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2022 Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 321 — Uniform Limited Partnership Act 2001
ARTICLE 1 GENERAL PROVISIONS
- Section 321.0101 — Short Title.
- Section 321.0102 — Definitions.
- Section 321.0103 — Knowledge And Notice.
- Section 321.0104 — Nature, Purpose, And Duration Of Entity.
- Section 321.0105 — Powers.
- Section 321.0106 — Governing Law.
- Section 321.0107 — Supplemental Principles Of Law; Rate Of Interest.
- Section 321.0108 — Name.
- Section 321.0109 — Reservation Of Name.
- Section 321.0110 — Effect Of Partnership Agreement; Nonwaivable Provisions.
- Section 321.0111 — Required Information.
- Section 321.0112 — Business Transactions Of Partner With Partnership.
- Section 321.0113 — Dual Capacity.
- Section 321.0114 — Office And Agent For Service Of Process.
- Section 321.0115 — Change Of Designated Office Or Agent For Service Of Process.
- Section 321.0116 — Resignation Of Agent For Service Of Process.
- Section 321.0117 — Service Of Process.
- Section 321.0118 — Consent And Proxies Of Partners.
- Section 321.0201 — Formation Of Limited Partnership; Certificate Of Limited Partnership.
- Section 321.0202 — Amendment Or Restatement Of Certificate.
- Section 321.0203 — Statement Of Termination.
- Section 321.0204 — Signing Of Records.
- Section 321.0205 — Signing And Filing Pursuant To Judicial Order.
- Section 321.0206 — Delivery To And Filing Of Records By Secretary Of State; Effective Time And Date.
- Section 321.0207 — Correcting Filed Record.
- Section 321.0208 — Liability For False Information In Filed Record.
- Section 321.0210 — Annual Renewal For Secretary Of State.
- Section 321.0301 — Becoming Limited Partner.
- Section 321.0302 — No Right Or Power As Limited Partner To Bind Limited Partnership.
- Section 321.0303 — No Liability As Limited Partner For Limited Partnership Obligations.
- Section 321.0304 — Right Of Limited Partner And Former Limited Partner To Information.
- Section 321.0305 — Limited Duties Of Limited Partners.
- Section 321.0306 — Person Erroneously Believing Self To Be Limited Partner.
- Section 321.0401 — Becoming General Partner.
- Section 321.0402 — General Partner Agent Of Limited Partnership.
- Section 321.0403 — Limited Partnership Liable For General Partner's Actionable Conduct.
- Section 321.0404 — General Partner's Liability.
- Section 321.0405 — Actions By And Against Partnership And Partners.
- Section 321.0406 — Management Rights Of General Partner.
- Section 321.0407 — Right Of General Partner And Former General Partner To Information.
- Section 321.0408 — General Standards Of General Partner's Conduct.
- Section 321.0409 — Transfer Of Partnership Property.
- Section 321.0501 — Form Of Contribution.
- Section 321.0502 — Liability For Contribution.
- Section 321.0503 — Sharing Of Distributions.
- Section 321.0504 — Interim Distributions.
- Section 321.0505 — No Distribution On Account Of Dissociation.
- Section 321.0506 — Distribution In Kind.
- Section 321.0507 — Right To Distribution.
- Section 321.0508 — Limitations On Distribution.
- Section 321.0509 — Liability For Improper Distributions.
- Section 321.0601 — Dissociation As Limited Partner.
- Section 321.0602 — Effect Of Dissociation As Limited Partner.
- Section 321.0603 — Dissociation As General Partner.
- Section 321.0604 — Person's Power To Dissociate As General Partner; Wrongful Dissociation.
- Section 321.0605 — Effect Of Dissociation As General Partner.
- Section 321.0606 — Power To Bind And Liability To Limited Partnership Before Dissolution Of Partnership Of Person Dissociated As General Partner.
- Section 321.0607 — Liability To Other Persons Of Person Dissociated As General Partner.
- Section 321.0701 — Partner's Transferable Interest.
- Section 321.0702 — Transfer Of Partner's Transferable Interest.
- Section 321.0703 — Rights Of Creditor Of Partner Or Transferee.
- Section 321.0704 — Power Of Estate Of Deceased Partner.
- Section 321.0801 — Nonjudicial Dissolution.
- Section 321.0802 — Judicial Dissolution.
- Section 321.0803 — Winding Up.
- Section 321.0804 — Power Of General Partner And Person Dissociated As General Partner To Bind Partnership After Dissolution.
- Section 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.
- Section 321.0806 — Known Claims Against Dissolved Limited Partnership.
- Section 321.0807 — Other Claims Against Dissolved Limited Partnerships.
- Section 321.0808 — Liability Of General Partner And Person Dissociated As General Partner When Claim Against Limited Partnership Barred.
- Section 321.0809 — Administrative Dissolution.
- Section 321.0810 — Reinstatement Following Administrative Dissolution Or Revocation.
- Section 321.0812 — Disposition Of Assets; When Contributions Required.
- Section 321.0901 — Governing Law.
- Section 321.0902 — Application For Certificate Of Authority.
- Section 321.0903 — Activities Not Constituting Transacting Business.
- Section 321.0904 — Filing Of Certificate Of Authority.
- Section 321.0905 — Alternate Name; Noncomplying Name Of Foreign Limited Partnership.
- Section 321.0906 — Revocation Of Certificate Of Authority.
- Section 321.0907 — Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate.
- Section 321.0908 — Action By Attorney General.
- Section 321.0909 — Name Changes Filed In Home State.
- Section 321.1001 — Direct Action By Partner.
- Section 321.1002 — Derivative Action.
- Section 321.1003 — Proper Plaintiff.
- Section 321.1004 — Pleading.
- Section 321.1005 — Proceeds And Expenses.
- Section 321.1101 — Definitions.
- Section 321.1102 — Conversion.
- Section 321.1103 — Action On Plan Of Conversion By Converting Limited Partnership.
- Section 321.1104 — Filings Required For Conversion; Effective Date.
- Section 321.1105 — Effect Of Conversion.
- Section 321.1106 — Merger.
- Section 321.1107 — Action On Plan Of Merger By Constituent Limited Partnership.
- Section 321.1108 — Filings Required For Merger; Effective Date.
- Section 321.1109 — Effect Of Merger.
- Section 321.1110 — Restrictions On Approval Of Conversions And Mergers And On Relinquishing Lllp Status.
- Section 321.1111 — Liability Of General Partner After Conversion Or Merger.
- Section 321.1112 — Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger.
- Section 321.1113 — Chapter Not Exclusive.
- Section 321.1114 — Conflict Relating To Merger Or Conversion.
- Section 321.1115 — Domestication.
- Section 321.1116 — Action On Plan Of Domestication By Domesticating Limited Partnership.
- Section 321.1117 — Filings Required For Domestication; Effective Date.
- Section 321.1118 — Effect Of Domestication.
- Section 321.1119 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
- Section 321.1201 — Uniformity Of Application And Construction.
- Section 321.1202 — Severability Clause.
- Section 321.1203 — Relation To Electronic Signatures In Global And National Commerce Act.
- Section 321.1206 — Application To Existing Relationships.
- Section 321.1207 — Savings Clause.
- Section 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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