law.
History:
2004 c 199 art 11 s 99
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1114 — Conflict Relating To Merger Or Conversion.

321.1114 CONFLICT RELATING TO MERGER OR CONVERSION.
If a partnership governed by chapter 323A participates in a merger or conversion under chapter 321, then in the event of any conflict between the provisions of chapter 323A and chapter 321 relating to the merger or conversion, the provisions of chapter 321 control.
History:
2004 c 199 art 11 s 100; 2005 c 10 art 1 s 66
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1115 — Domestication.

321.1115 DOMESTICATION.
Subdivision 1.
Foreign limited partnership.
A foreign limited partnership may become a partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if:
(1) the foreign limited partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited partnership complies with its governing statute in effecting the domestication.
Subd. 2.
Domestic limited partnership.
A limited partnership may become a foreign limited partnership pursuant to this section, sections 321.1116 to 321.1118, and a plan of domestication if:
(1) the foreign limited partnership's governing statute authorizes the domestication, whether described by the laws of the foreign jurisdiction as a domestication, a conversion, or otherwise;
(2) the domestication is not prohibited by the law of the jurisdiction that enacted the governing statute; and
(3) the foreign limited partnership complies with its governing statute in effecting the domestication.
Subd. 3.
Plan of domestication.
A plan of domestication must be in a record and must include:
(1) the name of the domesticating 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 organization into any combination of money, interests in the domesticated organization, and other considerations; and
(4) the organizational documents of the domesticated organization that are, or are proposed to be, in a record.
History:
2018 c 103 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1116 — Action On Plan Of Domestication By Domesticating Limited Partnership.

321.1116 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING LIMITED PARTNERSHIP.
Subdivision 1.
Consent required.
A plan of domestication must be consented to:
(1) by all the partners, subject to section 321.1119 if the domesticating organization is a limited partnership; and
(2) as provided in the domesticating organization's governing statute, if the organization is a foreign limited partnership.
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 321.1117, a domesticating limited partnership may amend the plan or abandon the domestication:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
History:
2018 c 103 s 24; 2019 c 50 art 1 s 103
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1117 — Filings Required For Domestication; Effective Date.

321.1117 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.
Subdivision 1.
Articles of domestication.
After a plan of domestication is approved, a domesticating organization shall file with the secretary of state articles of domestication, which articles of domestication must include:
(1) a statement, as the case may be, that the organization has been domesticated from or into another jurisdiction;
(2) the name of the domesticating organization and the jurisdiction of its governing statute;
(3) the name of the domesticated organization and the jurisdiction of its governing statute;
(4) the date the domestication is effective under the governing statute of the domesticated organization;
(5) if the domesticating organization was a limited partnership, a statement that the domestication was approved as required by this chapter;
(6) if the domesticating organization was a foreign limited partnership, a statement that the domestication was approved as required by the governing statute of the other jurisdiction; and
(7) if the domesticated organization was a foreign limited partnership 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 321.1118, subdivision 2.
Subd. 2.
Effective date of domestication.
A domestication becomes effective:
(1) when the certificate of limited partnership takes effect, if the domesticated company is a limited partnership; and
(2) according to the governing statute of the domesticated company, if the domesticated organization is a foreign limited partnership.
History:
2018 c 103 s 25
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1118 — Effect Of Domestication.

321.1118 EFFECT OF DOMESTICATION.
Subdivision 1.
Effect on domesticating company.
When a domestication takes effect:
(1) the domesticated limited partnership is for all purposes the limited partnership that existed before the domestication;
(2) all property owned by the domesticating organization remains vested in the domesticated organization;
(3) all debts, obligations, or other liabilities of the domesticating organization continue as debts, obligations, or other liabilities of the domesticated organization;
(4) an action or proceeding pending by or against a domesticating organization 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 organization remain vested in the domesticated organization;
(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 partnership for the purposes of sections 321.0801 to 321.0812.
Subd. 2.
Foreign organization.
A domesticated organization that is a foreign limited partnership consents to the jurisdiction of the courts of this state to enforce any debt, obligation, or other liability owed by the domesticating organization if, before the domestication, the domesticating organization was subject to suit in this state on the debt, obligation, or other liability. A domesticated organization that is a foreign limited partnership 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.
Subd. 3.
Foreign jurisdiction.
If a limited partnership has adopted and approved a plan of domestication under section 321.1115 providing for the organization to be domesticated in a foreign jurisdiction, a statement surrendering the limited partnership's certificate of limited partnership must be filed with the secretary of state setting forth:
(1) the name of the limited partnership;
(2) a statement that the certificate of limited partnership is being surrendered in connection with the domestication of the limited partnership 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 partnership.
History:
2018 c 103 s 26
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1119 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.

