reglab/statecodes huggingface dataset:
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.741 — Supervised Voluntary Dissolution.

317A.741 SUPERVISED VOLUNTARY DISSOLUTION.
After the notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the corporation, the attorney general, or, for good cause, a creditor or at least 50 members with voting rights or ten percent of the members with voting rights, whichever is less, may apply to a court within the county in which the registered office of the corporation is located to have the dissolution conducted or continued under the supervision of the court under sections 317A.751 to 317A.765.
History:
1989 c 304 s 105
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.753 — Procedure In Involuntary Or Supervised Voluntary Dissolution.

317A.753 PROCEDURE IN INVOLUNTARY OR SUPERVISED VOLUNTARY DISSOLUTION.
Subdivision 1.
Action before hearing.
In dissolution proceedings the court may issue injunctions, appoint receivers with powers and duties the court directs, take other actions required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.
Subd. 2.
Notice to attorney general; intervention.
When a proceeding involving a corporation described in section 317A.811, subdivision 1, is begun, the court shall order that a copy of the petition be served on the attorney general. In all proceedings under this section, the attorney general has a right to participate as a party.
Subd. 3.
Action after hearing.
After a full hearing has been held, upon whatever notice the court directs to be given to the parties to the proceedings and to other parties in interest designated by the court, the court may appoint a receiver to collect the corporate assets. In addition to the powers set forth in chapter 576, a receiver has authority, subject to the order of the court, to continue the business of the corporation and to sell, lease, transfer, or otherwise dispose of all or any of the assets of the corporation at a public or private sale.
Subd. 4.
Discharge of obligations.
The assets of the corporation or the proceeds resulting from a sale, lease, transfer, or other disposition must be applied in the order of priority set forth in section 576.51.
Subd. 5.
Remainder.
After payment of the expenses of receivership and claims of creditors duly proved, the remaining assets, if any, must be distributed as provided in section 317A.735.
History:
1989 c 304 s 107; 2012 c 143 art 3 s 17,18
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.755 — Qualifications Of Receivers; Powers.

317A.755 QUALIFICATIONS OF RECEIVERS; POWERS.
Subdivision 1.
Qualifications.
Any person qualified under section 576.26 may be appointed as a receiver. A receiver shall give bond as required by section 576.27.
Subd. 2.
Powers.
A receiver may sue and defend all actions as receiver of the corporation. The court appointing the receiver has exclusive jurisdiction over the corporation, the receiver, and all receivership property pursuant to section 576.23.
History:
1989 c 304 s 108; 2012 c 143 art 3 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.759 — Filing Claims In Proceedings To Dissolve.

317A.759 FILING CLAIMS IN PROCEEDINGS TO DISSOLVE.
Subdivision 1.
Filing may be required.
In a proceeding under section 317A.751 to dissolve a corporation, the court may require creditors and claimants of the corporation to file their claims pursuant to section 576.49. The receiver or any party in interest may object to any claim pursuant to section 576.50.
Subd. 2.
[Repealed, 2012 c 143 art 3 s 39]
History:
1989 c 304 s 109; 2012 c 143 art 3 s 20
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.763 — Decree Of Dissolution.

317A.763 DECREE OF DISSOLUTION.
Subdivision 1.
Procedure; when entered.
In an involuntary or supervised voluntary dissolution, the court shall provide for the discharge of obligations and the distribution of the assets as set forth in section 317A.753, subdivision 4, and shall enter a decree dissolving the corporation.
Subd. 2.
Effective date.
When the decree dissolving the corporation has been entered, the corporation is dissolved.
History:
1989 c 304 s 110
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.765 — Filing Decree.

317A.765 FILING DECREE.
After the court enters a decree dissolving a corporation, the court administrator shall cause a certified copy of the decree to be filed with the secretary of state. The secretary of state may not charge a fee for filing the decree.
History:
1989 c 304 s 111
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.771 — Deposit With Commissioner Of Management And Budget Of Amount Due Certain Persons.

317A.771 DEPOSIT WITH COMMISSIONER OF MANAGEMENT AND BUDGET OF AMOUNT DUE CERTAIN PERSONS.
Upon dissolution of a corporation, the part of the assets distributable to a person who is unknown or cannot be found, or who is under disability, if there is no person legally competent to receive it, must be reduced to money and deposited with the commissioner of management and budget. The amount deposited is appropriated to the commissioner of management and budget and must be paid over to the person, upon proof satisfactory to the commissioner of management and budget of a right to payment.
History:
1989 c 304 s 112; 2003 c 112 art 2 s 50; 2009 c 101 art 2 s 109
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.781 — Claims Barred; Exceptions.

