Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 321 — Uniform Limited Partnership Act 2001

Section 321.0206 — Delivery To And Filing Of Records By Secretary Of State; Effective Time And Date. - (a) A record authorized or required to be delivered to...

Section 321.0207 — Correcting Filed Record. - A limited partnership or foreign limited partnership may deliver to...

Section 321.0208 — Liability For False Information In Filed Record. - (a) If a record delivered to the secretary of state...

Section 321.0210 — Annual Renewal For Secretary Of State. - (a) Subject to subsection (b): (1) in each calendar year...

Section 321.0301 — Becoming Limited Partner. - A person becomes a limited partner: (1) as provided in...

Section 321.0302 — No Right Or Power As Limited Partner To Bind Limited Partnership. - A limited partner does not have the right or the...

Section 321.0303 — No Liability As Limited Partner For Limited Partnership Obligations. - An obligation of a limited partnership, whether arising in contract,...

Section 321.0304 — Right Of Limited Partner And Former Limited Partner To Information. - (a) On ten days' demand, made in a record received...

Section 321.0305 — Limited Duties Of Limited Partners. - (a) A limited partner does not have any fiduciary duty...

Section 321.0306 — Person Erroneously Believing Self To Be Limited Partner. - (a) Except as otherwise provided in subsection (b), a person...

Section 321.0401 — Becoming General Partner. - A person becomes a general partner: (1) as provided in...

Section 321.0402 — General Partner Agent Of Limited Partnership. - (a) Each general partner is an agent of the limited...

Section 321.0403 — Limited Partnership Liable For General Partner's Actionable Conduct. - (a) A limited partnership is liable for loss or injury...

Section 321.0404 — General Partner's Liability. - (a) Except as otherwise provided in subsections (b) and (c),...

Section 321.0405 — Actions By And Against Partnership And Partners. - (a) To the extent not inconsistent with section 321.0404, a...

Section 321.0406 — Management Rights Of General Partner. - (a) Each general partner has equal rights in the management...

Section 321.0407 — Right Of General Partner And Former General Partner To Information. - (a) A general partner, without having any particular purpose for...

Section 321.0408 — General Standards Of General Partner's Conduct. - (a) The only fiduciary duties that a general partner has...

Section 321.0409 — Transfer Of Partnership Property. - (a) Subject to the effect of a notification effective under...

Section 321.0501 — Form Of Contribution. - A contribution of a partner may consist of tangible or...

Section 321.0502 — Liability For Contribution. - (a) A partner's obligation to contribute money or other property...

Section 321.0503 — Sharing Of Distributions. - A distribution by a limited partnership must be shared among...

Section 321.0504 — Interim Distributions. - A partner does not have a right to any distribution...

Section 321.0505 — No Distribution On Account Of Dissociation. - A person does not have a right to receive a...

Section 321.0506 — Distribution In Kind. - A partner does not have a right to demand or...

Section 321.0507 — Right To Distribution. - When a partner or transferee becomes entitled to receive a...

Section 321.0508 — Limitations On Distribution. - (a) A limited partnership may not make a distribution in...

Section 321.0509 — Liability For Improper Distributions. - (a) A general partner that consents to a distribution made...

Section 321.0601 — Dissociation As Limited Partner. - (a) A person does not have a right to dissociate...

Section 321.0602 — Effect Of Dissociation As Limited Partner. - (a) Upon a person's dissociation as a limited partner: (1)...

Section 321.0603 — Dissociation As General Partner. - A person is dissociated from a limited partnership as a...

Section 321.0604 — Person's Power To Dissociate As General Partner; Wrongful Dissociation. - (a) A person has the power to dissociate as a...

Section 321.0605 — Effect Of Dissociation As General Partner. - (a) Upon a person's dissociation as a general partner: (1)...

Section 321.0606 — Power To Bind And Liability To Limited Partnership Before Dissolution Of Partnership Of Person Dissociated As General Partner. - (a) After a person is dissociated as a general partner...

Section 321.0607 — Liability To Other Persons Of Person Dissociated As General Partner. - (a) A person's dissociation as a general partner does not...

Section 321.0701 — Partner's Transferable Interest. - The only interest of a partner which is transferable is...

Section 321.0702 — Transfer Of Partner's Transferable Interest. - (a) A transfer, in whole or in part, of a...

Section 321.0703 — Rights Of Creditor Of Partner Or Transferee. - (a) On application to a court of competent jurisdiction by...

Section 321.0704 — Power Of Estate Of Deceased Partner. - If a partner dies, the deceased partner's personal representative or...

Section 321.0801 — Nonjudicial Dissolution. - Except as otherwise provided in section 321.0802, a limited partnership...

Section 321.0802 — Judicial Dissolution. - On application by a partner the district court may order...

Section 321.0803 — Winding Up. - (a) A limited partnership continues after dissolution only for the...

Section 321.0804 — Power Of General Partner And Person Dissociated As General Partner To Bind Partnership After Dissolution. - (a) A limited partnership is bound by a general partner's...

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. - (a) If a general partner having knowledge of the dissolution...

Section 321.0806 — Known Claims Against Dissolved Limited Partnership. - (a) A dissolved limited partnership may dispose of the known...

Section 321.0807 — Other Claims Against Dissolved Limited Partnerships. - (a) A dissolved limited partnership may publish notice of its...

