2001 Minnesota Code
Chapters 322 - 323A Partnerships
Chapter 323 Uniform Partnership Act
Section 323.45 Name of limited liability partnerships.
323.45 Name of limited liability partnerships.
Subdivision 1. Requirements; prohibitions. The name of a limited liability partnership must meet all of the requirements of section 302A.115, subdivision 1, except that the acceptable words required by section 302A.115, subdivision 1, paragraph (b), are "Limited Liability Partnership" or the abbreviation "LLP."
Subd. 2. Determination. The secretary of state shall determine whether a name is distinguishable from another name for purposes of this section.
Subd. 3. Contest of registration of name. A person doing business in this state may contest the subsequent registration of a name with the office of the secretary of state as provided in section 5.22.
Subd. 4. Consent to use of name. The procedures described in section 302A.115, subdivision 1, paragraph (d), apply to a name registered under this section.
Subd. 5. Failure to use required name. If a person purports to enter into a contract or other undertaking on behalf of a general partnership that is a domestic or foreign limited liability partnership and does not disclose to the other party that part of the limited liability partnership's name that complies with subdivision 1, then that person is personally liable on the contract or undertaking, unless that person can show that in making the contract or accepting the undertaking the other party did not rely on the partnership being an ordinary general partnership. Any partner of a domestic or foreign limited liability partnership who consents to a person not making the disclosure described in this subdivision is also personally liable on the contract or undertaking, unless that partner can make the showing described in this subdivision.
HIST: 1994 c 539 s 17; 1995 c 58 s 9; 1995 c 128 art 3 s 16,17
* NOTE: This section is repealed by Laws 1997, chapter 174, *article 12, section 68, as amended by Laws 1998, chapter 262, *section 12, effective January 1, 2002.
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