317A.781 CLAIMS BARRED; EXCEPTIONS.
Subdivision 1.
Claims barred.
A person who is or becomes a creditor or claimant at any time before, during, or following the conclusion of dissolution proceedings, who does not file a claim or pursue a remedy in a legal, administrative, or arbitration proceeding within the time provided in section 317A.730, 317A.741, 317A.751, or 317A.759, or has not begun a legal, administrative, or arbitration proceeding before the beginning of the dissolution proceedings, and a person claiming through or under the creditor or claimant, is barred from suing on that claim or otherwise realizing upon or enforcing it, except as provided in this section.
Subd. 2.
Claims reopened.
Within one year after articles of dissolution have been filed with the secretary of state under section 317A.733, subdivision 1, clause (1) or (2), or a decree of dissolution has been entered, a creditor or claimant who shows good cause for not having previously filed the claim may apply to a court in this state to allow a claim against the corporation to the extent of undistributed assets.
Subd. 3.
Claims permitted.
Debts, obligations, and liabilities incurred during dissolution proceedings must be paid or provided for by the corporation before the distribution of assets under section 317A.735. A person to whom this kind of debt, obligation, or liability is owed but not paid may pursue any remedy against the officers or directors of the corporation before the expiration of the applicable statute of limitations. This subdivision does not apply to dissolution under the supervision or order of a court.
History:
1989 c 304 s 113
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.783 — Right To Sue Or Defend After Dissolution.

317A.783 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
After a corporation has been dissolved, its former officers, directors, or members with voting rights may assert or defend, in the name of the corporation, a claim by or against the corporation.
History:
1989 c 304 s 114
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.791 — Omitted Assets.

317A.791 OMITTED ASSETS.
Title to assets remaining after payment of the debts, obligations, or liabilities and after distributions may be transferred by a court in this state.
History:
1989 c 304 s 115
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.813 — Remedial Powers Of Attorney General.

317A.813 REMEDIAL POWERS OF ATTORNEY GENERAL.
The attorney general has the powers in sections 8.31 and 501B.40 and 501B.41, to supervise and investigate corporations under this chapter and to bring proceedings to secure compliance.
History:
1989 c 304 s 119; 1989 c 340 art 2 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.821 — Initial Corporate Registration With Secretary Of State.

317A.821 INITIAL CORPORATE REGISTRATION WITH SECRETARY OF STATE.
Subdivision 1.
Notice from secretary of state; registration required.
(a) Before February 1, 1990, the secretary of state shall mail a corporate registration form by first-class mail to each corporation at its last registered office address listed in the records of the secretary of state. The form must include the exact legal corporate name and registered office address currently on file with the secretary of state.
(b) A corporation that is subject to chapter 317 shall file an initial corporate registration with the secretary of state between January 1, 1990, and December 31, 1990. The registration must include the exact legal corporate name and registered office address of the corporation and must be signed by an authorized person. If the current registered office address listed in the records of the secretary of state is not in compliance with section 317A.011, subdivision 2, or if the corporation has changed its registered office address to an address other than that listed with the secretary of state, the corporation shall list a new registered office address that complies with section 317A.011, subdivision 2, on the registration form. A fee of $35 must be paid for filing the registered office address change, provided that a fee may not be charged if the registered office address is being changed only because of failure to comply with section 317A.011, subdivision 2. The new registered office address must have been approved by the board.
Subd. 2.
Loss of good standing.
A corporation that does not file the initial corporate registration required under subdivision 1 with the secretary of state on or before December 31, 1990, loses its good standing. To regain its good standing, the corporation must file the initial corporate registration. If, as a part of the initial corporate registration process the corporation needs to bring its registered office address into compliance with section 317A.011, subdivision 2, the fees stated in subdivision 1, paragraph (b), apply.
Subd. 3.
Dissolution; extension.
If a corporation fails to regain its good standing under subdivision 2 on or before December 31, 1997, the corporation is dissolved under section 317A.827. After December 31, 1997, the corporate existence of a corporation dissolved under this subdivision may be extended by filing the initial corporate registration with the secretary of state and payment of a $25 fee. The extension relates back to December 31, 1997.
Subd. 4.
[Repealed, 1989 c 304 s 139]
History:
1989 c 304 s 120; 1989 c 335 art 1 s 205; 1990 c 488 s 39,40; 1991 c 205 s 14; 1992 c 503 s 14,15; 1997 c 137 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.823 — Annual Corporate Renewal.

