Collections
Minnesota Statutes

Business, Social, and Charitable Organizations

Chapter 321

Minn. Stat. ch. 321

Uniform Limited Partnership Act 2001

321.0101Short Title 321.0102Definitions 321.0103Knowledge and Notice 321.0104Nature, Purpose, and Duration of Entity 321.0105Powers 321.0106Governing Law 321.0107Supplemental Principles of Law; Rate of Interest 321.0108Name 321.0109Reservation of Name 321.0110Effect of Partnership Agreement; Nonwaivable Provisions 321.0111Required Information 321.0112Business Transactions of Partner with Partnership 321.0113Dual Capacity 321.0114Office and Agent for Service of Process 321.0115Change of Designated Office or Agent for Service of Process 321.0116Resignation of Agent for Service of Process 321.0117Service of Process 321.0118Consent and Proxies of Partners 321.0201Formation of Limited Partnership; Certificate of Limited Partnership 321.0202Amendment or Restatement of Certificate 321.0203Statement of Termination 321.0204Signing of Records 321.0205Signing and Filing Pursuant to Judicial Order 321.0206Delivery to and Filing of Records by Secretary of State; Effective Time and Date 321.0207Correcting Filed Record 321.0208Liability for False Information in Filed Record 321.0210Annual Renewal for Secretary of State 321.0301Becoming Limited Partner 321.0302No Right or Power as Limited Partner to Bind Limited Partnership 321.0303No Liability as Limited Partner for Limited Partnership Obligations 321.0304Right of Limited Partner and Former Limited Partner to Information 321.0305Limited Duties of Limited Partners 321.0306Person Erroneously Believing Self to Be Limited Partner 321.0401Becoming General Partner 321.0402General Partner Agent of Limited Partnership 321.0403Limited Partnership Liable for General Partner's Actionable Conduct 321.0404General Partner's Liability 321.0405Actions by and Against Partnership and Partners 321.0406Management Rights of General Partner 321.0407Right of General Partner and Former General Partner to Information 321.0408General Standards of General Partner's Conduct 321.0409Transfer of Partnership Property 321.0501Form of Contribution 321.0502Liability for Contribution 321.0503Sharing of Distributions 321.0504Interim Distributions 321.0505No Distribution on Account of Dissociation 321.0506Distribution in Kind 321.0507Right to Distribution 321.0508Limitations on Distribution 321.0509Liability for Improper Distributions 321.0601Dissociation as Limited Partner 321.0602Effect of Dissociation as Limited Partner 321.0603Dissociation as General Partner 321.0604Person's Power to Dissociate as General Partner; Wrongful Dissociation 321.0605Effect of Dissociation as General Partner 321.0606Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner 321.0607Liability to Other Persons of Person Dissociated as General Partner 321.0701Partner's Transferable Interest 321.0702Transfer of Partner's Transferable Interest 321.0703Rights of Creditor of Partner or Transferee 321.0704Power of Estate of Deceased Partner 321.0801Nonjudicial Dissolution 321.0802Judicial Dissolution 321.0803Winding Up 321.0804Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution 321.0805Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner 321.0806Known Claims Against Dissolved Limited Partnership 321.0807Other Claims Against Dissolved Limited Partnerships 321.0808Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred 321.0809Administrative Dissolution 321.0810Reinstatement Following Administrative Dissolution or Revocation 321.0812Disposition of Assets; When Contributions Required 321.0901Governing Law 321.0902Application for Certificate of Authority 321.0903Activities Not Constituting Transacting Business 321.0904Filing of Certificate of Authority 321.0905Alternate Name; Noncomplying Name of Foreign Limited Partnership 321.0906Revocation of Certificate of Authority 321.0907Cancellation of Certificate of Authority; Effect of Failure to Have Certificate 321.0908Action by Attorney General 321.0909Name Changes Filed in Home State 321.1001Direct Action by Partner 321.1002Derivative Action 321.1003Proper Plaintiff 321.1004Pleading 321.1005Proceeds and Expenses 321.1101Definitions 321.1102Conversion 321.1103Action on Plan of Conversion by Converting Limited Partnership 321.1104Filings Required for Conversion; Effective Date 321.1105Effect of Conversion 321.1106Merger 321.1107Action on Plan of Merger by Constituent Limited Partnership 321.1108Filings Required for Merger; Effective Date 321.1109Effect of Merger 321.1110Restrictions on Approval of Conversions and Mergers and on Relinquishing Lllp Status 321.1111Liability of General Partner After Conversion or Merger 321.1112Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger 321.1113Chapter Not Exclusive 321.1114Conflict Relating to Merger or Conversion 321.1115Domestication 321.1116Action on Plan of Domestication by Domesticating Limited Partnership 321.1117Filings Required for Domestication; Effective Date 321.1118Effect of Domestication 321.1119Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications 321.1201Uniformity of Application and Construction 321.1202Severability Clause 321.1203Relation to Electronic Signatures in Global and National Commerce Act 321.1206Application to Existing Relationships 321.1207Savings Clause 321.1208Effect of Designation