321.1119 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.
Subdivision 1.
Personal liability of partner.
If a partner of a constituent, converting, or domesticating limited partnership 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 partner, unless:
(1) the organization's certificate of limited partnership or partnership agreement provides for approval of a merger, exchange, conversion, or domestication with the consent of fewer than all the partners; and
(2) the partner has consented to the provision of the certificate of limited partnership or the partnership agreement.
Subd. 2.
Consent.
A partner does not give the consent required by subdivision 1 merely by consenting to a provision of the partnership agreement that permits the partnership agreement to be amended with the consent of fewer than all the partners.
History:
2018 c 103 s 27
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1201 — Uniformity Of Application And Construction.

321.1201 UNIFORMITY OF APPLICATION AND CONSTRUCTION.
In applying and construing this chapter, 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:
2004 c 199 art 12 s 101
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1202 — Severability Clause.

321.1202 SEVERABILITY CLAUSE.
If any provision of this chapter or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this chapter which can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
History:
2004 c 199 art 12 s 102
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1203 — Relation To Electronic Signatures In Global And National Commerce Act.

321.1203 RELATION TO ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT.
This chapter modifies, limits, or supersedes the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. Section 7001 et seq., but this chapter does not modify, limit, or supersede Section 101(c) of that Act or authorize electronic delivery of any of the notices described in Section 103(b) of that Act.
History:
2004 c 199 art 12 s 103
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1207 — Savings Clause.

321.1207 SAVINGS CLAUSE.
This chapter does not affect an action commenced, proceeding brought, or right accrued before this chapter takes effect.
History:
2004 c 199 art 12 s 105
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.1208 — Effect Of Designation.

321.1208 EFFECT OF DESIGNATION.
Except as otherwise provided in this chapter, a limited partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes:
(1) during the winding up of the limited partnership following its dissolution;
(2) whether the certificate of limited partnership of a limited partnership is amended to add or delete a statement that the limited partnership is a limited liability limited partnership pursuant to section 321.0406(b)(2); and
(3) regardless of whether the words "limited partnership," "limited liability limited partnership," or the designation "LP," "L.P.," "LLLP," or "L.L.L.P." are used in an instrument conveying an interest in real or personal property to or from the limited partnership or in any other writing.
History:
2004 c 199 art 12 s 106
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.01 — Definition.

322.01 DEFINITION.
A limited partnership is a partnership formed by two or more persons under the provisions of section 322.02, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
History:
(7353) 1919 c 498 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.02 — Formation.

322.02 FORMATION.
Two or more persons desiring to form a limited partnership shall:
(1) Sign and acknowledge or swear to a certificate, which shall state:
(a) the name of the partnership;
(b) the character of the business;
(c) the location of the principal place of business;
(d) the name and place of residence of each member; general and limited partners being, respectively designated;
(e) the term for which the partnership is to exist;
(f) the amount of cash and a description of and the agreed value of the other property contributed by each limited partner;
(g) the additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;
(h) the time, if agreed upon, when the contribution of each limited partner is to be returned;
(i) the share of the profits or the other compensation by way of income which each limited partner shall receive by reason of that partner's contribution;
(j) the right, if given, of a limited partner to substitute an assignee as contributor in that partner's place, and the terms and conditions of the substitution;
(k) the right, if given, of the partners to admit additional limited partners;
(l) the right, if given, of one or more of the limited partners to priority over other limited partners, as to contributions or as to compensation by the way of income, and the nature of such priority;
(m) the right, if given, of the remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(n) the right, if given, of a limited partner to demand and receive property other than cash in return for that partner's contribution; and
(2) Record the certificate in the office of the county recorder of the county where the principal place of business is situated.
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
History:
(7354) 1919 c 498 s 2; 1961 c 724 s 1; 1976 c 181 s 2; 1986 c 444; 2005 c 4 s 58
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.03 — Business Which May Be Carried On.