317A.823 ANNUAL CORPORATE RENEWAL.
Subdivision 1.
Annual renewal.
(a) The secretary of state may send annually to each corporation, using the information provided by the corporation pursuant to section 5.002 or 5.34 or the articles of incorporation, a notice announcing the need to file the annual renewal and informing the corporation that the annual renewal may be filed online and that paper filings may also be made, and informing the corporation that failing to file the annual renewal will result in an administrative dissolution of the corporation.
(b) Each calendar year beginning in the calendar year following the calendar year in which a corporation incorporates, a corporation must file with the secretary of state by December 31 of each calendar year a registration containing the information required by section 5.34.
Subd. 2.
Penalty.
(a) A corporation that has failed to file a renewal pursuant to subdivision 1 must be dissolved by the secretary of state as described in paragraph (b).
(b) If the corporation has not filed the delinquent renewal, the secretary of state must issue a certificate of involuntary dissolution, and the certificate must be filed in the Office of the Secretary of State. The secretary of state must also make available in an electronic format the names of the dissolved corporations. A corporation dissolved in this manner is not entitled to the benefits of section 317A.781.
Subd. 3.
[Repealed by amendment, 2000 c 395 s 10]
History:
1989 c 304 s 121; 1989 c 335 art 1 s 206,207; 1990 c 488 s 41,42; 1991 c 205 s 15; 1992 c 503 s 16; 1993 c 48 s 4; 1993 c 86 s 2; 1995 c 128 art 3 s 5; 2000 c 395 s 10; 2004 c 251 s 7; 2007 c 148 art 2 s 55; 2008 c 203 s 11; 2009 c 101 art 2 s 79
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.825 — Acceptance Of Registration By Secretary Of State.

317A.825 ACCEPTANCE OF REGISTRATION BY SECRETARY OF STATE.
The secretary of state may accept a registration under section 317A.821 or 317A.823 if the information on the registration is in substantial compliance with these sections, even if the information on the registration is not identical to equivalent information in the records of the secretary of state.
History:
1989 c 304 s 122
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.827 — Continuation For Certain Purposes; Reinstatement.

317A.827 CONTINUATION FOR CERTAIN PURPOSES; REINSTATEMENT.
Subdivision 1.
MS 1998 [Repealed by amendment, 2000 c 395 s 11]
Subdivision 1.
Attorney general powers continued.
A corporation dissolved under section 317A.823 continues for three years after the dissolution date for the sole purpose of supervision, investigation, and other actions by the attorney general under sections 8.31 and 501B.40 and 501B.41.
Subd. 2.
MS 1998 [Renumbered subdivision 1]
Subd. 2.
Reinstatement.
A corporation dissolved under section 317A.823 may retroactively reinstate its corporate existence by filing a single annual registration. Filing the annual registration with the secretary of state:
(1) returns the corporation to active status as of the date of the dissolution;
(2) validates contracts or other acts within the authority of the articles, and the corporation is liable for those contracts or acts; and
(3) restores to the corporation all assets and rights of the corporation and its members to the extent they were held by the corporation and its members before the dissolution occurred, except to the extent that assets or rights were affected by acts occurring after the dissolution or sold or otherwise distributed after that time.
Subd. 3.
[Renumbered subd 2]
History:
1989 c 304 s 123; 1989 c 340 art 2 s 12; 1991 c 205 s 16; 1992 c 503 s 17,18; 1993 c 48 s 5; 1997 c 137 s 11; 2000 c 395 s 11; 1Sp2001 c 10 art 2 s 74
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.901 — Service Of Process On Corporation.

