Minnesota Statutes
Chapter 321 — Uniform Limited Partnership Act 2001
Section 321.0103 — Knowledge And Notice.

(a) A person knows a fact if the person has actual knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it;
(3) has reason to know it exists from all of the facts known to the person at the time in question; or
(4) has notice of it under subsection (c) or (d).
(c) A certificate of limited partnership on file in the Office of the Secretary of State is notice that the partnership is a limited partnership and the persons designated in the certificate as general partners are general partners. Except as otherwise provided in subsections (d) and (i), the certificate is not notice of any other fact.
(d) Subject to subsection (i), a person has notice of:
(1) another person's dissociation as a general partner, 90 days after the effective date of a filed amendment to the certificate of limited partnership which states that the other person has dissociated or 90 days after the effective date of a filed statement of dissociation pertaining to the other person, whichever occurs first;
(2) a limited partnership's dissolution, 90 days after the effective date of a filed amendment to the certificate of limited partnership stating that the limited partnership is dissolved;
(3) a limited partnership's termination, 90 days after the effective date of a filed statement of termination;
(4) a limited partnership's conversion under article 11, 90 days after the effective date of the filed articles of conversion; or
(5) a merger under article 11, 90 days after the effective date of the filed articles of merger.
(e) A person notifies or gives a notification to another person by taking steps reasonably required to inform the other person in ordinary course, whether or not the other person learns of it.
(f) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is delivered at the person's place of business or at any other place held out by the person as a place for receiving communications.
(g) Except as otherwise provided in subsection (h), a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when the individual conducting the transaction for the person knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to the individual's attention if the person had exercised reasonable diligence. A person other than an individual exercises reasonable diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction for the person and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(h) A general partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is effective immediately as knowledge of, notice to, or receipt of a notification by the limited partnership, except in the case of a fraud on the limited partnership committed by or with the consent of the general partner. A limited partner's knowledge, notice, or receipt of a notification of a fact relating to the limited partnership is not effective as knowledge of, notice to, or receipt of a notification by the limited partnership.
(i) Notice otherwise effective under subsection (d) does not affect the power of a person to transfer real property held in the name of a limited partnership unless at the time of transfer a certified copy of the relevant statement, amendment, or articles, as filed with the secretary of state, has been recorded in the office of the county recorder in the county in which the real property affected by the statement, amendment, or articles is located or, if the real property is registered under chapter 508 or 508A, memorialized on the certificate of title for that property.
2004 c 199 art 1 s 3

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.