322.03 BUSINESS WHICH MAY BE CARRIED ON.
A limited partnership may carry on any business which a partnership without limited partners may carry on.
History:
(7355) 1919 c 498 s 3
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.04 — Character Of Limited Partner's Contribution.

322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION.
The contributions of a limited partner may be cash or other property, but not services.
History:
(7356) 1919 c 498 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.05 — Name Not To Contain Surname Of Limited Partner.

322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER.
The surname of a limited partner shall not appear in the partnership name, unless:
(1) it is also the surname of a general partner; or
(2) prior to the time when the limited partner became such the business had been carried on under a name in which that partner's surname appeared.
A limited partner whose name appears in a partnership name contrary to the provisions of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.
History:
(7357) 1919 c 498 s 5; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.06 — Liability For False Statements In Certificate.

322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE.
If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false
(1) at the time of signing the certificate, or
(2) subsequently, but within a sufficient time before the statement was relied upon to enable the signer to cancel or amend the certificate, or to file a petition for its cancellation or amendment, as provided in section 322.25, subdivision 3.
History:
(7358) 1919 c 498 s 6; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.07 — Limited Partner Not Liable To Creditors.

322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS.
A limited partner shall not become liable as a general partner without taking part in the control of the business in addition to exercising rights and powers as a limited partner.
History:
(7359) 1919 c 498 s 7; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.08 — Admission Of Additional Limited Partners.

322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS.
After the formation of a limited partnership additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 322.25.
History:
(7360) 1919 c 498 s 8
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.09 — Rights, Powers, And Liabilities Of A General Partner.

322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER.
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to
(1) do any act in contravention of the certificate;
(2) do any act which would make it impossible to carry on the ordinary business of the partnership;
(3) confess a judgment against the partnership;
(4) possess partnership property, or assign their rights in specific partnership property, for other than a partnership purpose;
(5) admit a person as a general partner;
(6) admit a person as a limited partner unless the right so to do is given in the certificate; or
(7) continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right so to do is given in the certificate.
History:
(7361) 1919 c 498 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.10 — Rights Of A Limited Partner.

322.10 RIGHTS OF A LIMITED PARTNER.
A limited partner shall have the same rights as a general partner to
(1) have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them;
(2) have on demand full and true information of all things affecting the partnership, and a formal account of the partnership affairs whenever circumstances render it just and reasonable; and
(3) have a dissolution and winding up by decree of court.
A limited partner shall have the right to receive a share of the profits or other compensation by way of income, and to the return of that partner's contribution as provided in sections 322.15 and 322.16.
History:
(7362) 1919 c 498 s 10; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.11 — Status Of Person Erroneously Believing To Be A Limited Partner.

322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER.
A contributor to the capital of a business conducted by a person or partnership erroneously believing that the contributor has become a limited partner in a limited partnership is not, by reason of the exercise of the rights of a limited partnership, a general partner with the person or in the partnership carrying on the business, or bound by the obligations of such person or partnership; provided, that, on ascertaining the mistake, the contributor promptly renounces interest in the profits of the business, or other compensation by way of income.
History:
(7363) 1919 c 498 s 11; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.12 — One Person Both General And Limited Partner.

322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER.
A person may be a general and a limited partner in the same partnership at the same time.
A person who is a general, and also at the same time a limited, partner shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to contribution, the person shall have the rights against the other members as if the person were not also a general partner.
History:
(7364) 1919 c 498 s 12; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.13 — Loans And Other Business Transactions With Limited Partner.