317A.901 SERVICE OF PROCESS ON CORPORATION.
Subdivision 1.
Who may be served.
A process, notice, or demand required or permitted by law to be served upon a corporation may be served upon the registered agent, if any, of the corporation named in the articles, upon an officer of the corporation, or upon the secretary of state as provided in section 5.25.
Subd. 2.
[Repealed, 1995 c 128 art 1 s 20]
Subd. 3.
[Repealed, 1995 c 128 art 1 s 20]
Subd. 4.
[Repealed, 1995 c 128 art 1 s 20]
History:
1989 c 304 s 124; 1995 c 128 art 1 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.903 — State Interested; Proceedings.

317A.903 STATE INTERESTED; PROCEEDINGS.
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 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:
1989 c 304 s 125
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 317A — Nonprofit Corporations › Section 317A.909 — Corporations For Religious Purposes.

317A.909 CORPORATIONS FOR RELIGIOUS PURPOSES.
Subdivision 1.
Benefits for members.
When authorized by its members or otherwise, a corporation formed for a religious purpose may provide directly or through a church benefits board for:
(1) support and payment of benefits to its ministers, teachers, employees, or functionaries and to the ministers, teachers, employees, or functionaries of a nonprofit organization affiliated with it or under its jurisdiction;
(2) payment of benefits to the surviving spouses, children, dependents, or other beneficiaries of the persons named in clause (1);
(3) collection of contributions and other payments; or
(4) creation, maintenance, investment, management, and disbursement of necessary endowment, reserve, and other funds for these purposes, including a trust fund or corporation that funds a "church plan" as defined in section 414(e) of the Internal Revenue Code of 1986, as amended through December 31, 1988.
Subd. 2.
Insurance laws not applicable.
The insurance laws of this state do not apply to the operations of a corporation under subdivision 1.
Subd. 3.
Property exempt from taxation.
Except for property leased or used for profit, personal and real property that a religious corporation necessarily uses for a religious purpose is exempt from taxation.
Subd. 4.
[Repealed, 2005 c 10 art 2 s 5]
Subd. 5.
Church benefits board.
A "church benefits board" is an organization described in section 414(e)(3)(A) of the Internal Revenue Code of 1986, as amended through December 31, 1988, whether a civil law corporation or otherwise, the principal purpose or function of which is the administration or funding of a plan or program for the provision of retirement benefits or welfare benefits for the employees of a church or a convention or association of churches, if the organization is controlled by or associated with a church or a convention or association of churches.
Subd. 6.
Church benefits board as trustee.
A church benefits board may act as trustee under a lawful trust and may act as agent for the performance of a lawful act relating to the purposes of the trust.
History:
1989 c 304 s 128; 2009 c 43 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 318 — Declaration Of Trust › Section 318.01 — Organization; Scope Of Business.

318.01 ORGANIZATION; SCOPE OF BUSINESS.
Two or more natural persons, whether residents of this state or not, or two or more corporations which are now organized or may hereafter be organized, which includes all domestic corporations, national banks and only those foreign corporations which hold a certificate of authority to transact business in this state, may organize and associate themselves together for the purpose of transacting business in this state under what is commonly designated or known as a "declaration of trust" or "business trust"; provided, however, no such association shall ever be permitted or authorized to transact in this state any business of insurance except the kind of business of insurance specified in section 60A.06, subdivision 1(7), and all acts amendatory thereof; and further provided, however, no such association shall ever be permitted or authorized to transact a banking or surety business, of any kind, in this state.
History:
1961 c 740 s 2; 1965 c 77 s 1; 1965 c 732 s 1; 1969 c 6 s 40
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 318 — Declaration Of Trust › Section 318.03 — Sale Of Securities; Registration.

318.03 SALE OF SECURITIES; REGISTRATION.
Before any such association may offer for sale, barter or sell any security of such association in this state, such association shall register such securities pursuant to the provisions of chapter 80A, and all acts amendatory thereof, which registration shall be applied for and granted under the same conditions as like registrations are applied for and granted to corporations.
History:
1961 c 740 s 4; 1965 c 732 s 3; 1976 c 2 s 40
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 318 — Declaration Of Trust › Section 318.04 — Certificate Of Authority To Transact The Business Of Insurance.

