(a) Before transacting business in this state, a foreign limited liability partnership must file a statement of foreign qualification. The statement must contain:
(1) the name of the foreign limited liability partnership which satisfies the requirements of the state or other jurisdiction under whose law it is formed and ends with "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP." A foreign limited liability partnership may use an alternate name to transact business in the state if it lists the alternate name in the statement;
(2) the street address, including the zip code, of the partnership's chief executive office and, if different, the street address, including the zip code, of an office of the partnership in this state, if any;
(3) if there is no office of the partnership in this state, the name and street address, including the zip code, of the partnership's agent for service of process. If an agent for service of process is listed, the limited liability partnership shall comply with section 5.36;
(4) a deferred effective date, if any; and
(5) the name of the jurisdiction under whose law the foreign limited liability partnership was originally registered.
(b) The agent of a foreign limited liability company for service of process must be an individual who is a resident of this state or other person authorized to do business in this state.
(c) The status of a partnership as a foreign limited liability partnership is effective on the later of the filing of the statement of foreign qualification or a date specified in the statement. The status remains effective, regardless of changes in the partnership, until it is canceled pursuant to section 323A.0105(d) or revoked pursuant to section 323A.1003.
(d) An amendment or cancellation of a statement of foreign qualification is effective when it is filed or on a deferred effective date specified in the amendment or cancellation.
(e) A statement of foreign qualification may include the information necessary to make an election under section 319B.04, subdivision 2, and to update that information as provided in section 319B.04, subdivision 3.
1997 c 174 art 11 s 57; 1999 c 85 art 3 s 16; 2002 c 311 art 4 s 3; 2008 c 203 s 13; 2010 c 250 art 2 s 28; 2011 c 106 s 24; 2013 c 110 s 7
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.