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Minnesota Statutes, Title Minnesota Statutes

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Minnesota/Statutes

← All Minnesota coverage

Title Minnesota Statutes, Minnesota Statutes

1,133 chapters · 28,363 sections in this title.

All chapters in Title Minnesota Statutes28,363 Ch 336, UNIFORM COMMERCIAL CODE642 Ch 524, UNIFORM PROBATE CODE394 Ch 609, CRIMINAL CODE377 Ch 144, DEPARTMENT OF HEALTH361 Ch 469, ECONOMIC DEVELOPMENT257 Ch 473, METROPOLITAN GOVERNMENT247 Ch 148, PUBLIC HEALTH OCCUPATIONS206 Ch 169, TRAFFIC REGULATIONS200 Ch 256B, MEDICAL ASSISTANCE FOR NEEDY PERSONS196 Ch 60A, GENERAL INSURANCE POWERS195 Ch 13, GOVERNMENT DATA PRACTICES177 Ch 115A, WASTE MANAGEMENT171 Ch 325F, CONSUMER PROTECTION; PRODUCTS AND SALES168 Ch 383B, HENNEPIN COUNTY168

112 sections·Filtered byTitle Minnesota Statutes✕Ch 321✕

Minn. Stat. § 321.0101 SHORT TITLE.
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321.0101 SHORT TITLE. This chapter may be cited as the "Uniform Limited Partnership Act 2001." History: 2004 c 199 art 1 s 1
Minn. Stat. § 321.0102 DEFINITIONS.
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321.0102 DEFINITIONS. In this chapter: (1) "Certificate of limited partnership" means the certificate required by section 321.0201. The term includes the certificate as amended or restated. (2) "Contribution," except in the phrase "right of contribution," means any benefit provid…
Minn. Stat. § 321.0103 KNOWLEDGE AND NOTICE.
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321.0103 KNOWLEDGE AND NOTICE. (a) A person knows a fact if the person has actual knowledge of it. (b) A person has notice of a fact if the person: (1) knows of it; (2) has received a notification of it; (3) has reason to know it exists from all of the facts known to the person a…
Minn. Stat. § 321.0104 NATURE, PURPOSE, AND DURATION OF ENTITY.
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321.0104 NATURE, PURPOSE, AND DURATION OF ENTITY. (a) A limited partnership is an entity distinct from its partners. A limited partnership is the same entity regardless of whether its certificate states that the limited partnership is a limited liability limited partnership. (b) …

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Minn. Stat. § 321.0105 POWERS.

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321.0105 POWERS. A limited partnership has the powers to do all things necessary or convenient to carry on its activities, including the power to sue, be sued, and defend in its own name and to maintain an action against a partner for harm caused to the limited partnership by a b…

Minn. Stat. § 321.0106 GOVERNING LAW.

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321.0106 GOVERNING LAW. The law of this state governs relations among the partners of a limited partnership and between the partners and the limited partnership and the liability of partners as partners for an obligation of the limited partnership. History: 2004 c 199 art 1 s 6

Minn. Stat. § 321.0107 SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST.

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321.0107 SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF INTEREST. (a) Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. (b) If an obligation to pay interest arises under this chapter and the rate is not specified, the ra…

Minn. Stat. § 321.0108 NAME.

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321.0108 NAME. (a) The name of a limited partnership may contain the name of any partner. (b) The name of a limited partnership that is not a limited liability limited partnership must contain the phrase "limited partnership" or the abbreviation "L.P." or "LP" and may not contain…

Minn. Stat. § 321.0109 RESERVATION OF NAME.

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321.0109 RESERVATION OF NAME. (a) The exclusive right to the use of a limited partnership name otherwise permitted by section 321.0108 may be reserved by: (1) a person doing business in this state under that name; (2) a person intending to form a limited partnership under this ch…

Minn. Stat. § 321.0110 EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS.

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321.0110 EFFECT OF PARTNERSHIP AGREEMENT; NONWAIVABLE PROVISIONS. (a) Except as otherwise provided in subsection (b), the partnership agreement governs relations among the partners and between the partners and the partnership. To the extent the partnership agreement does not othe…

Minn. Stat. § 321.0111 REQUIRED INFORMATION.

