(a) Beginning January 1, 2005, no person may use chapter 322A to form an entity.
(b) Before January 1, 2007, this chapter governs only:
(1) a limited partnership formed on or after January 1, 2005; and
(2) except as otherwise provided in subsection (d):
(i) a limited partnership formed under chapter 322A which elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter; and
(ii) a limited partnership formed under chapter 322, if the limited partnership elects pursuant to subsection (f) to be subject to this chapter.
(c) Except as otherwise provided in subsection (d), on and after January 1, 2007, this chapter governs:
(1) any limited partnership formed under chapter 322A which has not previously elected to be governed by this chapter and is still in existence on January 1, 2007; and
(2) all limited partnerships, except for limited partnerships formed under chapter 322 that have not previously elected to become governed by this chapter or chapter 322A, including each limited partnership formed under chapter 322A which has previously elected to become governed by this chapter and each limited partnership formed under chapter 322 which has elected, previously or otherwise, to be governed by this chapter.
(d) With respect to a limited partnership formed before January 1, 2005, the following rules apply except as the partners otherwise elect in the manner provided in the partnership agreement or by law for amending the partnership agreement:
(1) section 321.0104(c) does not apply and the limited partnership has whatever duration it had under the law applicable immediately before the limited partnership became subject to this chapter, as reflected solely in the certificate of limited partnership and amendments to it, notwithstanding other notations in the record of the secretary of state;
(2) the limited partnership is not required to amend its certificate of limited partnership to comply with section 321.0201(a)(4);
(3) sections 321.0601 and 321.0602 do not apply and a limited partner has the same right and power to dissociate from the limited partnership, with the same consequences, as existed immediately before the limited partnership became subject to this chapter;
(4) section 321.0603(4) does not apply;
(5) section 321.0603(5) does not apply and a court has the same power to expel a general partner as the court had immediately before the limited partnership became subject to this chapter; and
(6) section 321.0801(3) does not apply and the connection between a person's dissociation as a general partner and the dissolution of the limited partnership is the same as existed immediately before the limited partnership became subject to this chapter.
(e) If subsection (c) causes a limited partnership that is a limited liability limited partnership under section 322A.88 to become subject to this chapter:
(1) if immediately before the limited partnership that is a limited liability limited partnership under section 322A.88 became subject to this chapter its name complied with section 322A.02, the limited partnership may maintain its name even if the name does not comply with section 321.0108(c); and
(2) the statement of qualification of the limited partnership that is a limited liability limited partnership under section 322A.88, on file with the secretary of state pursuant to section 322A.88(a)(2), is deemed to amend the limited partnership's certificate of limited partnership to state that the limited partnership is a limited liability limited partnership.
(f) On or after January 1, 2005, a limited partnership formed under chapter 322 may become subject to this chapter if:
(1) it elects, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be subject to this chapter;
(2) neither its certificate of limited partnership nor its partnership agreement prohibit the election;
(3) its certificate of limited partnership, on file with the county recorder, is amended to state the election and, as may be necessary, to comply with this chapter; and
(4) a certified copy of the amended certificate of limited partnership, and of all other limited partnership documents previously filed with the county recorder, is filed with the secretary of state.
2004 c 199 art 12 s 104; 2008 c 233 art 2 s 1; 2013 c 110 s 6
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.