322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER.
A limited partner also may loan money to and transact other business with the partnership, and, unless also a general partner, receive on account of resulting claims against the partnership, with general creditors, a pro rata share of the assets. No limited partner shall, in respect to any such claim,
(1) receive or hold as collateral security any partnership property, or
(2) receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.
The receiving of collateral security, or a payment, conveyance, or release, in violation of the provisions of this section, is a fraud on the creditors of the partnership.
History:
(7365) 1919 c 498 s 13; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.14 — Relation Of Limited Partners Inter Se.

322.14 RELATION OF LIMITED PARTNERS INTER SE.
Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made it shall be stated in the certificate and, in the absence of such a statement, all the limited partners shall stand upon equal footing.
History:
(7366) 1919 c 498 s 14
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.15 — Compensation Of Limited Partner.

322.15 COMPENSATION OF LIMITED PARTNER.
A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that, after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
History:
(7367) 1919 c 498 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.16 — Withdrawal Or Reduction Of Limited Partner's Contribution.

322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION.
Subdivision 1.
Return of contribution.
A limited partner shall not receive from a general partner or out of partnership property any part of contribution until:
(1) all liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;
(2) the consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subdivision 2; and
(3) the certificate is canceled or so amended as to set forth the withdrawal or reduction.
Subd. 2.
Demand.
Subject to the provisions of subdivision 1, a limited partner may rightfully demand the return of contribution:
(1) on the dissolution of a partnership, or
(2) when the date specified in the certificate for its return has arrived, or
(3) after giving six months' notice, in writing, to all other members, if no time is specified in the certificate either for the return of the contribution or for the dissolution of the partnership.
Subd. 3.
Cash received in return for contribution.
In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of contribution, has only the right to demand and receive cash in return for contribution.
Subd. 4.
Right to dissolution.
A limited partner may have the partnership dissolved and its affairs wound up:
(1) upon rightfully but unsuccessfully demanding the return of contribution, or
(2) when the other liabilities of the partnership have not been paid, or the partnership property is insufficient for their payment, as required by subdivision 1, clause (1), and the limited partner would otherwise be entitled to the return of contribution.
History:
(7368) 1919 c 498 s 16; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.17 — Liability Of Limited Partner To Partnership.

322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP.
Subdivision 1.
Liability.
A limited partner is liable to the partnership
(1) for the difference between contribution as actually made and that stated in the certificate as having been made, and
(2) for any unpaid contribution which the limited partner agreed in the certificate to make in the future at the time and on the conditions stated in the certificate.
Subd. 2.
Holding as trustee.
A limited partner holds as trustee for the partnership
(1) specific property stated in the certificate as contributed by that partner but which was not contributed or which has been wrongfully returned, and
(2) money or other property wrongfully paid or conveyed to that partner on account of a contribution.
Subd. 3.
Waiver or compromise.
The liabilities of a limited partner, as set forth in this section, can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
Subd. 4.
Discharge of liabilities.
When a contributor has rightfully received the return, in whole or in part, of a capital contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
History:
(7369) 1919 c 498 s 17; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.18 — Nature Of Limited Partner's Interest.

322.18 NATURE OF LIMITED PARTNER'S INTEREST.
A limited partner's interest in the partnership is personal property.
History:
(7370) 1919 c 498 s 18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.19 — Assignment Of Limited Partner's Interest.

322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST.
A limited partner's interest is assignable.
A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned an interest in a partnership.
An assignee, who does not become a substituted limited partner, has no right to require any information or account of the partnership transactions or to inspect the partnership books, but, rather is only entitled to receive the share of the profits or other compensation by way of income, or the return of a contribution, to which the assignor would otherwise be entitled.
An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being thereunto empowered by the certificate, gives the assignee that right.
An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 322.25.
The substituted limited partner has all the rights and powers, and is subject to all the restrictions and liabilities, of the assignor, except those liabilities of which the substitute was ignorant at the time of becoming a limited partner and which could not be ascertained from the certificate.
The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 322.06 and 322.17.
History:
(7371) 1919 c 498 s 19; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.20 — Effect Of Retirement, Death, Or Insanity Of A General Partner.