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321.0111 REQUIRED INFORMATION. A limited partnership shall maintain at its designated office the following information: (1) a current list showing the full name and last known street and mailing address of each partner, separately identifying the general partners, in alphabetical…

Minn. Stat. § 321.0112 BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP.

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321.0112 BUSINESS TRANSACTIONS OF PARTNER WITH PARTNERSHIP. A partner may lend money to and transact other business with the limited partnership and has the same rights and obligations with respect to the loan or other transaction as a person that is not a partner. History: 2004 …

Minn. Stat. § 321.0113 DUAL CAPACITY.

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321.0113 DUAL CAPACITY. A person may be both a general partner and a limited partner. A person that is both a general and limited partner has the rights, powers, duties, and obligations provided by this chapter and the partnership agreement in each of those capacities. When the p…

Minn. Stat. § 321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS.

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321.0114 OFFICE AND AGENT FOR SERVICE OF PROCESS. Every limited partnership shall have a registered office and shall have a registered agent, and may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in t…

Minn. Stat. § 321.0115 CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS.

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321.0115 CHANGE OF DESIGNATED OFFICE OR AGENT FOR SERVICE OF PROCESS. (a) In order to change its designated office, agent for service of process, or the address of its agent for service of process, a limited partnership or a foreign limited partnership may deliver to the secretar…

Minn. Stat. § 321.0116 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

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321.0116 RESIGNATION OF AGENT FOR SERVICE OF PROCESS. § Subdivision 1.Resignation of agent. An agent of a limited partnership or a foreign limited partnership may resign by delivering for filing with the secretary of state a signed written notice of resignation, including a state…

Minn. Stat. § 321.0117 SERVICE OF PROCESS.

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321.0117 SERVICE OF PROCESS. A process, notice, or demand required or permitted by law to be served may be served as provided in section 5.25. History: 2004 c 199 art 1 s 17

Minn. Stat. § 321.0118 CONSENT AND PROXIES OF PARTNERS.

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321.0118 CONSENT AND PROXIES OF PARTNERS. Action requiring the consent of partners under this chapter may be taken without a meeting, and a partner may appoint a proxy to consent or otherwise act for the partner by signing an appointment record, either personally or by the partne…

Minn. Stat. § 321.0201 FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP.

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321.0201 FORMATION OF LIMITED PARTNERSHIP; CERTIFICATE OF LIMITED PARTNERSHIP. (a) In order for a limited partnership to be formed, a certificate of limited partnership must be delivered to the secretary of state for filing. The certificate must state: (1) the name of the limited…

Minn. Stat. § 321.0202 AMENDMENT OR RESTATEMENT OF CERTIFICATE.

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321.0202 AMENDMENT OR RESTATEMENT OF CERTIFICATE. (a) In order to amend its certificate of limited partnership, a limited partnership must deliver to the secretary of state for filing an amendment or, pursuant to article 11, articles of merger stating: (1) the name of the limited…

Minn. Stat. § 321.0203 STATEMENT OF TERMINATION.

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321.0203 STATEMENT OF TERMINATION. A dissolved limited partnership that has completed winding up may deliver to the secretary of state for filing a statement of termination that states: (1) the name of the limited partnership; (2) the date of filing of its initial certificate of …

Minn. Stat. § 321.0204 SIGNING OF RECORDS.

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321.0204 SIGNING OF RECORDS. (a) Each record delivered to the secretary of state for filing pursuant to this chapter must be signed in the following manner: (1) An initial certificate of limited partnership must be signed by all general partners listed in the certificate. (2) An …

Minn. Stat. § 321.0205 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.

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321.0205 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. (a) If a person required by this chapter to sign a record or deliver a record to the secretary of state for filing does not do so, any other person that is aggrieved may petition the district court to order: (1) the person t…

Minn. Stat. § 321.0206 DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE; EFFECTIVE TIME AND DATE.

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321.0206 DELIVERY TO AND FILING OF RECORDS BY SECRETARY OF STATE; EFFECTIVE TIME AND DATE. (a) A record authorized or required to be delivered to the secretary of state for filing under this chapter must be captioned to describe the record's purpose, be in a medium permitted by t…

Minn. Stat. § 321.0207 CORRECTING FILED RECORD.

