Subdivision 1. Articles of conversion. After a plan of conversion is approved:
(1) if the converting organization is a converting partnership, the converting partnership shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include:
(i) a statement that the partnership is converting into another organization;
(ii) the name and form of the converted organization and the jurisdiction of its governing statute;
(iii) the time the conversion is effective under the governing statute of the converted organization;
(iv) a statement that the conversion was approved as required by this chapter;
(v) a statement that the conversion was approved as required by the governing statute of the converted organization; and
(vi) if the converted organization is a foreign organization not authorized to transact business in this state, the street address of an office that the secretary of state may use for the purposes of section 323A.0904, subdivision 3; and
(2) if the converting organization is not a converting partnership, the converting organization shall file articles of conversion with the secretary of state, which articles of conversion must be signed as provided in section 323A.0105, and must include:
(i) a statement that the converting organization is converting into a partnership from another organization;
(ii) the name and form of the converting organization and the jurisdiction of its governing statute; and
(iii) a statement that the conversion was approved in a manner that complied with the converting organization's governing statute.
Subd. 2. Effective date and time of conversion. A conversion becomes effective:
(1) if the converted organization is a partnership, when the articles of conversion are filed with the secretary of state or on a later date or later time specified in the articles of conversion; and
(2) if the converted organization is not a partnership, as provided by the governing statute of the converted organization.
Subd. 3. Certificate. The secretary of state shall issue to the converted organization or its legal representative a certificate of conversion.
1997 c 174 art 9 s 47; 2014 c 283 s 3; 2018 c 103 s 34
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.