Minnesota Statutes
Chapter 321 — Uniform Limited Partnership Act 2001
Section 321.0102 — Definitions.

In this chapter:
(1) "Certificate of limited partnership" means the certificate required by section 321.0201. The term includes the certificate as amended or restated.
(2) "Contribution," except in the phrase "right of contribution," means any benefit provided by a person to a limited partnership in order to become a partner or in the person's capacity as a partner.
(3) "Debtor in bankruptcy" means a person that is the subject of:
(A) an order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
(B) a comparable order under federal, state, or foreign law governing insolvency.
(4) "Designated office" means:
(A) with respect to a limited partnership, the office that the limited partnership is required to designate and maintain under section 321.0114; and
(B) with respect to a foreign limited partnership, its principal office.
(5) "Distribution" means a transfer of money or other property from a limited partnership to a partner in the partner's capacity as a partner or to a transferee on account of a transferable interest owned by the transferee.
(6) "Foreign limited liability limited partnership" means a foreign limited partnership whose general partners have limited liability for the obligations of the foreign limited partnership under a provision similar to section 321.0404(c).
(7) "Foreign limited partnership" means a partnership formed under the laws of a jurisdiction other than this state and required by those laws to have one or more general partners and one or more limited partners. The term includes a foreign limited liability limited partnership.
(8) "General partner" means:
(A) with respect to a limited partnership, a person that:
(i) becomes a general partner under section 321.0401 and has not become dissociated as a general partner under section 321.0603; or
(ii) was a general partner in a limited partnership when the limited partnership became subject to this chapter under section 321.1206(b), (c), or (f) and has not become dissociated as a general partner under section 321.0603; and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a general partner in a limited partnership.
(9) "Limited liability limited partnership," except in the phrases "foreign limited liability limited partnership" and "limited partnership that is a limited liability limited partnership under section 322A.88," means:
(A) a limited partnership whose certificate of limited partnership states that the limited partnership is a limited liability limited partnership; or
(B) a limited partnership that:
(i) became subject to this chapter under section 321.1206(b), (c), or (f);
(ii) immediately before becoming subject to this chapter was a limited liability limited partnership under section 322A.88; and
(iii) since becoming subject to this chapter has not amended its certificate of limited partnership to state that it is not a limited liability limited partnership.
(10) "Limited partner" means:
(A) with respect to a limited partnership, a person that:
(i) becomes a limited partner under section 321.0301 and has not become dissociated as a limited partner under section 321.0601; or
(ii) was a limited partner in a limited partnership when the limited partnership became subject to this chapter under section 321.1206(b), (c), or (f) and has not become dissociated as a limited partner under section 321.0601; and
(B) with respect to a foreign limited partnership, a person that has rights, powers, and obligations similar to those of a limited partner in a limited partnership.
(11) "Limited partnership," except in the phrases "foreign limited partnership," "foreign limited liability limited partnership," "limited partnership formed under chapter 322," "limited partnership formed under chapter 322A," and "limited partnership that is a limited liability limited partnership under chapter 322A," means an entity, having one or more general partners and one or more limited partners, which is formed under this chapter by two or more persons or becomes subject to this chapter under article 11 or section 321.1206(b), (c), or (f). The term includes a limited liability limited partnership.
(12) "Partner" means a limited partner or general partner.
(13) "Partnership agreement" means the partners' agreement, whether oral, implied, in a record, or in any combination, concerning the limited partnership. The term includes the agreement as amended.
(14) "Person" means an individual, corporation, business trust, estate, trust, partnership, limited liability company, association, joint venture, government; governmental subdivision, agency, or instrumentality; public corporation, or any other legal or commercial entity.
(15) "Person dissociated as a general partner" means a person dissociated as a general partner of a limited partnership.
(16) "Principal office" means the office where the principal executive office of a limited partnership or foreign limited partnership is located, whether or not the office is located in this state.
(17) "Record" means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.
(18) "Required information" means the information that a limited partnership is required to maintain under section 321.0111.
(19) "Sign" means:
(A) to execute or adopt a tangible symbol with the present intent to authenticate a record; or
(B) to attach or logically associate an electronic symbol, sound, or process to or with a record with the present intent to authenticate the record.
(20) "State" means a state of the United States, the District of Columbia, Puerto Rico, the United States Virgin Islands, or any territory or insular possession subject to the jurisdiction of the United States.
(21) "Transfer" includes an assignment, conveyance, deed, bill of sale, lease, mortgage, security interest, encumbrance, gift, and transfer by operation of law.
(22) "Transferable interest" means a partner's right to receive distributions.
(23) "Transferee" means, except in section 321.0409, a person to which all or part of a transferable interest has been transferred, whether or not the transferor is a partner.
2004 c 199 art 1 s 2

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 321 — Uniform Limited Partnership Act 2001

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.