Title Minnesota Statutes, Minnesota Statutes

323A.0702 DISSOCIATED PARTNER'S POWER TO BIND AND LIABILITY TO PARTNERSHIP.(a) For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under sections 323A.0901 to 3…

323A.0703 DISSOCIATED PARTNER'S LIABILITY TO OTHER PERSONS.(a) A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after …

323A.0704 STATEMENT OF DISSOCIATION.(a) A dissociated partner or the partnership may file a statement of dissociation stating the name of the partnership and that the partner is dissociated from the partnership.(b) A statement of dissociation is a limitation on the authority of a…

323A.0705 CONTINUED USE OF PARTNERSHIP NAME.Continued use of a partnership name, or a dissociated partner's name as part of the partnership name, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the pa…

323A.0801 EVENTS CAUSING DISSOLUTION AND WINDING UP OF PARTNERSHIP BUSINESS.A partnership is dissolved, and its business must be wound up, only upon the occurrence of any of the following events:(1) in a partnership at will, the partnership's having notice from a partner, other t…

323A.0802 PARTNERSHIP CONTINUES AFTER DISSOLUTION.(a) Subject to subsection (b), a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.(b) At any time after the dis…

323A.0803 RIGHT TO WIND UP PARTNERSHIP BUSINESS.(a) After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the court, for good caus…

323A.0804 PARTNER'S POWER TO BIND PARTNERSHIP AFTER DISSOLUTION.Subject to section 323A.0805, a partnership is bound by a partner's act after dissolution that:(1) is appropriate for winding up the partnership business; or(2) would have bound the partnership under section 323A.030…

323A.0805 STATEMENT OF DISSOLUTION.(a) After dissolution, a partner who has not wrongfully dissociated may file a statement of dissolution stating the name of the partnership and that the partnership has dissolved and is winding up its business.(b) A filed statement of dissolutio…

323A.0806 PARTNER'S LIABILITY TO OTHER PARTNERS AFTER DISSOLUTION.(a) Except as otherwise provided in subsection (b) and section 323A.0306, after dissolution a partner is liable to the other partners for the partner's share of any partnership liability incurred under section 323A…

323A.0807 SETTLEMENT OF ACCOUNTS AND CONTRIBUTIONS AMONG PARTNERS.(a) In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, must be applied to discharge its obligations to creditors, including,…

323A.0901 DEFINITIONS.In sections 323A.0901 to 323A.0914:(1) "General partner" means a partner in a partnership and a general partner in a limited partnership.(2) "Limited partner" means a limited partner in a limited partnership.(3) "Limited partnership" means a limited partners…

323A.0902 CONVERSIONS.§Subdivision 1.Conversion requirements.Pursuant to this section, sections 323A.0905 to 323A.0907, and a plan of conversion, an organization other than a partnership, a foreign partnership, a nonprofit corporation, or an organization owning assets irrevocably…

323A.0903 FILINGS REQUIRED FOR CONVERSION; EFFECTIVE DATE AND TIME.§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 se…

323A.0904 EFFECT OF CONVERSION.§Subdivision 1.Same entity.An organization that has been converted pursuant to this section and sections 323A.0902 and 323A.0903 is for all purposes the same entity that existed before the conversion.§Subd. 2.Effect on converting organization.When a…

323A.0905 MERGER OF PARTNERSHIPS.(a) Pursuant to a plan of merger approved as provided in subsection (c), a partnership may be merged with one or more partnerships or limited partnerships.(b) The plan of merger must set forth:(1) the name of each partnership or limited partnershi…

323A.0906 EFFECT OF MERGER.(a) When a merger takes effect:(1) the separate existence of every partnership or limited partnership that is a party to the merger, other than the surviving entity, ceases;(2) all property owned by each of the merged partnerships or limited partnership…

323A.0907 STATEMENT OF MERGER.(a) After a merger under sections 323A.0905 to 323A.0907, the surviving partnership or limited partnership must file a statement that one or more partnerships or limited partnerships have merged into the surviving entity.(b) A statement of merger mus…

323A.0908 MS 2016 [Repealed, 2018 c 103 s 41] NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0101 to 323A.1203. The recodification is arranged in the same sequence as t…

323A.0910 DOMESTICATION.§Subdivision 1.Foreign partnership.A foreign partnership may become a domestic partnership pursuant to this section, sections 323A.0911 to 323A.0913, and a plan of domestication if:(1) the foreign partnership's governing statute authorizes the domesticatio…

323A.0911 ACTION ON PLAN OF DOMESTICATION BY DOMESTICATING PARTNERSHIP.§Subdivision 1.Consent required.A plan of domestication must be consented to:(1) by all the partners, subject to section 323A.0914, if the domesticating partnership is a domestic partnership; and(2) as provide…

323A.0912 FILINGS REQUIRED FOR DOMESTICATION; EFFECTIVE DATE.§Subdivision 1.Articles of domestication.After a plan of domestication is approved, a domesticating partnership shall file with the secretary of state articles of domestication, which articles of domestication must incl…

323A.0913 EFFECT OF DOMESTICATION.§Subdivision 1.Effect on domesticating partnership.When a domestication takes effect:(1) the domesticated partnership is for all purposes the partnership that existed before the domestication;(2) all property owned by the domesticating partnershi…

323A.0914 RESTRICTIONS ON APPROVAL OF MERGERS, EXCHANGES, CONVERSIONS, AND DOMESTICATIONS.§Subdivision 1.Personal liability of member.If a partner of a constituent, converting, or domesticating partnership has personal liability with respect to a surviving constituent, converted,…