322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER.
The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners:
(1) under a right so to do stated in the certificate; or
(2) with the consent of all members.
History:
(7372) 1919 c 498 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.21 — Death Of Limited Partner.

322.21 DEATH OF LIMITED PARTNER.
On the death of a limited partner the executor or administrator shall have all the rights of a limited partner for the purpose of settling the estate, and such power as the deceased had to constitute an assignee a substituted limited partner.
The estate of a deceased limited partner shall be liable for all the decedent's liabilities as limited partner.
History:
(7373) 1919 c 498 s 21; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.22 — Rights Of Creditors Of Limited Partner.

322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER.
On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and may appoint a receiver, and make all other orders, directions and inquiries which the circumstances of the case may require.
The interest may be redeemed with the separate property of any general partner, but may not be redeemed with partnership property.
The remedies conferred by this section shall not be deemed exclusive of others which may exist.
Nothing in this chapter shall be held to deprive a limited partner of a statutory exemption.
History:
(7374) 1919 c 498 s 22; 1986 c 444
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.23 — Distribution Of Assets.

322.23 DISTRIBUTION OF ASSETS.
In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order:
(1) those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions, and to general partners;
(2) those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;
(3) those to limited partners in respect to the capital of their contributions;
(4) those to general partners other than for capital and profits;
(5) those to general partners in respect to profits; and
(6) those to general partners in respect to capital.
Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital, and in respect to their claims for profits or for compensation by way of income on their contributions, respectively, in proportion to the respective amounts of such claims.
History:
(7375) 1919 c 498 s 23
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.24 — When Certificate Shall Be Canceled Or Amended.

322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED.
The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.
A certificate shall be amended when:
(1) there is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(2) a person is substituted as a limited partner;
(3) an additional limited partner is admitted;
(4) a person is admitted as a general partner;
(5) a general partner retires, dies, or is adjudicated as a person who lacks mental capacity, and the business is continued under section 322.20;
(6) there is a change in the character of the business of the partnership;
(7) there is a false or erroneous statement in the certificate;
(8) there is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of the contribution;
(9) a time is fixed for the dissolution of the partnership, or the return of a contribution, no time having been specified in the certificate; or
(10) the members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
History:
(7376) 1919 c 498 s 24; 2013 c 59 art 3 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.25 — Requirements For Amendment And For Cancellation Of Certificate.

322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE.
Subdivision 1.
Contents.
The writing to amend a certificate shall:
(1) conform to the requirements of section 322.02, clause (1)(a), as far as necessary to set forth clearly the change in the certificate which it is desired to make; and
(2) be signed and acknowledged or sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted the amendment shall also be signed by the assigning limited partner.
Subd. 2.
All members sign.
The writing to cancel a certificate shall be signed by all members.
Subd. 3.
Petition to court.
A person desiring the cancellation or amendment of a certificate, if any person designated in subdivisions 1 and 2 as a person who must execute the writing refuses to do so, may petition the district court to direct a cancellation or amendment thereof.
Subd. 4.
Decree of court.
If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county recorder in the office where the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be recorded in that office a certified copy of its decree setting forth the amendment.
Subd. 5.
When effective.
A certificate is amended or canceled when there is filed for record in the registry of deeds where the certificate is recorded:
(1) a writing in accordance with the provisions of subdivision 1 or subdivision 2; or
(2) a certified copy of the order of the court in accordance with the provisions of subdivision 4.
Subd. 6.
Amended certificate.
After the certificate is duly amended in accordance with this section, the amended certificate shall thereafter be, for all purposes, the certificate provided for by this chapter.
History:
(7377) 1919 c 498 s 25; 1951 c 214 s 1; 1961 c 724 s 2; 1976 c 181 s 2; 2005 c 4 s 59
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 322 — 1919 Uniform Limited Partnership Act › Section 322.26 — Parties To Actions.

322.26 PARTIES TO ACTIONS.
A contributor, unless a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership.
History:
(7378) 1919 c 498 s 26; 1986 c 444