There is a newer version of the Minnesota Statutes
2005 Minnesota Statutes - Chapter 321 — Uniform limited partnership act 2001
- 321.0101 — Short title.
- 321.0102 — Definitions.
- 321.0103 — Knowledge and notice.
- 321.0104 — Nature, purpose, and duration of entity.
- 321.0105 — Powers.
- 321.0106 — Governing law.
- 321.0107 — Supplemental principles of law; rate of interest.
- 321.0108 — Name.
- 321.0109 — Reservation of name.
- 321.0110 — Effect of partnership agreement; nonwaivable provisions.
- 321.0111 — Required information.
- 321.0112 — Business transactions of partner with partnership.
- 321.0113 — Dual capacity.
- 321.0114 — Office and agent for service of process.
- 321.0115 — Change of designated office or agent for service of process.
- 321.0116 — Resignation of agent for service of process.
- 321.0117 — Service of process.
- 321.0118 — Consent and proxies of partners.
- 321.0201 — Formation of limited partnership; certificate of limited partnership.
- 321.0202 — Amendment or restatement of certificate.
- 321.0203 — Statement of termination.
- 321.0204 — Signing of records.
- 321.0205 — Signing and filing pursuant to judicial order.
- 321.0206 — Delivery to and filing of records by secretary of state; effective time and date.
- 321.0207 — Correcting filed record.
- 321.0208 — Liability for false information in filed record.
- 321.0210 — Annual report for secretary of state.
- 321.0301 — Becoming limited partner.
- 321.0302 — No right or power as limited partner to bind limited partnership.
- 321.0303 — No liability as limited partner for limited partnership obligations.
- 321.0304 — Right of limited partner and former limited partner to information.
- 321.0305 — Limited duties of limited partners.
- 321.0306 — Person erroneously believing self to be limited partner.
- 321.0401 — Becoming general partner.
- 321.0402 — General partner agent of limited partnership.
- 321.0403 — Limited partnership liable for general partner's actionable conduct.
- 321.0404 — General partner's liability.
- 321.0405 — Actions by and against partnership and partners.
- 321.0406 — Management rights of general partner.
- 321.0407 — Right of general partner and former general partner to information.
- 321.0408 — General standards of general partner's conduct.
- 321.0409 — Transfer of partnership property.
- 321.0501 — Form of contribution.
- 321.0502 — Liability for contribution.
- 321.0503 — Sharing of distributions.
- 321.0504 — Interim distributions.
- 321.0505 — No distribution on account of dissociation.
- 321.0506 — Distribution in kind.
- 321.0507 — Right to distribution.
- 321.0508 — Limitations on distribution.
- 321.0509 — Liability for improper distributions.
- 321.0601 — Dissociation as limited partner.
- 321.0602 — Effect of dissociation as limited partner.
- 321.0603 — Dissociation as general partner.
- 321.0604 — Person's power to dissociate as general partner; wrongful dissociation.
- 321.0605 — Effect of dissociation as general partner.
- 321.0606 — Power to bind and liability to limited partnership before dissolution of partnership of person dissociated as general partner.
- 321.0607 — Liability to other persons of person dissociated as general partner.
- 321.0701 — Partner's transferable interest.
- 321.0702 — Transfer of partner's transferable interest.
- 321.0703 — Rights of creditor of partner or transferee.
- 321.0704 — Power of estate of deceased partner.
- 321.0801 — Nonjudicial dissolution.
- 321.0802 — Judicial dissolution.
- 321.0803 — Winding up.
- 321.0804 — Power of general partner and person dissociated as general partner to bind partnership after dissolution.
- 321.0805 — Liability after dissolution of general partner and person dissociated as general partner to limited partnership, other general partners, and persons dissociated as general partner.
- 321.0806 — Known claims against dissolved limited partnership.
- 321.0807 — Other claims against dissolved limited partnerships.
- 321.0808 — Liability of general partner and person dissociated as general partner when claim against limited partnership barred.
- 321.0809 — Administrative dissolution.
- 321.0810 — Reinstatement following administrative dissolution.
- 321.0812 — Disposition of assets; when contributions required.
- 321.0901 — Governing law.
- 321.0902 — Application for certificate of authority.
- 321.0903 — Activities not constituting transacting business.
- 321.0904 — Filing of certificate of authority.
- 321.0905 — Noncomplying name of foreign limited partnership.
- 321.0906 — Revocation of certificate of authority.
- 321.0907 — Cancellation of certificate of authority; effect of failure to have certificate.
- 321.0908 — Action by attorney general.
- 321.1001 — Direct action by partner.
- 321.1002 — Derivative action.
- 321.1003 — Proper plaintiff.
- 321.1004 — Pleading.
- 321.1005 — Proceeds and expenses.
- 321.1101 — Definitions.
- 321.1102 — Conversion.
- 321.1103 — Action on plan of conversion by converting limited partnership.
- 321.1104 — Filings required for conversion; effective date.
- 321.1105 — Effect of conversion.
- 321.1106 — Merger.
- 321.1107 — Action on plan of merger by constituent limited partnership.
- 321.1108 — Filings required for merger; effective date.
- 321.1109 — Effect of merger.
- 321.1110 — Restrictions on approval of conversions and mergers and on relinquishing LLLP status.
- 321.1111 — Liability of general partner after conversion or merger.
- 321.1112 — Power of general partners and persons dissociated as general partners to bind organization after conversion or merger.
- 321.1113 — Chapter not exclusive.
- 321.1114 — Conflict relating to merger or conversion.
- 321.1201 — Uniformity of application and construction.
- 321.1202 — Severability clause.
- 321.1203 — Relation to Electronic Signatures in Global and National Commerce Act.
- 321.1206 — Application to existing relationships.
- 321.1207 — Savings clause.
- 321.1208 — Effect of designation.
Disclaimer: These codes may not be the most recent version. Minnesota may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
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