Chapter 321 — Knowledge and Notice

321.0101 Short Title This law sets the official name for Minnesota's limited partnership rules. 321.0102 Definitions Defines key terms used throughout the limited partnership law, like partner, contribution, and distribution. 321.0103 Knowledge and Notice Explains when a person is considered to know or have notice of a fact about a limited partnership. 321.0104 Nature, Purpose, and Duration of Entity A limited partnership is its own legal entity, can be formed for any lawful purpose, and lasts forever unless ended. 321.0105 Powers A limited partnership can do anything needed to run its business, including suing or being sued. 321.0106 Governing Law Minnesota law controls the relationships among partners and the partnership's obligations. 321.0107 Supplemental Principles of Law; Rate of Interest General legal principles fill in gaps where this chapter does not cover a topic. Default interest rates apply. 321.0108 Name Sets rules for naming a limited partnership, including required phrases like 'L.P.' or 'limited partnership.' 321.0109 Reservation of Name A person or business can reserve a limited partnership name with the Secretary of State. 321.0110 Effect of Partnership Agreement; Nonwaivable Provisions The partnership agreement controls partner relations, but some rules in this chapter cannot be changed. 321.0111 Required Information A limited partnership must keep a list of partners, tax returns, financial statements, and other key records. 321.0112 Business Transactions of Partner With Partnership A partner can do business with the partnership, like lending it money, just like any outside person. 321.0113 Dual Capacity One person can be both a general partner and a limited partner at the same time. 321.0114 Office and Agent for Service of Process Every limited partnership must have a registered office and agent in Minnesota for receiving legal papers. 321.0115 Change of Designated Office or Agent for Service of Process A limited partnership can change its registered office or agent by filing a statement with the Secretary of State. 321.0116 Resignation of Agent for Service of Process A registered agent can resign by filing a notice. The agent must also update address or name changes. 321.0117 Service of Process Legal papers can be served on a limited partnership using the methods in section 5.25. 321.0118 Consent and Proxies of Partners Partners can vote or take action without a meeting, and can appoint someone to vote on their behalf. 321.0201 Formation of Limited Partnership; Certificate of Limited Partnership To form a limited partnership, you must file a certificate with the Secretary of State listing key details. 321.0202 Amendment or Restatement of Certificate A limited partnership can amend or restate its certificate by filing changes with the Secretary of State. 321.0203 Statement of Termination After winding up, a dissolved limited partnership can file a statement of termination. 321.0204 Signing of Records Sets who must sign partnership documents filed with the Secretary of State. 321.0205 Signing and Filing Pursuant to Judicial Order If someone refuses to sign a required filing, a court can order them to sign or file it unsigned. 321.0206 Delivery to and Filing of Records by Secretary of State; Effective Time and Date Explains how records are filed with the Secretary of State and when they become effective. 321.0207 Correcting Filed Record A limited partnership can correct mistakes in filed documents by filing articles of correction. 321.0208 Liability for False Information in Filed Record A person who signs a false filing is liable for damages to anyone who relies on the false information. 321.0210 Annual Renewal for Secretary of State Limited partnerships must file an annual renewal with the Secretary of State each year. 321.0301 Becoming Limited Partner A person becomes a limited partner as stated in the partnership agreement, by consent, or through a merger. 321.0302 No Right or Power as Limited Partner to Bind Limited Partnership A limited partner has no right or power to act for or make deals on behalf of the partnership. 321.0303 No Liability as Limited Partner for Limited Partnership Obligations A limited partner is not personally liable for the partnership's debts, even if they help manage it. 321.0304 Right of Limited Partner and Former Limited Partner to Information Limited partners can inspect partnership records and request financial information. 321.0305 Limited Duties of Limited Partners Limited partners have no fiduciary duty to the partnership but must act in good faith. 321.0306 Person Erroneously Believing Self to Be Limited Partner A person who mistakenly believes they are a limited partner is protected if they fix the error promptly. 321.0401 Becoming General Partner A person becomes a general partner as stated in the agreement, by consent, or through a merger. 321.0402 General Partner Agent of Limited Partnership Each general partner acts as an agent of the partnership and can bind it in ordinary business. 321.0403 Limited Partnership Liable for General Partner's Actionable Conduct The partnership is liable for harm caused by a general partner acting in the ordinary course of business. 321.0404 General Partner's Liability General partners are personally liable for all partnership debts unless it is an LLLP. 321.0405 Actions by and Against Partnership and Partners A general partner can be sued alongside the partnership, but a judgment against one is not automatically against both. 321.0406 Management Rights of General Partner General partners share equal management rights. Major decisions need consent of all partners. 