318.04 CERTIFICATE OF AUTHORITY TO TRANSACT THE BUSINESS OF INSURANCE.
Any such association permitted by section 318.01 to organize to transact in this state the kind of business of insurance permitted by section 318.01 shall set out in its "declaration of trust" the kind of business of insurance that it shall transact in this state; and before filing with the secretary of state the copy of the "declaration of trust" and any amendments thereto pursuant to section 318.02 there shall be endorsed upon the "declaration of trust" and any amendments thereto the approval of the commissioner of commerce; and it shall be subject to the same insurance laws of this state and rules of the commissioner of commerce that an insurance corporation transacting the same kind of business of insurance is subject to except as otherwise provided by law; and it shall obtain from the commissioner of commerce a certificate of authority as an insurer which certificate of authority shall be issued by the commissioner of commerce upon compliance with all the applicable insurance laws of this state and rules of the commissioner of commerce.
History:
1961 c 740 s 5; 1983 c 289 s 114 subd 1; 1984 c 655 art 1 s 92; 1985 c 248 s 70
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 318 — Declaration Of Trust › Section 318.05 — Unlawful To Transact Business Prior To Compliance.

318.05 UNLAWFUL TO TRANSACT BUSINESS PRIOR TO COMPLIANCE.
No such association organized after April 20, 1961, may transact or conduct any business, within this state, under any "declaration of trust" or "business trust" without first complying with the provisions and requirements of sections 318.01 and 318.02 and in addition thereto complying with the provisions and requirements of sections 318.03 and 318.04 when applicable.
History:
1961 c 740 s 6; 1965 c 732 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 318 — Declaration Of Trust › Section 318.06 — Penalties.

318.06 PENALTIES.
Any such association, person or party who shall violate any of the provisions of this chapter shall forfeit and pay to this state a penalty, not exceeding $1,000. Such penalties may be recovered in the District Court of Ramsey County by action in the name of the state, brought by the attorney general.
History:
1961 c 740 s 7; 1965 c 732 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 319B — Professional Firms › Section 319B.01 — Professional Firms Act; Citation.

319B.01 PROFESSIONAL FIRMS ACT; CITATION.
Sections 319B.01 to 319B.12 may be cited as the "Minnesota Professional Firms Act."
History:
1997 c 22 art 1 s 1
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 319B — Professional Firms › Section 319B.04 — Authority Of Foreign Firms To Furnish Professional Services; Election To Invoke The Act.

319B.04 AUTHORITY OF FOREIGN FIRMS TO FURNISH PROFESSIONAL SERVICES; ELECTION TO INVOKE THE ACT.
Subdivision 1.
Authority under this act and under other law.
A foreign firm that has in effect an election under subdivision 2 may furnish professional services within Minnesota as provided in sections 319B.01 to 319B.12. A foreign firm may furnish professional services within Minnesota without making an election under subdivision 2 only if:
(1) no Minnesota statute, Minnesota rule, or tenet of Minnesota common law requires the foreign firm to make that election in order to furnish professional services within Minnesota; and
(2) no Minnesota statute, Minnesota rule, or tenet of Minnesota common law precludes the foreign firm from furnishing professional services within Minnesota in the absence of that election.
Subd. 2.
Election to invoke authority under this act.
To elect to become a foreign professional firm and be authorized to furnish professional services according to sections 319B.01 to 319B.12, a foreign firm must in its certificate of authority or statement of foreign qualification:
(1) state that the firm elects to operate under sections 319B.01 to 319B.12;
(2) acknowledge that the firm is subject to those sections;
(3) state that, to the extent its generally applicable governing law conflicts or differs with those sections, the foreign firm has made the necessary changes to the agreements and other documents controlling its structure, governance, operations, and internal affairs so as to comply with those sections; and
(4) specify from the list stated in section 319B.02, subdivision 19, the category or categories of professional services the foreign firm is authorized to provide within Minnesota.
The statements, acknowledgment, and specification may be made when the foreign firm initially files for a certificate of authority or statement of foreign qualification or may be added at a later time by updating that document.
Subd. 3.
Rescission and amendment of election.
(a) A foreign firm may rescind its election by updating its certificate of authority or statement of foreign qualification to delete the statements, acknowledgment, and specification required by subdivision 2.
(b) A foreign firm may update its certificate of authority or statement of foreign qualification to change the specification required by subdivision 2, clause (4).
History:
1997 c 22 art 1 s 4; 1999 c 85 art 3 s 5,6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 319B — Professional Firms › Section 319B.05 — Firm Name.