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321.0207 CORRECTING FILED RECORD. A limited partnership or foreign limited partnership may deliver to the secretary of state for filing articles of correction pursuant to section 5.16, except that for the purposes of section 321.0103(c) and (d) the articles are effective only as …

Minn. Stat. § 321.0208 LIABILITY FOR FALSE INFORMATION IN FILED RECORD.

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321.0208 LIABILITY FOR FALSE INFORMATION IN FILED RECORD. (a) If a record delivered to the secretary of state for filing under this chapter and filed by the secretary of state contains false information, a person that suffers loss by reliance on the information may recover damage…

Minn. Stat. § 321.0210 ANNUAL RENEWAL FOR SECRETARY OF STATE.

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321.0210 ANNUAL RENEWAL FOR SECRETARY OF STATE. (a) Subject to subsection (b): (1) in each calendar year following the calendar year in which a limited partnership becomes subject to this chapter, the limited partnership must deliver to the secretary of state for filing an annual…

Minn. Stat. § 321.0301 BECOMING LIMITED PARTNER.

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321.0301 BECOMING LIMITED PARTNER. A person becomes a limited partner: (1) as provided in the partnership agreement; (2) as the result of a conversion or merger under article 11; or (3) with the consent of all the partners. History: 2004 c 199 art 3 s 28

Minn. Stat. § 321.0302 NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP.

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321.0302 NO RIGHT OR POWER AS LIMITED PARTNER TO BIND LIMITED PARTNERSHIP. A limited partner does not have the right or the power as a limited partner to act for or bind the limited partnership. History: 2004 c 199 art 3 s 29

Minn. Stat. § 321.0303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS.

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321.0303 NO LIABILITY AS LIMITED PARTNER FOR LIMITED PARTNERSHIP OBLIGATIONS. An obligation of a limited partnership, whether arising in contract, tort, or otherwise, is not the obligation of a limited partner. A limited partner is not personally liable, directly or indirectly, b…

Minn. Stat. § 321.0304 RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO INFORMATION.

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321.0304 RIGHT OF LIMITED PARTNER AND FORMER LIMITED PARTNER TO INFORMATION. (a) On ten days' demand, made in a record received by the limited partnership, a limited partner may inspect and copy required information during regular business hours in the limited partnership's desig…

Minn. Stat. § 321.0305 LIMITED DUTIES OF LIMITED PARTNERS.

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321.0305 LIMITED DUTIES OF LIMITED PARTNERS. (a) A limited partner does not have any fiduciary duty to the limited partnership or to any other partner solely by reason of being a limited partner. (b) A limited partner shall discharge the duties to the partnership and the other pa…

Minn. Stat. § 321.0306 PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.

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321.0306 PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER. (a) Except as otherwise provided in subsection (b), a person that makes an investment in a business enterprise and erroneously but in good faith believes that the person has become a limited partner in the enterpri…

Minn. Stat. § 321.0401 BECOMING GENERAL PARTNER.

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321.0401 BECOMING GENERAL PARTNER. A person becomes a general partner: (1) as provided in the partnership agreement; (2) under section 321.0801(3)(B) following the dissociation of a limited partnership's last general partner; (3) as the result of a conversion or merger under arti…

Minn. Stat. § 321.0402 GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP.

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321.0402 GENERAL PARTNER AGENT OF LIMITED PARTNERSHIP. (a) Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the partnership's name, for apparently carrying on in the o…

Minn. Stat. § 321.0403 LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT.

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321.0403 LIMITED PARTNERSHIP LIABLE FOR GENERAL PARTNER'S ACTIONABLE CONDUCT. (a) A limited partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a general partner acting …

Minn. Stat. § 321.0404 GENERAL PARTNER'S LIABILITY.

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321.0404 GENERAL PARTNER'S LIABILITY. (a) Except as otherwise provided in subsections (b) and (c), all general partners are liable jointly and severally for all obligations of the limited partnership unless otherwise agreed by the claimant or provided by law. (b) A person that be…

Minn. Stat. § 321.0405 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS.

