Subdivision 1. Conversion requirements. Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably dedicated to a charitable purpose may convert to a partnership, and a partnership may convert to an organization other than a foreign partnership, or a corporation governed by chapter 304A, if:
(1) the other organization's governing statute authorizes the conversion;
(2) the conversion is not prohibited by other law of this state or the law of the jurisdiction that enacted the other organization's governing statute; and
(3) the other organization complies with its governing statute in effecting the conversion.
Subd. 2. Contents of plan of conversion. A plan of conversion must be in a record and must include:
(1) the name and form of the organization and the jurisdiction of the organization's governing statute before conversion;
(2) the name and form of the organization and the jurisdiction of the organization's governing statute after conversion;
(3) the terms and conditions of the conversion, including the manner and basis for converting interests in the converting organization into any combination of money, interests in the converted organization, and other consideration; and
(4) the organizational documents of the converted organization that are, or are proposed to be, in a record.
Subd. 3. Member consent required. A plan of conversion must be consented to by all the partners of a converting partnership or by a number or percentage specified for conversion in the partnership agreement.
Subd. 4. Amendment of plan or abandonment of conversion. Subject to any contractual rights, after a conversion is approved, and at any time before articles of conversion are delivered to the secretary of state for filing under section 323A.0903, a converting partnership may amend the plan or abandon the conversion:
(1) as provided in the plan; or
(2) except as otherwise prohibited in the plan, by the same consent as was required to approve the plan.
1997 c 174 art 9 s 46; 2007 c 13 art 3 s 21; 2018 c 103 s 33
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 323A — Uniform Partnership Act Of 1994
Section 323A.0101 — Definitions.
Section 323A.0102 — Knowledge And Notice.
Section 323A.0103 — Effect Of Partnership Agreement; Nonwaivable Provisions.
Section 323A.0104 — Supplemental Principles Of Law.
Section 323A.0105 — Execution, Filing, And Recording Of Statements.
Section 323A.0106 — Governing Law.
Section 323A.0107 — Partnership Subject To Amendment Or Repeal Of Chapter.
Section 323A.0201 — Partnership As Entity.
Section 323A.0202 — Formation Of Partnership.
Section 323A.0203 — Partnership Property.
Section 323A.0204 — When Property Is Partnership Property.
Section 323A.0301 — Partner Agent Of Partnership.
Section 323A.0302 — Transfer Of Partnership Property.
Section 323A.0303 — Statement Of Partnership Authority.
Section 323A.0304 — Statement Of Denial.
Section 323A.0305 — Partnership Liable For Partner's Actionable Conduct.
Section 323A.0306 — Partner's Liability.
Section 323A.0307 — Actions By And Against Partnership And Partners.
Section 323A.0308 — Liability Of Purported Partner.
Section 323A.0401 — Partner's Rights And Duties.
Section 323A.0402 — Distributions In Kind.
Section 323A.0403 — Partner's Rights And Duties With Respect To Information.
Section 323A.0404 — General Standards Of Partner's Conduct.
Section 323A.0405 — Actions By Partnership And Partners.
Section 323A.0406 — Continuation Of Partnership Beyond Definite Term Or Particular Undertaking.
Section 323A.0501 — Partner Not Co-owner Of Partnership Property.
Section 323A.0502 — Partner's Transferable Interest In Partnership.
Section 323A.0503 — Transfer Of Partner's Transferable Interest.
Section 323A.0504 — Partner's Transferable Interest Subject To Charging Order.
Section 323A.0601 — Events Causing Partner's Dissociation.
Section 323A.0602 — Partner's Power To Dissociate; Wrongful Dissociation.
Section 323A.0603 — Effect Of Partner's Dissociation.
Section 323A.0701 — Purchase Of Dissociated Partner's Interest.
Section 323A.0702 — Dissociated Partner's Power To Bind And Liability To Partnership.
Section 323A.0703 — Dissociated Partner's Liability To Other Persons.
Section 323A.0704 — Statement Of Dissociation.
Section 323A.0705 — Continued Use Of Partnership Name.
Section 323A.0801 — Events Causing Dissolution And Winding Up Of Partnership Business.
Section 323A.0802 — Partnership Continues After Dissolution.
Section 323A.0803 — Right To Wind Up Partnership Business.
Section 323A.0804 — Partner's Power To Bind Partnership After Dissolution.
Section 323A.0805 — Statement Of Dissolution.
Section 323A.0806 — Partner's Liability To Other Partners After Dissolution.
Section 323A.0807 — Settlement Of Accounts And Contributions Among Partners.
Section 323A.0901 — Definitions.
Section 323A.0902 — Conversions.
Section 323A.0903 — Filings Required For Conversion; Effective Date And Time.
Section 323A.0904 — Effect Of Conversion.
Section 323A.0905 — Merger Of Partnerships.
Section 323A.0906 — Effect Of Merger.
Section 323A.0907 — Statement Of Merger.
Section 323A.0910 — Domestication.
Section 323A.0911 — Action On Plan Of Domestication By Domesticating Partnership.
Section 323A.0912 — Filings Required For Domestication; Effective Date.
Section 323A.0913 — Effect Of Domestication.
Section 323A.0914 — Restrictions On Approval Of Mergers, Exchanges, Conversions, And Domestications.
Section 323A.1001 — Statement Of Qualification.
Section 323A.1003 — Annual Renewal.
Section 323A.1004 — Revocation For Failure To Replace A Required Registered Agent.
Section 323A.1101 — Law Governing Foreign Limited Liability Partnership.
Section 323A.1102 — Statement Of Foreign Qualification.
Section 323A.1103 — Effect Of Failure To Qualify.
Section 323A.1104 — Activities Not Constituting Transacting Business.
Section 323A.1105 — Action By Attorney General.
Section 323A.1201 — Short Title.