319B.05 FIRM NAME.
Subdivision 1.
No implication of superiority.
The name of a professional firm must not imply or be used to imply superiority.
Subd. 2.
Required name endings.
The name of a professional firm must end:
(1) in the case of a corporation, with any one of the following phrases, words, or abbreviations: "Professional Corporation"; "Professional Service Corporation"; "Service Corporation"; "Professional Association"; "Chartered"; "Limited"; "P.C."; "P.S.C."; "S.C."; "P.A."; or "Ltd.";
(2) in the case of a limited liability company, with any one of the following phrases or abbreviations: "Professional Limited Liability Company"; "Limited Liability Company"; "P.L.L.C."; "P.L.C."; or "L.L.C."; or
(3) in the case of a limited liability partnership, with any one of the following phrases or abbreviations: "Professional Limited Liability Partnership"; "Limited Liability Partnership"; "P.L.L.P."; or "L.L.P."
A permitted abbreviation may include or omit periods.
History:
1997 c 22 art 1 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 319B — Professional Firms › Section 319B.10 — Mergers And Other Reorganizations.

319B.10 MERGERS AND OTHER REORGANIZATIONS.
Subdivision 1.
Reorganization permitted.
A professional firm may enter into a merger, consolidation, exchange of ownership interests, conversion, or any other reorganization permitted by its generally applicable governing law.
Subd. 2.
Effect on participating professional firm.
(a) If a professional firm participates in and survives a reorganization but the reorganization causes the surviving firm to be out of compliance with section 319B.07 or 319B.09, or both:
(1) the surviving firm's election under section 319B.03, subdivision 2, or 319B.04, subdivision 2, is automatically rescinded;
(2) the surviving firm immediately loses its status as a professional firm and the authority created by that election and status terminates; and
(3) the surviving firm must immediately and accordingly update its organizational document, certificate of authority, or statement of foreign qualification. Even without that amendment, however, the rescission, loss of status, and termination of authority occur automatically when the reorganization takes effect.
(b) If, before a reorganization takes effect, the 90-day deadline established in section 319B.07, subdivision 1, has been triggered but has not yet elapsed with regard to an ownership interest in a professional firm participating in the reorganization, the surviving firm is not out of compliance with sections 319B.07 and 319B.09 merely because the reorganization accords a comparable ownership interest in the surviving firm to the disqualified owner or the representative of the deceased owner's estate. The original 90-day deadline applies to the comparable ownership interest and the surviving firm.
Subd. 3.
Filings with secretary of state.
(a) For a Minnesota professional firm involved in a merger, the document filed with the secretary of state to effectuate the merger must state whether that Minnesota professional firm will survive the merger, and if so, whether that Minnesota professional firm will remain a Minnesota professional firm once the merger takes effect.
(b) For a foreign professional firm involved in a merger, the certificate filed with the secretary of state under section 303.11 or 322C.1004 must be accompanied by a statement as to whether that foreign firm will survive the merger, and if so, whether that foreign professional firm will remain a foreign professional firm once the merger takes effect.
Subd. 4.
Status of newly created firm.
If a reorganization involves the creation of a new firm, that firm may make an election under section 319B.03, subdivision 2, or 319B.04, subdivision 2, and become a professional firm if the firm meets the requirements of sections 319B.01 to 319B.12.
History:
1997 c 22 art 1 s 10; 1999 c 85 art 3 s 8; 2014 c 157 art 2 s 27,29,31
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 319B — Professional Firms › Section 319B.40 — Professional Health Services.

319B.40 PROFESSIONAL HEALTH SERVICES.
(a) Individuals who furnish professional services pursuant to a license, registration, or certificate issued by the state of Minnesota to practice medicine pursuant to sections 147.01 to 147.22, as a physician assistant pursuant to sections 147A.01 to 147A.27, chiropractic pursuant to sections 148.01 to 148.106, registered nursing pursuant to sections 148.171 to 148.285, optometry pursuant to sections 148.52 to 148.62, psychology pursuant to sections 148.88 to 148.98, social work pursuant to chapter 148D, marriage and family therapy pursuant to sections 148B.29 to 148B.39, dentistry pursuant to sections 150A.01 to 150A.12, pharmacy pursuant to sections 151.01 to 151.40, or podiatric medicine pursuant to sections 153.01 to 153.26 are specifically authorized to practice any of these categories of services in combination if the individuals are organized under this chapter.
(b) This authorization does not authorize an individual to practice any profession, or furnish a professional service, for which the individual is not licensed, registered, or certified, but otherwise applies regardless of any contrary provision of a licensing statute or rules adopted pursuant to that statute, related to practicing and organizing in combination with other health services professionals.
History:
1997 c 76 s 2; 1998 c 309 s 8; 2001 c 42 s 3; 2005 c 147 art 1 s 70; 2005 c 153 s 2
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0104 — Nature, Purpose, And Duration Of Entity.

