Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 323A — Uniform Partnership Act Of 1994

Section 323A.0101 — Definitions. - In this chapter: (1) "Business" includes every trade, occupation, and...

Section 323A.0102 — Knowledge And Notice. - (a) A person knows a fact if the person has...

Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions. - (a) Except as otherwise provided in subsection (b), relations among...

Section 323A.0104 — Supplemental Principles Of Law. - (a) Unless displaced by particular provisions of this chapter, the...

Section 323A.0105 — Execution, Filing, And Recording Of Statements. - (a) A statement may be filed in the office of...

Section 323A.0106 — Governing Law. - (a) Except as otherwise provided in subsection (b), the law...

Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter. - A partnership governed by this chapter is subject to any...

Section 323A.0201 — Partnership As Entity. - (a) A partnership is an entity distinct from its partners....

Section 323A.0202 — Formation Of Partnership. - (a) Except as otherwise provided in subsection (b), the association...

Section 323A.0203 — Partnership Property. - Property acquired by a partnership is property of the partnership...

Section 323A.0204 — When Property Is Partnership Property. - (a) Property is partnership property if acquired in the name...

Section 323A.0301 — Partner Agent Of Partnership. - Subject to the effect of a statement of partnership authority...

Section 323A.0302 — Transfer Of Partnership Property. - (a) Partnership property may be transferred as follows: (1) Subject...

Section 323A.0303 — Statement Of Partnership Authority. - (a) A partnership may file a statement of partnership authority,...

Section 323A.0304 — Statement Of Denial. - A partner or other person named as a partner in...

Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct. - (a) A partnership is liable for loss or injury caused...

Section 323A.0306 — Partner's Liability. - (a) Except as otherwise provided in subsections (b) and (c),...

Section 323A.0307 — Actions By And Against Partnership And Partners. - (a) A partnership may sue and be sued in the...

Section 323A.0308 — Liability Of Purported Partner. - (a) If a person, by words or conduct, purports to...

Section 323A.0401 — Partner's Rights And Duties. - (a) Each partner is deemed to have an account that...

Section 323A.0402 — Distributions In Kind. - A partner has no right to receive, and may not...

Section 323A.0403 — Partner's Rights And Duties With Respect To Information. - (a) A partnership shall keep its books and records, if...

Section 323A.0404 — General Standards Of Partner's Conduct. - (a) The only fiduciary duties a partner owes to the...

Section 323A.0405 — Actions By Partnership And Partners. - (a) A partnership may maintain an action against a partner...

Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking. - (a) If a partnership for a definite term or particular...

Section 323A.0501 — Partner Not Co-owner Of Partnership Property. - A partner is not a co-owner of partnership property and...

Section 323A.0502 — Partner's Transferable Interest In Partnership. - The only transferable interest of a partner in the partnership...

Section 323A.0503 — Transfer Of Partner's Transferable Interest. - (a) A transfer, in whole or in part, of a...

Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order. - (a) On application by a judgment creditor of a partner...

Section 323A.0601 — Events Causing Partner's Dissociation. - A partner is dissociated from a partnership upon the occurrence...

Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation. - (a) A partner has the power to dissociate at any...

Section 323A.0603 — Effect Of Partner's Dissociation. - (a) If a partner's dissociation results in a dissolution and...

Section 323A.0701 — Purchase Of Dissociated Partner's Interest. - (a) If a partner is dissociated from a partnership without...

Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership. - (a) For two years after a partner dissociates without resulting...

Section 323A.0703 — Dissociated Partner's Liability To Other Persons. - (a) A partner's dissociation does not of itself discharge the...

Section 323A.0704 — Statement Of Dissociation. - (a) A dissociated partner or the partnership may file a...

Section 323A.0705 — Continued Use Of Partnership Name. - Continued use of a partnership name, or a dissociated partner's...

Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business. - A partnership is dissolved, and its business must be wound...

Section 323A.0802 — Partnership Continues After Dissolution. - (a) Subject to subsection (b), a partnership continues after dissolution...

Section 323A.0803 — Right To Wind Up Partnership Business. - (a) After dissolution, a partner who has not wrongfully dissociated...

Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution. - Subject to section 323A.0805, a partnership is bound by a...

Section 323A.0805 — Statement Of Dissolution. - (a) After dissolution, a partner who has not wrongfully dissociated...

Section 323A.0806 — Partner's Liability To Other Partners After Dissolution. - (a) Except as otherwise provided in subsection (b) and section...

Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners. - (a) In winding up a partnership's business, the assets of...

Section 323A.0901 — Definitions. - In sections 323A.0901 to 323A.0914: (1) "General partner" means a...

Section 323A.0902 — Conversions. - Subdivision 1. Conversion requirements. Pursuant to this section, sections 323A.0905...

Section 323A.0903 — Filings Required For Conversion; Effective Date And Time. - Subdivision 1. Articles of conversion. After a plan of conversion...

Section 323A.0904 — Effect Of Conversion. - Subdivision 1. Same entity. An organization that has been converted...

Section 323A.0905 — Merger Of Partnerships. - (a) Pursuant to a plan of merger approved as provided...

Section 323A.0906 — Effect Of Merger. - (a) When a merger takes effect: (1) the separate existence...

Section 323A.0907 — Statement Of Merger. - (a) After a merger under sections 323A.0905 to 323A.0907, the...

Section 323A.0910 — Domestication. - Subdivision 1. Foreign partnership. A foreign partnership may become a...

Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership. - Subdivision 1. Consent required. A plan of domestication must be...

Section 323A.0912 — Filings Required For Domestication; Effective Date. - Subdivision 1. Articles of domestication. After a plan of domestication...

Section 323A.0913 — Effect Of Domestication. - Subdivision 1. Effect on domesticating partnership. When a domestication takes...

Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications. - Subdivision 1. Personal liability of member. If a partner of...

Section 323A.1001 — Statement Of Qualification. - (a) A partnership may become a limited liability partnership pursuant...

Section 323A.1002 — Name. - The name of a limited liability partnership must meet the...

Section 323A.1003 — Annual Renewal. - (a) Each calendar year beginning in the calendar year following...

Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent. - If a limited liability partnership is required to list an...

Section 323A.1101 — Law Governing Foreign Limited Liability Partnership. - (a) The law under which a foreign limited liability partnership...

Section 323A.1102 — Statement Of Foreign Qualification. - (a) Before transacting business in this state, a foreign limited...

Section 323A.1103 — Effect Of Failure To Qualify. - (a) A foreign limited liability partnership transacting business in this...

Section 323A.1104 — Activities Not Constituting Transacting Business. - (a) Activities of a foreign limited liability partnership which do...

Section 323A.1105 — Action By Attorney General. - The attorney general may maintain an action to restrain a...

Section 323A.1201 — Short Title. - This chapter may be cited as the "Uniform Partnership Act...

Section 323A.1202 — Applicability. - (a) Before January 1, 2002, chapter 323A governs only a...

Section 323A.1203 — Effect Of Designation. - Except as otherwise provided in this chapter, a partnership remains...