(a) Each calendar year beginning in the calendar year following the calendar year in which a partnership files a statement of qualification or in which a foreign partnership becomes authorized to transact business in this state, the secretary of state may send annually to the partnership or foreign partnership, using the information provided by the limited liability partnership pursuant to section 5.002 or 5.34 or the limited liability partnership statement of qualification, a notice. The notice will announce the need to file the annual renewal and will inform the partnership or foreign partnership that the annual renewal may be filed online and that paper filings may also be made and that failure to file the notice by December 31 will result in the revocation of the statement of qualification of this limited liability partnership.
(b) A limited liability partnership, and a foreign limited liability partnership authorized to transact business in this state, shall file an annual renewal in the office of the secretary of state which contains the information required by section 5.34.
(c) An annual renewal must be filed once each calendar year beginning in the year following the calendar year in which a partnership files a statement of qualification or a foreign partnership becomes authorized to transact business in this state.
(d) The secretary of state must revoke the statement of qualification of a partnership that fails to file an annual renewal when due or pay the required filing fee. The secretary of state must issue a certificate of revocation which must be filed in the office of the secretary of state. The secretary of state must also make available in an electronic format the names of the revoked limited liability companies.
(e) A revocation under subsection (d) only affects a partnership's status as a limited liability partnership and is not an event of dissolution of the partnership.
(f) A partnership whose statement of qualification has been revoked may apply to the secretary of state for reinstatement. A partnership must file an annual renewal to apply for reinstatement and pay a reinstatement fee of $160.
(g) A reinstatement under subsection (f) relates back to and takes effect as of the effective date of the revocation, and the partnership's status as a limited liability partnership continues as if the revocation had never occurred.
1997 c 174 art 10 s 55; 2000 c 395 s 14; 2007 c 148 art 2 s 59; 2009 c 101 art 2 s 84
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.