321.0104 NATURE, PURPOSE, AND DURATION OF ENTITY.
(a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership.
(b) A limited partnership may be organized under this chapter for any lawful purpose.
(c) A limited partnership has a perpetual duration.
History:
2004 c 199 art 1 s 4
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0105 — Powers.

321.0105 POWERS.
A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a breach of the partnership agreement or violation of a duty to the partnership.
History:
2004 c 199 art 1 s 5
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0106 — Governing Law.

321.0106 GOVERNING LAW.
The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership.
History:
2004 c 199 art 1 s 6
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0107 — Supplemental Principles Of Law; Rate Of Interest.

321.0107 SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST.
(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 334.01.
History:
2004 c 199 art 1 s 7
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0109 — Reservation Of Name.

321.0109 RESERVATION OF NAME.
(a) The exclusive right to the use of a limited partnership name otherwise permitted by section 321.0108 may be reserved by:
(1) a person doing business in this state under that name;
(2) a person intending to form a limited partnership under this chapter;
(3) a limited partnership intending to change its name;
(4) a foreign limited partnership intending to make application for a certificate of authority to transact business in this state;
(5) a foreign limited partnership authorized to transact business in this state and intending to change its name;
(6) a person intending to form a limited partnership in another state and intending to have the foreign limited partnership make application for a certificate of authority to transact business in this state;
(7) a foreign limited partnership formed under a name that does not comply with section 321.0108(b) or (c), but the name reserved under this subsection may differ from the foreign limited partnership's name only to the extent necessary to comply with section 321.0108(b) and (c); or
(8) a foreign limited partnership doing business under that name or a name not distinguishable from that name in one or more states other than this state and not described in clause (4), (5), (6), or (7).
(b) The reservation shall be made by delivering for filing with the secretary of state a request that the name be reserved. If the name is available for use by the applicant, the secretary of state shall reserve the name for the exclusive use of the applicant for a period of 12 months. The reservation may be renewed for successive 12-month periods.
(c) The right to the exclusive use of a limited partnership name reserved pursuant to this section may be transferred to another person by or on behalf of the applicant for whom the name was reserved by delivering for filing with the secretary of state a notice of the transfer and specifying the name and address of the transferee.
History:
2004 c 199 art 1 s 9
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0110 — Effect Of Partnership Agreement; Nonwaivable Provisions.

321.0110 EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.
(a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. 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) A partnership agreement may not:
(1) vary a limited partnership's power under section 321.0105 to sue, be sued, and defend in its own name;
(2) vary the law applicable to a limited partnership under section 321.0106;
(3) vary the requirements of section 321.0204;
(4) vary the information required under section 321.0111 or unreasonably restrict the right to information under section 321.0304 or 321.0407, but the partnership agreement may impose reasonable restrictions on the availability and use of information obtained under those sections and may define appropriate remedies, including liquidated damages, for a breach of any reasonable restriction on use;
(5) eliminate the duty of loyalty under section 321.0408, but the partnership agreement may:
(A) identify specific types or categories of activities that do not violate the duty of loyalty, if not manifestly unreasonable; and
(B) specify the number or percentage of partners which may authorize or ratify, after full disclosure to all partners of all material facts, a specific act or transaction that otherwise would violate the duty of loyalty;
(6) unreasonably reduce the duty of care under section 321.0408(c);
(7) eliminate the obligation of good faith and fair dealing under sections 321.0305(b) and 321.0408(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;
(8) vary the power of a person to dissociate as a general partner under section 321.0604(a) except to require that the notice under section 321.0603(1) be in a record;
(9) vary the power of a court to decree dissolution in the circumstances specified in section 321.0802;
(10) vary the requirement to wind up the partnership's business as specified in section 321.0803;
(11) unreasonably restrict the right to maintain an action under article 10;
(12) restrict the right of a partner under section 321.1110(a) to approve a conversion or merger or the right of a general partner under section 321.1110(b) to consent to an amendment to the certificate of limited partnership which deletes a statement that the limited partnership is a limited liability limited partnership; or
(13) restrict rights under this chapter of a person other than a partner or a transferee.
History:
2004 c 199 art 1 s 10
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0111 — Required Information.

