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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

28,363 sections·Filtered byTitle Minnesota Statutes✕

Minn. Stat. § 322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION.
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322.04 CHARACTER OF LIMITED PARTNER'S CONTRIBUTION. The contributions of a limited partner may be cash or other property, but not services. History: (7356) 1919 c 498 s 4
Minn. Stat. § 322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER.
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322.05 NAME NOT TO CONTAIN SURNAME OF LIMITED PARTNER. The surname of a limited partner shall not appear in the partnership name, unless: (1) it is also the surname of a general partner; or (2) prior to the time when the limited partner became such the business had been carried o…
Minn. Stat. § 322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE.
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322.06 LIABILITY FOR FALSE STATEMENTS IN CERTIFICATE. If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false (1) at the time of signing the certificate, or (…
Minn. Stat. § 322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS.
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322.07 LIMITED PARTNER NOT LIABLE TO CREDITORS. A limited partner shall not become liable as a general partner without taking part in the control of the business in addition to exercising rights and powers as a limited partner. History: (7359) 1919 c 498 s 7; 1986 c 444

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Minn. Stat. § 322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS.

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322.08 ADMISSION OF ADDITIONAL LIMITED PARTNERS. After the formation of a limited partnership additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 322.25. History: (7360) 1919 c 498 s 8

Minn. Stat. § 322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER.

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322.09 RIGHTS, POWERS, AND LIABILITIES OF A GENERAL PARTNER. A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, except that without the written consent or ratificati…

Minn. Stat. § 322.10 RIGHTS OF A LIMITED PARTNER.

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322.10 RIGHTS OF A LIMITED PARTNER. A limited partner shall have the same rights as a general partner to (1) have the partnership books kept at the principal place of business of the partnership, and at all times to inspect and copy any of them; (2) have on demand full and true i…

Minn. Stat. § 322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER.

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322.11 STATUS OF PERSON ERRONEOUSLY BELIEVING TO BE A LIMITED PARTNER. A contributor to the capital of a business conducted by a person or partnership erroneously believing that the contributor has become a limited partner in a limited partnership is not, by reason of the exercis…

Minn. Stat. § 322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER.

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322.12 ONE PERSON BOTH GENERAL AND LIMITED PARTNER. A person may be a general and a limited partner in the same partnership at the same time. A person who is a general, and also at the same time a limited, partner shall have all the rights and powers and be subject to all the res…

Minn. Stat. § 322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER.

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322.13 LOANS AND OTHER BUSINESS TRANSACTIONS WITH LIMITED PARTNER. A limited partner also may loan money to and transact other business with the partnership, and, unless also a general partner, receive on account of resulting claims against the partnership, with general creditors…

Minn. Stat. § 322.14 RELATION OF LIMITED PARTNERS INTER SE.

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322.14 RELATION OF LIMITED PARTNERS INTER SE. Where there are several limited partners the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of inco…

Minn. Stat. § 322.15 COMPENSATION OF LIMITED PARTNER.

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322.15 COMPENSATION OF LIMITED PARTNER. A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate; provided, that, after such payment is made, whether from the property of the partnership or …

Minn. Stat. § 322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION.

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322.16 WITHDRAWAL OR REDUCTION OF LIMITED PARTNER'S CONTRIBUTION. § Subdivision 1.Return of contribution. A limited partner shall not receive from a general partner or out of partnership property any part of contribution until: (1) all liabilities of the partnership, except liabi…

Minn. Stat. § 322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP.

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322.17 LIABILITY OF LIMITED PARTNER TO PARTNERSHIP. § Subdivision 1.Liability. A limited partner is liable to the partnership (1) for the difference between contribution as actually made and that stated in the certificate as having been made, and (2) for any unpaid contribution w…

Minn. Stat. § 322.18 NATURE OF LIMITED PARTNER'S INTEREST.

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322.18 NATURE OF LIMITED PARTNER'S INTEREST. A limited partner's interest in the partnership is personal property. History: (7370) 1919 c 498 s 18

Minn. Stat. § 322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST.

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322.19 ASSIGNMENT OF LIMITED PARTNER'S INTEREST. A limited partner's interest is assignable. A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned an interest in a partnership. An assignee, who does not become a sub…

Minn. Stat. § 322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER.

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322.20 EFFECT OF RETIREMENT, DEATH, OR INSANITY OF A GENERAL PARTNER. The retirement, death, or insanity of a general partner dissolves the partnership, unless the business is continued by the remaining general partners: (1) under a right so to do stated in the certificate; or (2…

Minn. Stat. § 322.21 DEATH OF LIMITED PARTNER.

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322.21 DEATH OF LIMITED PARTNER. On the death of a limited partner the executor or administrator shall have all the rights of a limited partner for the purpose of settling the estate, and such power as the deceased had to constitute an assignee a substituted limited partner. The …

Minn. Stat. § 322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER.