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321.0405 ACTIONS BY AND AGAINST PARTNERSHIP AND PARTNERS. (a) To the extent not inconsistent with section 321.0404, a general partner may be joined in an action against the limited partnership or named in a separate action. (b) A judgment against a limited partnership is not by i…

Minn. Stat. § 321.0406 MANAGEMENT RIGHTS OF GENERAL PARTNER.

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321.0406 MANAGEMENT RIGHTS OF GENERAL PARTNER. (a) Each general partner has equal rights in the management and conduct of the limited partnership's activities. Except as expressly provided in this chapter, any matter relating to the activities of the limited partnership may be ex…

Minn. Stat. § 321.0407 RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMATION.

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321.0407 RIGHT OF GENERAL PARTNER AND FORMER GENERAL PARTNER TO INFORMATION. (a) A general partner, without having any particular purpose for seeking the information, may inspect and copy during regular business hours: (1) in the limited partnership's designated office, required …

Minn. Stat. § 321.0408 GENERAL STANDARDS OF GENERAL PARTNER'S CONDUCT.

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321.0408 GENERAL STANDARDS OF GENERAL PARTNER'S CONDUCT. (a) The only fiduciary duties that a general partner has to the limited partnership and the other partners are the duties of loyalty and care under subsections (b) and (c). (b) A general partner's duty of loyalty to the lim…

Minn. Stat. § 321.0409 TRANSFER OF PARTNERSHIP PROPERTY.

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321.0409 TRANSFER OF PARTNERSHIP PROPERTY. (a) Subject to the effect of a notification effective under section 321.0103(d) and (i), property held in the name of a limited partnership may be transferred by an instrument of transfer executed by a general partner in the limited part…

Minn. Stat. § 321.0501 FORM OF CONTRIBUTION.

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321.0501 FORM OF CONTRIBUTION. A contribution of a partner may consist of tangible or intangible property or other benefit to the limited partnership, including money, services performed, promissory notes, other agreements to contribute cash or property, and contracts for service…

Minn. Stat. § 321.0502 LIABILITY FOR CONTRIBUTION.

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321.0502 LIABILITY FOR CONTRIBUTION. (a) A partner's obligation to contribute money or other property or other benefit to, or to perform services for, a limited partnership is not excused by the partner's death, disability, or other inability to perform personally. (b) If a partn…

Minn. Stat. § 321.0503 SHARING OF DISTRIBUTIONS.

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321.0503 SHARING OF DISTRIBUTIONS. A distribution by a limited partnership must be shared among the partners on the basis of the value, as stated in the required information when the limited partnership decides to make the distribution, of the contributions the limited partnershi…

Minn. Stat. § 321.0504 INTERIM DISTRIBUTIONS.

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321.0504 INTERIM DISTRIBUTIONS. A partner does not have a right to any distribution before the dissolution and winding up of the limited partnership unless the limited partnership decides to make an interim distribution. History: 2004 c 199 art 5 s 46

Minn. Stat. § 321.0505 NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION.

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321.0505 NO DISTRIBUTION ON ACCOUNT OF DISSOCIATION. A person does not have a right to receive a distribution on account of dissociation. History: 2004 c 199 art 5 s 47

Minn. Stat. § 321.0506 DISTRIBUTION IN KIND.

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321.0506 DISTRIBUTION IN KIND. A partner does not have a right to demand or receive any distribution from a limited partnership in any form other than cash. Subject to section 321.0812(b), a limited partnership may distribute an asset in kind to the extent each partner receives a…

Minn. Stat. § 321.0507 RIGHT TO DISTRIBUTION.

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321.0507 RIGHT TO DISTRIBUTION. When a partner or transferee becomes entitled to receive a distribution, the partner or transferee has the status of, and is entitled to all remedies available to, a creditor of the limited partnership with respect to the distribution. However, the…

Minn. Stat. § 321.0508 LIMITATIONS ON DISTRIBUTION.

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321.0508 LIMITATIONS ON DISTRIBUTION. (a) A limited partnership may not make a distribution in violation of the partnership agreement. (b) A limited partnership may not make a distribution if after the distribution: (1) the limited partnership would not be able to pay its debts a…