321.0111 REQUIRED INFORMATION.
A limited partnership shall maintain at its designated office the following information:
(1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical order, and the limited partners, in alphabetical order;
(2) a copy of the initial certificate of limited partnership and all amendments to and restatements of the certificate, together with signed copies of any powers of attorney under which any certificate, amendment, or restatement has been signed;
(3) a copy of any filed articles of conversion or merger;
(4) a copy of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(5) a copy of any partnership agreement made in a record and any amendment made in a record to any partnership agreement;
(6) a copy of any financial statement of the limited partnership for the three most recent years;
(7) a copy of the three most recent annual reports delivered by the limited partnership to the secretary of state pursuant to section 321.0210;
(8) a copy of any record made by the limited partnership during the past three years of any consent given by or vote taken of any partner pursuant to this chapter or the partnership agreement; and
(9) unless contained in a partnership agreement made in a record, a record stating:
(A) the amount of cash, and a description and statement of the agreed value of the other benefits, contributed and agreed to be contributed by each partner;
(B) the times at which, or events on the happening of which, any additional contributions agreed to be made by each partner are to be made;
(C) for any person that is both a general partner and a limited partner, a specification of what transferable interest the person owns in each capacity; and
(D) any events upon the happening of which the limited partnership is to be dissolved and its activities wound up.
History:
2004 c 199 art 1 s 11
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0112 — Business Transactions Of Partner With Partnership.

321.0112 BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP.
A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner.
History:
2004 c 199 art 1 s 12
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0113 — Dual Capacity.

321.0113 DUAL CAPACITY.
A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the person acts as a general partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for general partners. When the person acts as a limited partner, the person is subject to the obligations, duties and restrictions under this chapter and the partnership agreement for limited partners.
History:
2004 c 199 art 1 s 13
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0114 — Office And Agent For Service Of Process.

321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.
Every limited partnership shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36.
History:
2004 c 199 art 1 s 14; 2010 c 250 art 2 s 19
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0115 — Change Of Designated Office Or Agent For Service Of Process.

321.0115 CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.
(a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the secretary of state for filing a statement of change containing:
(1) the name of the limited partnership or foreign limited partnership;
(2) if the current designated office is to be changed, the street and mailing address of the new designated office; and
(3) if the current agent for service of process or an address of the agent is to be changed, the new information.
(b) Subject to section 321.0206(c), a statement of change is effective when filed by the secretary of state.
History:
2004 c 199 art 1 s 15
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0116 — Resignation Of Agent For Service Of Process.

321.0116 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.
Subdivision 1.
Resignation of agent.
An agent of a limited partnership or a foreign limited partnership may resign by delivering for filing with the secretary of state a signed written notice of resignation, including a statement that a signed copy of the notice has been given to the limited partnership at its principal office or to a legal representative of the limited partnership. The appointment of the agent terminates 30 days after the notice is filed by the secretary of state.
Subd. 2.
Change of business address or name of agent.
If the business address or name of an agent changes, the agent shall change the address of the designated office or the name of the agent, as the case may be, of each limited partnership or foreign limited partnership represented by that agent by delivering for filing with the secretary of state a change of designated office statement signed by the agent, stating that a copy of the statement has been mailed to each of those limited partnerships or foreign limited partnerships or to the legal representative of each of those limited partnerships or foreign limited partnerships.
History:
2004 c 199 art 1 s 16
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0117 — Service Of Process.

321.0117 SERVICE OF PROCESS.
A process, notice, or demand required or permitted by law to be served may be served as provided in section 5.25.
History:
2004 c 199 art 1 s 17
2023 Minnesota Statutes › Chapters 300 - 323A — Business, Social, And Charitable Organizations › Chapter 321 — Uniform Limited Partnership Act 2001 › Section 321.0118 — Consent And Proxies Of Partners.

321.0118 CONSENT AND PROXIES OF PARTNERS.
Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partner's attorney-in-fact.
History:
2004 c 199 art 1 s 18