321.0407 Right of General Partner and Former General Partner to Information General partners can freely inspect all partnership records and must share relevant information. 321.0408 General Standards of General Partner's Conduct General partners owe duties of loyalty and care to the partnership and other partners. 321.0409 Transfer of Partnership Property Partnership property held in the partnership's name can be transferred by a general partner. 321.0501 Form of Contribution Partners can contribute money, property, services, or promises to the limited partnership. 321.0502 Liability for Contribution A partner must fulfill their promise to contribute, even if they become disabled or die. 321.0503 Sharing of Distributions Distributions are shared among partners based on the value of their contributions. 321.0504 Interim Distributions Partners have no right to distributions before the partnership dissolves unless the partnership decides otherwise. 321.0505 No Distribution on Account of Dissociation A partner who leaves the partnership has no automatic right to receive a distribution. 321.0506 Distribution in Kind Partners cannot demand distributions in any form other than cash. 321.0507 Right to Distribution Once a distribution is approved, the partner is treated like a creditor of the partnership. 321.0508 Limitations on Distribution A partnership cannot make distributions that would leave it unable to pay its debts. 321.0509 Liability for Improper Distributions A general partner who approves an improper distribution is personally liable for the excess amount. 321.0601 Dissociation as Limited Partner Lists the events that cause a limited partner to leave the partnership, including withdrawal and expulsion. 321.0602 Effect of Dissociation as Limited Partner When a limited partner leaves, they lose their partner rights and become a mere transferee. 321.0603 Dissociation as General Partner Lists events that cause a general partner to leave, including withdrawal, expulsion, bankruptcy, and death. 321.0604 Person's Power to Dissociate as General Partner; Wrongful Dissociation A general partner can always leave, but leaving wrongfully can result in liability for damages. 321.0605 Effect of Dissociation as General Partner When a general partner leaves, they lose management rights but keep duties for pre-departure matters. 321.0606 Power to Bind and Liability to Limited Partnership Before Dissolution of Partnership of Person Dissociated as General Partner A former general partner can still bind the partnership for up to two years after leaving. 321.0607 Liability to Other Persons of Person Dissociated as General Partner A former general partner remains liable for debts incurred before leaving but not for new debts. 321.0701 Partner's Transferable Interest A partner's only transferable interest is their right to receive distributions. It is personal property. 321.0702 Transfer of Partner's Transferable Interest A partner can transfer their financial interest without causing dissolution or gaining management rights. 321.0703 Rights of Creditor of Partner or Transferee A creditor can get a court order charging a partner's interest to pay a judgment. 321.0704 Power of Estate of Deceased Partner When a partner dies, their estate can exercise the rights of a transferee. 321.0801 Nonjudicial Dissolution Lists the events that cause a limited partnership to dissolve, including partner consent and loss of all general … 321.0802 Judicial Dissolution A court can order dissolution if it is not practical to carry on the partnership's activities. 321.0803 Winding up After dissolution, the partnership continues only to wind up its affairs and pay debts. 321.0804 Power of General Partner and Person Dissociated as General Partner to Bind Partnership After Dissolution After dissolution, a general partner can still bind the partnership for winding-up activities. 321.0805 Liability After Dissolution of General Partner and Person Dissociated as General Partner to Limited Partnership, Other General Partners, and Persons Dissociated as General Partner A partner who improperly causes obligations after dissolution is liable to the partnership. 321.0806 Known Claims Against Dissolved Limited Partnership A dissolved partnership can notify known creditors and set a deadline for claims. 321.0807 Other Claims Against Dissolved Limited Partnerships A dissolved partnership can publish notice to handle claims from unknown creditors. 321.0808 Liability of General Partner and Person Dissociated as General Partner When Claim Against Limited Partnership Barred If a claim against the partnership is barred, any related claim against a general partner is also barred. 321.0809 Administrative Dissolution The Secretary of State can dissolve a partnership that fails to file its annual renewal. 321.0810 Reinstatement Following Administrative Dissolution or Revocation A partnership dissolved by the state can be reinstated by filing the overdue renewal and paying a $25 fee. 321.0812 Disposition of Assets; When Contributions Required When winding up, partnership assets must first pay creditors, then distribute any surplus to partners. 321.0901 Governing Law The law of the state where a foreign limited partnership was formed governs its internal affairs. 