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322.22 RIGHTS OF CREDITORS OF LIMITED PARTNER. On due application to a court of competent jurisdiction by any judgment creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of the judgment debt; and…

Minn. Stat. § 322.23 DISTRIBUTION OF ASSETS.

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322.23 DISTRIBUTION OF ASSETS. In settling accounts after dissolution the liabilities of the partnership shall be entitled to payment in the following order: (1) those to creditors, in the order of priority as provided by law, except those to limited partners on account of their …

Minn. Stat. § 322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED.

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322.24 WHEN CERTIFICATE SHALL BE CANCELED OR AMENDED. The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. A certificate shall be amended when: (1) there is a change in the name of the partnership or in the amount or charac…

Minn. Stat. § 322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE.

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322.25 REQUIREMENTS FOR AMENDMENT AND FOR CANCELLATION OF CERTIFICATE. § Subdivision 1.Contents. The writing to amend a certificate shall: (1) conform to the requirements of section 322.02, clause (1)(a), as far as necessary to set forth clearly the change in the certificate whic…

Minn. Stat. § 322.26 PARTIES TO ACTIONS.

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322.26 PARTIES TO ACTIONS. A contributor, unless a general partner, is not a proper party to proceedings by or against a partnership, except where the object is to enforce a limited partner's right against or liability to the partnership. History: (7378) 1919 c 498 s 26; 1986 c 4…

Minn. Stat. § 322.27 CITATION.

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322.27 CITATION. This chapter may be cited as the "Uniform Limited Partnership Act." History: (7379) 1919 c 498 s 27

Minn. Stat. § 322.28 RULES OF CONSTRUCTION.

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322.28 RULES OF CONSTRUCTION. The rules that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. This chapter shall be so interpreted and construed as to effect its general purpose to make uniform the law of those state…

Minn. Stat. § 322.29 RULES FOR CASES NOT PROVIDED FOR.

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322.29 RULES FOR CASES NOT PROVIDED FOR. In any case not provided for in this chapter the rules of law and equity, including the law merchant, shall govern. History: (7381) 1919 c 498 s 29

Minn. Stat. § 322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS.

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322.30 PROVISIONS FOR EXISTING LIMITED PARTNERSHIPS. A limited partnership formed under any statute of this state prior to the adoption of this chapter may become a limited partnership under this chapter by complying with the provisions of section 322.02; provided the certificate…

Minn. Stat. § 322.31 REPEALS.

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322.31 REPEALS. Except as affecting existing limited partnerships to the extent set forth in section 322.30, General Statutes 1913, chapter 57, is hereby repealed. History: (7383) 1919 c 498 s 31

Minn. Stat. § 322B.643 Subdivisions renumbered, repealed, or no longer in effect

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322B.643 § Subdivision 1. MS 2016 [Repealed, 2014 c 157 art 1 s 91] § Subd. 2. MS 2000 [Paragraph (b) renumbered subd 3] § Subd. 2. MS 2016 [Repealed, 2014 c 157 art 1 s 91] § Subd. 3. MS 2000 [Renumbered subd 4] § Subd. 3. MS 2016 [Repealed, 2014 c 157 art 1 s 91] § Subd. 4. MS …

Minn. Stat. § 322C.0101 CITATION.

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322C.0101 CITATION. This chapter may be cited as the "Minnesota Revised Uniform Limited Liability Company Act." History: 2014 c 157 art 1 s 1

Minn. Stat. § 322C.0102 DEFINITIONS.

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322C.0102 DEFINITIONS. § Subdivision 1.Application. For purposes of this chapter, the terms defined in this section have the meanings given them. § Subd. 2.Articles of organization. "Articles of organization" means the articles of organization required by section 322C.0201. The t…

Minn. Stat. § 322C.0103 KNOWLEDGE; NOTICE.

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322C.0103 KNOWLEDGE; NOTICE. § Subdivision 1.Knowledge of facts. A person knows a fact when the person: (1) has actual knowledge of it; or (2) is deemed to know it under subdivision 4, clause (1), or law other than this chapter. § Subd. 2.Notice of facts. A person has notice of a…

Minn. Stat. § 322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY.

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322C.0104 NATURE, PURPOSE, AND DURATION OF LIMITED LIABILITY COMPANY. § Subdivision 1.Separate entity. A limited liability company is an entity distinct from its members. § Subd. 2.Permitted purposes. Except for a nonprofit limited liability company subject to section 322C.1101, …

Minn. Stat. § 322C.0105 POWERS.

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322C.0105 POWERS. § Subdivision 1.Powers generally. Except as provided in subdivision 2, a limited liability company has the capacity to sue and be sued in its own name and the power to do all things necessary or convenient to carry on its activities. § Subd. 1a.Loans, guarantees…

Minn. Stat. § 322C.0106 GOVERNING LAW.

