(a) A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by the secretary of state, and be delivered to the secretary of state. Unless the secretary of state determines that a record does not comply with the filing requirements of this chapter, and if the appropriate filing fees have been paid, the secretary of state shall file the record and:
(1) for a statement of dissociation, send:
(A) a copy of the filed statement to the person which the statement indicates has dissociated as a general partner; and
(B) a copy of the filed statement to the limited partnership;
(2) for a statement of withdrawal, send:
(A) a copy of the filed statement to the person on whose behalf the record was filed; and
(B) if the statement refers to an existing limited partnership, a copy of the filed statement to the limited partnership; and
(3) for all other records, send a copy of the filed record to the person on whose behalf the record was filed.
(b) Upon request and payment of a fee, the secretary of state shall send to the requester a certified copy of the requested record.
(c) Except as otherwise provided in sections 321.0116 and 321.0207, a record delivered to the secretary of state for filing under this chapter may specify an effective time and a delayed effective date. Except as otherwise provided in this chapter, a record filed by the secretary of state is effective:
(1) if the record does not specify an effective time and does not specify a delayed effective date, on the date and at the time the record is filed as evidenced by the secretary of state's endorsement of the date and time on the record;
(2) if the record specifies an effective time but not a delayed effective date, on the date the record is filed at the time specified in the record;
(3) if the record specifies a delayed effective date but not an effective time, at 12:01 a.m. on the earlier of:
(A) the specified date; or
(B) the 30th day after the record is filed; or
(4) if the record specifies an effective time and a delayed effective date, at the specified time on the earlier of:
(A) the specified date; or
(B) the 30th day after the record is filed.
(d) The appropriate fees for filings under this chapter are:
(1) for filing a certificate of limited partnership, $100;
(2) for filing an amended certificate of limited partnership, $50;
(3) for filing a name reservation for a limited partnership name, $35;
(4) for filing any other record, other than the annual renewal required by section 321.0210, for which no fee must be charged, required or permitted to be delivered for filing, $50;
(5) for filing a certificate requesting authority to transact business in Minnesota as a foreign limited partnership, $100;
(6) for filing an application of reinstatement, $25;
(7) for filing a name reservation for a foreign limited partnership name, $35; and
(8) for filing any other record, other than the annual renewal required by section 321.0210, for which no fee must be charged, required or permitted to be delivered for filing on a foreign limited partnership authorized to transact business in Minnesota, $50.
2004 c 199 art 2 s 24; 2007 c 148 art 2 s 56; 2009 c 101 art 2 s 80
Structure 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 321.0106 — Governing Law.
Section 321.0107 — Supplemental Principles Of Law; Rate Of Interest.
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 321.0607 — 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 321.0806 — Known Claims Against Dissolved Limited Partnership.
Section 321.0807 — Other Claims Against Dissolved Limited Partnerships.
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 321.1005 — 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 321.1107 — 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 321.1111 — Liability Of General Partner 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.