321.0902 Application for Certificate of Authority A foreign limited partnership must apply for a certificate of authority to do business in Minnesota. 321.0903 Activities Not Constituting Transacting Business Certain activities, like holding meetings or maintaining bank accounts, do not count as doing business in Minnesota. 321.0904 Filing of Certificate of Authority The Secretary of State issues a certificate of authority after reviewing and accepting the application. 321.0905 Alternate Name; Noncomplying Name of Foreign Limited Partnership A foreign limited partnership whose name does not meet Minnesota rules must adopt an alternate name. 321.0906 Revocation of Certificate of Authority The Secretary of State can revoke a foreign partnership's authority for failing to file renewals. 321.0907 Cancellation of Certificate of Authority; Effect of Failure to Have Certificate A foreign partnership can cancel its authority by filing a notice. Without authority, it cannot sue in Minnesota. 321.0908 Action by Attorney General The Attorney General can take legal action to stop a foreign partnership from doing business illegally in Minnesota. 321.0909 Name Changes Filed in Home State A foreign partnership must notify the Secretary of State if it changes its name in its home state. 321.1001 Direct Action by Partner A partner can sue the partnership or another partner to protect their personal interests. 321.1002 Derivative Action A partner can file a lawsuit on behalf of the partnership if the general partners refuse to act. 321.1003 Proper Plaintiff Only a current partner who was a partner when the wrongdoing happened can bring a derivative action. 321.1004 Pleading A derivative lawsuit must describe the demand made and explain why it was denied or not required. 321.1005 Proceeds and Expenses Any money won in a derivative lawsuit belongs to the partnership, not the partner who sued. 321.1101 Definitions Defines terms used in the rules about converting or merging limited partnerships. 321.1102 Conversion A limited partnership can convert to another type of business, or another business can convert to one. 321.1103 Action on Plan of Conversion by Converting Limited Partnership All partners must consent to a conversion plan, but the plan can be amended or abandoned. 321.1104 Filings Required for Conversion; Effective Date After a conversion plan is approved, articles of conversion must be filed with the Secretary of State. 321.1105 Effect of Conversion After conversion, the new organization is the same legal entity and keeps all property and obligations. 321.1106 Merger A limited partnership can merge with one or more other organizations if all governing laws allow it. 321.1107 Action on Plan of Merger by Constituent Limited Partnership All partners must consent to a merger plan. The plan can be amended or abandoned before filing. 321.1108 Filings Required for Merger; Effective Date After a merger is approved, articles of merger must be signed and filed with the Secretary of State. 321.1109 Effect of Merger After a merger, the surviving organization gets all property, debts, and legal rights of the merged entities. 321.1110 Restrictions on Approval of Conversions and Mergers and on Relinquishing Lllp Status A merger or conversion that would make partners personally liable needs each affected partner's consent. 321.1111 Liability of General Partner After Conversion or Merger A general partner's pre-existing liability continues after a conversion or merger. 321.1112 Power of General Partners and Persons Dissociated as General Partners to Bind Organization After Conversion or Merger After a conversion or merger, former general partners can still bind the organization for up to two years. 321.1113 Chapter Not Exclusive This article does not affect obligations or rights that existed before a conversion or merger took effect. 321.1114 Conflict Relating to Merger or Conversion The law of the surviving organization's state governs after a merger or conversion. 321.1115 Domestication A limited partnership formed before this chapter took effect is governed by this chapter. 321.1116 Action on Plan of Domestication by Domesticating Limited Partnership This chapter applies to all limited partnerships in Minnesota, whether formed before or after 2004. 321.1117 Filings Required for Domestication; Effective Date This chapter overrides the prior Limited Partnership Act for partnerships covered by this law. 321.1118 Effect of Domestication This chapter replaces the old limited partnership law effective January 1, 2005. 321.1119 Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications Savings clause: this chapter does not affect any right or liability that existed before it took effect. 321.1201 Uniformity of Application and Construction Sets the filing fees for limited partnership documents with the Secretary of State. 321.1202 Severability Clause The Secretary of State may collect fees for copies of limited partnership documents. 321.1203 Relation to Electronic Signatures in Global and National Commerce Act The Secretary of State must maintain records of all limited partnership filings. 321.1206 Application to Existing Relationships Special rules apply to professional limited partnerships, including naming and liability requirements. 321.1207 Savings Clause Limited partnerships can be formed by licensed professionals to practice their profession. 321.1208 Effect of Designation Defines additional requirements for professional limited liability limited partnerships.