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322C.0106 GOVERNING LAW. The law of this state governs: (1) the internal affairs of a limited liability company; and (2) the liability of a member as member, a manager as manager, and a governor as governor, for the debts, obligations, or other liabilities of a limited liability …

Minn. Stat. § 322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW.

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322C.0107 SUPPLEMENTAL PRINCIPLES OF LAW. Unless displaced by particular provisions of this chapter, the principles of law and equity supplement this chapter. History: 2014 c 157 art 1 s 7

Minn. Stat. § 322C.0108 LIMITED LIABILITY COMPANY NAME.

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322C.0108 LIMITED LIABILITY COMPANY NAME. § Subdivision 1.Requirements and prohibitions. The limited liability company name must: (1) be in the English language or in any other language expressed in English letters or characters; (2) contain the words "limited liability company,"…

Minn. Stat. § 322C.0109 RESERVED NAME.

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322C.0109 RESERVED NAME. § Subdivision 1.Procedure. A person may reserve the exclusive use of the name of a limited liability company, including an alternate name for a foreign limited liability company, by filing an application with the secretary of state. The application must s…

Minn. Stat. § 322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS.

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322C.0110 OPERATING AGREEMENT; SCOPE, FUNCTION, AND LIMITATIONS. § Subdivision 1.Operating agreement. Except as otherwise provided in subdivisions 2 and 3, the operating agreement governs: (1) relations among the members as members and between the members and the limited liabilit…

Minn. Stat. § 322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT.

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322C.0111 OPERATING AGREEMENT; EFFECT ON LIMITED LIABILITY COMPANY AND PERSONS BECOMING MEMBERS; PREFORMATION AGREEMENT. § Subdivision 1.Company's assent not required. A limited liability company is bound by and may enforce the operating agreement, whether or not the company has …

Minn. Stat. § 322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY.

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322C.0112 OPERATING AGREEMENT; EFFECT ON THIRD PARTIES AND RELATIONSHIP TO RECORDS EFFECTIVE ON BEHALF OF LIMITED LIABILITY COMPANY. § Subdivision 1.Approval of third party. An operating agreement may specify that its amendment requires the approval of a person that is not a part…

Minn. Stat. § 322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS.

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322C.0113 OFFICE AND AGENT FOR SERVICE OF PROCESS. Every limited liability company shall have a registered office and may have a registered agent, in the manner prescribed by section 5.36. History: 2014 c 157 art 1 s 13

Minn. Stat. § 322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS.

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322C.0114 CHANGE OF REGISTERED OFFICE OR AGENT FOR SERVICE OF PROCESS. Every limited liability company may change its registered office or change its registered agent, and the agent may resign or change its business address or name, in the manner prescribed by section 5.36. Histo…

Minn. Stat. § 322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS.

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322C.0115 RESIGNATION OF AGENT FOR SERVICE OF PROCESS. Every limited liability company registered agent may resign in the manner prescribed by section 5.36. History: 2014 c 157 art 1 s 15

Minn. Stat. § 322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY.

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322C.0116 SERVICE OF PROCESS ON LIMITED LIABILITY COMPANY. § Subdivision 1.Agent. An agent for service of process appointed by a limited liability company or foreign limited liability company is an agent of the company for service of any process, notice, or demand required or per…

Minn. Stat. § 322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.

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322C.0117 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES. § Subdivision 1.Definitions. (a) For purposes of this section, the words, terms, and phrases defined in this subdivision have the meanings given them. (b) "Electronic" means relating to technology having electrical…

Minn. Stat. § 322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION.

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322C.0201 FORMATION OF LIMITED LIABILITY COMPANY; ARTICLES OF ORGANIZATION. § Subdivision 1.Organizers. One or more persons may act as organizers to form a limited liability company by signing and filing with the secretary of state articles of organization. § Subd. 2.Required con…

Minn. Stat. § 322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION.

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322C.0202 AMENDMENT OR RESTATEMENT OF ARTICLES OF ORGANIZATION. § Subdivision 1.Timing of amendment. Articles of organization may be amended or restated at any time. § Subd. 2.Amendment procedure. To amend its articles of organization, a limited liability company must file with t…

Minn. Stat. § 322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE.

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322C.0203 SIGNING OF RECORDS TO BE FILED WITH SECRETARY OF STATE. § Subdivision 1.Signing requirements. A record filed with the secretary of state pursuant to this chapter must be signed as follows: (1) Except as otherwise provided in clauses (2) through (5), a record signed on b…

Minn. Stat. § 322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER.

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322C.0204 SIGNING AND FILING PURSUANT TO JUDICIAL ORDER. § Subdivision 1.Process. If a person required by this chapter to sign a record or file a record with the secretary of state does not do so, any other person that is aggrieved may petition the appropriate court to order: (1)…