323A.1001 STATEMENT OF QUALIFICATION.(a) A partnership may become a limited liability partnership pursuant to this section.(b) The terms and conditions on which a partnership becomes a limited liability partnership must be approved by the vote necessary to amend the partnership a…

323A.1002 NAME.The name of a limited liability partnership must meet the standard found in section 302A.115, except that the name must include "Registered Limited Liability Partnership," "Limited Liability Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP" rather than the corpo…

323A.1003 ANNUAL RENEWAL.(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…

323A.1004 REVOCATION FOR FAILURE TO REPLACE A REQUIRED REGISTERED AGENT.If a limited liability partnership is required to list an agent for service of process in its statement of qualification pursuant to section 323A.1001(c)(3) or 323A.1102(a)(3) and that agent resigns pursuant …

323A.1101 LAW GOVERNING FOREIGN LIMITED LIABILITY PARTNERSHIP.(a) The law under which a foreign limited liability partnership is formed governs relations among the partners and between the partners and the partnership and the liability of partners for obligations of the partnersh…

323A.1102 STATEMENT OF FOREIGN QUALIFICATION.(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…

323A.1103 EFFECT OF FAILURE TO QUALIFY.(a) A foreign limited liability partnership transacting business in this state may not maintain an action or proceeding in this state unless it has in effect a statement of foreign qualification.(b) The failure of a foreign limited liability…

323A.1104 ACTIVITIES NOT CONSTITUTING TRANSACTING BUSINESS.(a) Activities of a foreign limited liability partnership which do not constitute transacting business for the purpose of this article include:(1) maintaining, defending, or settling an action or proceeding;(2) holding me…

323A.1105 ACTION BY ATTORNEY GENERAL.The attorney general may maintain an action to restrain a foreign limited liability partnership from transacting business in this state in violation of sections 323A.1101 to 323A.1105.History: 1997 c 174 art 11 s 60 NOTE: This chapter was form…

323A.1201 SHORT TITLE.This chapter may be cited as the "Uniform Partnership Act (1994)."History: 1997 c 174 art 12 s 62 NOTE: This chapter was formerly codified as sections 323A.1-01 to 323A.12-03. See Minnesota Statutes 2002. The chapter was recodified in 2004 as sections 323A.0…

323A.1202 APPLICABILITY.(a) Before January 1, 2002, chapter 323A governs only a partnership formed:(1) after January 1, 1999, unless that partnership is continuing the business of a dissolved partnership under section 323.40; and(2) before January 1, 1999, that elects, as provide…

323A.1203 EFFECT OF DESIGNATION.Except as otherwise provided in this chapter, a partnership remains the same entity for purposes of holding title to or conveying an interest in real or personal property and for all other purposes:(1) during the winding up of the partnership follo…

324.01 DEFINITIONS. § Subdivision 1.Scope. For the purposes of sections 324.01 to 324.05, the following terms have the meanings given them. § Subd. 2.Artist. "Artist" means the creator of a work of art or, if that person is deceased, the heirs or personal representatives of the c…

324.02 DELIVERY TO AND ACCEPTANCE BY ART DEALER. Notwithstanding any custom, practice, or usage of the trade to the contrary, if an artist delivers or causes to be delivered a work of art of the artist's own creation to an art dealer in this state for the purpose of exhibition or…

324.03 RESULTS OF CONSIGNMENT; ARTIST-ART DEALER RELATIONSHIPS. A consignment of a work of fine art results in all of the following: (1) the art dealer, after delivery of the work of art, is an agent of the artist for the purpose of sale or exhibition of the consigned work of art…

324.04 TRUST PROPERTY. A work of art received as a consignment remains trust property until the consignor has been paid in full, notwithstanding the subsequent purchase of it by the consignee directly or indirectly for the consignee's own account. If the work is thereafter resold…

324.05 APPLICATION. Sections 324.01 to 324.05 do not apply to a written contract executed prior to August 1, 1983, unless either the parties agree by mutual consent that sections 324.01 to 324.05 apply, or the contract is extended or renewed after August 1, 1983. The provisions o…

324.06 DEFINITIONS. As used in sections 324.06 to 324.10: (1) "artist" means the person who conceived or created the master image for, or which served as model for, the print; (2) "catalog" means an advertising medium published by a single individual or firm which solicits consum…

324.07 EXCEPTIONS. Sections 324.06 to 324.10 do not apply to: (1) prints which are printed prior to the effective date of sections 324.06 to 324.10; or (2) prints which are not offered for sale by means of a catalog and which are not alleged to be numbered or limited editions and…

324.08 ACTS PROHIBITED; DISCLOSURE STATEMENTS. § Subdivision 1.Advertising disclosures. No catalog offering fine prints for sale in this state shall be knowingly published or distributed, or both, unless it clearly and conspicuously discloses the relevant informational detail as …

324.09 INFORMATIONAL DETAIL. The following informational detail is required under section 324.08: (1) the name of the artist and the year when the fine print was printed; (2) the authorized maximum number of artist's, publisher's, printer's, or other proofs, if any, outside of th…

324.10 LIABILITY. (a) Any person who sells a fine print and who fails to disclose the information required by section 324.09 is liable to the purchaser thereof in an amount equal to the purchase price of the fine print, including any sales tax paid. (b) In addition to the liabili…