Section 321.0808 — Liability Of General Partner And Person Dissociated As General Partner When Claim Against Limited Partnership Barred. - If a claim against a dissolved limited partnership is barred...

Section 321.0809 — Administrative Dissolution. - (a) A limited partnership that has failed to deliver for...

Section 321.0810 — Reinstatement Following Administrative Dissolution Or Revocation. - (a) A limited partnership that has been administratively dissolved or...

Section 321.0812 — Disposition Of Assets; When Contributions Required. - (a) In winding up a limited partnership's activities, the assets...

Section 321.0901 — Governing Law. - (a) The laws of the state or other jurisdiction under...

Section 321.0902 — Application For Certificate Of Authority. - A foreign limited partnership may apply for a certificate of...

Section 321.0903 — Activities Not Constituting Transacting Business. - (a) Activities of a foreign limited partnership which do not...

Section 321.0904 — Filing Of Certificate Of Authority. - Unless the secretary of state determines that an application for...

Section 321.0905 — Alternate Name; Noncomplying Name Of Foreign Limited Partnership. - (a) A foreign limited partnership may choose to adopt an...

Section 321.0906 — Revocation Of Certificate Of Authority. - (a) A foreign limited partnership that has failed to deliver...

Section 321.0907 — Cancellation Of Certificate Of Authority; Effect Of Failure To Have Certificate. - (a) In order to cancel its certificate of authority to...

Section 321.0908 — Action By Attorney General. - The attorney general may maintain an action to restrain a...

Section 321.0909 — Name Changes Filed In Home State. - A foreign limited partnership shall notify the secretary of state...

Section 321.1001 — Direct Action By Partner. - (a) Subject to subsection (b), a partner may maintain a...

Section 321.1002 — Derivative Action. - A partner may maintain a derivative action to enforce a...

Section 321.1003 — Proper Plaintiff. - A derivative action may be maintained only by a person...

Section 321.1004 — Pleading. - In a derivative action, the complaint must state with particularity:...

Section 321.1005 — Proceeds And Expenses. - (a) Except as otherwise provided in subsection (b): (1) any...

Section 321.1101 — Definitions. - In this article: (1) "Constituent limited partnership" means a constituent...

Section 321.1102 — Conversion. - Subdivision 1. Conversion requirements. Pursuant to this section, sections 321.1103...

Section 321.1103 — Action On Plan Of Conversion By Converting Limited Partnership. - Subdivision 1. Consent required. Subject to section 321.1110, a plan...

Section 321.1104 — Filings Required For Conversion; Effective Date. - Subdivision 1. Articles of conversion. After a plan of conversion...

Section 321.1105 — Effect Of Conversion. - Subdivision 1. Same entity. An organization that has been converted...

Section 321.1106 — Merger. - (a) A limited partnership may merge with one or more...

Section 321.1107 — Action On Plan Of Merger By Constituent Limited Partnership. - (a) Subject to section 321.1110, a plan of merger must...

Section 321.1108 — Filings Required For Merger; Effective Date. - (a) After each constituent organization has approved a merger, articles...

Section 321.1109 — Effect Of Merger. - (a) When a merger becomes effective: (1) the surviving organization...

Section 321.1110 — Restrictions On Approval Of Conversions And Mergers And On Relinquishing Lllp Status. - (a) If a partner of a converting or constituent limited...

Section 321.1111 — Liability Of General Partner After Conversion Or Merger. - (a) A conversion or merger under this article does not...

Section 321.1112 — Power Of General Partners And Persons Dissociated As General Partners To Bind Organization After Conversion Or Merger. - (a) An act of a person that immediately before a...

Section 321.1113 — Chapter Not Exclusive. - This chapter does not preclude an entity from being converted...

Section 321.1114 — Conflict Relating To Merger Or Conversion. - If a partnership governed by chapter 323A participates in a...

Section 321.1115 — Domestication. - Subdivision 1. Foreign limited partnership. A foreign limited partnership may...

Section 321.1116 — Action On Plan Of Domestication By Domesticating Limited Partnership. - Subdivision 1. Consent required. A plan of domestication must be...

Section 321.1117 — Filings Required For Domestication; Effective Date. - Subdivision 1. Articles of domestication. After a plan of domestication...

Section 321.1118 — Effect Of Domestication. - Subdivision 1. Effect on domesticating company. When a domestication takes...

Section 321.1119 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications. - Subdivision 1. Personal liability of partner. If a partner of...

Section 321.1201 — Uniformity Of Application And Construction. - In applying and construing this chapter, consideration must be given...

Section 321.1202 — Severability Clause. - If any provision of this chapter or its application to...

Section 321.1203 — Relation To Electronic Signatures In Global And National Commerce Act. - This chapter modifies, limits, or supersedes the federal Electronic Signatures...

Section 321.1206 — Application To Existing Relationships. - (a) Beginning January 1, 2005, no person may use chapter...

Section 321.1207 — Savings Clause. - This chapter does not affect an action commenced, proceeding brought,...

Section 321.1208 — Effect Of Designation. - Except as otherwise provided in this chapter, a limited partnership...

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Minnesota Statutes Chapters 300 - 323A — Business, Social, And Charitable Organizations Chapter 321 — Uniform Limited Partnership Act 2001

Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 321 — Uniform Limited Partnership Act 2001