Chapter 323A — Knowledge and Notice

323A.0101 Definitions This section defines key terms used throughout Minnesota's Uniform Partnership Act. It explains what counts as a … 323A.0102 Knowledge and Notice This section explains when a person is considered to 'know' or have 'notice' of a fact in partnership law. A person … 323A.0103 Effect of Partnership Agreement; Nonwaivable Provisions The partnership agreement controls how partners relate to each other and to the partnership. Where the agreement is … 323A.0104 Supplemental Principles of Law General legal principles like contract law and equity still apply to partnerships unless this chapter specifically says … 323A.0105 Execution, Filing, and Recording of Statements Partnerships can file official statements with the Secretary of State, including statements of authority, denial, … 323A.0106 Governing Law Generally, the law of the state where the partnership has its main office governs the relationships between partners. … 323A.0107 Partnership Subject to Amendment or Repeal of Chapter Any partnership governed by this chapter is subject to future changes the legislature makes to the law. If the … 323A.0201 Partnership as Entity A partnership is a separate legal entity from its individual partners. This means the partnership can own property, … 323A.0202 Formation of Partnership A partnership is formed when two or more people join together to run a business for profit, even if they did not intend … 323A.0203 Partnership Property Property that a partnership acquires belongs to the partnership itself, not to the individual partners. Partners do not … 323A.0204 When Property is Partnership Property Property is considered partnership property if it is acquired in the partnership's name or in a partner's name with an … 323A.0301 Partner Agent of Partnership Every partner acts as an agent for the partnership in its ordinary business. If a partner does something in the normal … 323A.0302 Transfer of Partnership Property Partnership property can be transferred by a partner signing documents in the partnership's name. If property is held in … 323A.0303 Statement of Partnership Authority A partnership can file a statement of partnership authority with the Secretary of State to publicly declare which … 323A.0304 Statement of Denial A partner or a person listed as a partner can file a statement of denial with the Secretary of State. This statement can … 323A.0305 Partnership Liable for Partner's Actionable Conduct A partnership is liable for losses, injuries, or penalties caused by a partner's wrongful actions if the partner was … 323A.0306 Partner's Liability In a general partnership, all partners are personally liable for all partnership debts. However, a new partner who joins … 323A.0307 Actions by and Against Partnership and Partners A partnership can sue and be sued in its own name. A lawsuit can be brought against both the partnership and individual … 323A.0308 Liability of Purported Partner If someone pretends to be a partner or allows others to represent them as a partner, they can be held liable to anyone … 323A.0401 Partner's Rights and Duties Each partner has a capital account that tracks their contributions and share of profits and losses. Partners share … 323A.0402 Distributions in Kind A partner does not have the right to receive distributions in the form of physical property instead of cash. Similarly, … 323A.0403 Partner's Rights and Duties With Respect to Information A partnership must keep its books and records at its main office. Every partner and their agent has the right to inspect … 323A.0404 General Standards of Partner's Conduct Partners owe each other two main duties: loyalty and care. The duty of loyalty means partners must account for … 323A.0405 Actions by Partnership and Partners A partnership can sue a partner for breaking the partnership agreement or violating their duties. A partner can also sue … 323A.0406 Continuation of Partnership Beyond Definite Term or Particular Undertaking If a partnership was set up for a specific time period or project and continues after that period or project ends … 323A.0501 Partner Not Co-owner of Partnership Property A partner does not personally own any partnership property. A partner has no individual interest in partnership property … 323A.0502 Partner's Transferable Interest in Partnership The only thing a partner can transfer to someone else is their share of the partnership's profits, losses, and … 323A.0503 Transfer of Partner's Transferable Interest A partner can transfer their share of profits and losses to someone else, but the transfer does not make the new person … 323A.0504 Partner's Transferable Interest Subject to Charging Order If a partner owes money based on a court judgment, the creditor can ask the court to place a charging order on the … 323A.0601 Events Causing Partner's Dissociation A partner leaves the partnership (dissociates) when certain events happen. These include the partner giving notice of … 323A.0602 Partner's Power to Dissociate; Wrongful Dissociation A partner always has the power to leave the partnership, but leaving may be wrongful. Dissociation is wrongful if it … 323A.0603 Effect of Partner's Dissociation When a partner dissociates, their right to participate in management ends immediately. Their duty of loyalty and care … 323A.0701 Purchase of Dissociated Partner's Interest When a partner leaves without causing the partnership to dissolve, the partnership must buy out the departing partner's … 323A.0702 Dissociated Partner's Power to Bind and Liability to Partnership For two years after a partner leaves, the partnership may still be bound by that partner's actions if the other party … 323A.0703 Dissociated Partner's Liability to Other Persons A partner who leaves is not automatically freed from debts the partnership incurred before they left. They are also not … 323A.0704 Statement of Dissociation A departing partner or the partnership can file a statement of dissociation with the Secretary of State. This public … 323A.0705 Continued Use of Partnership Name If the remaining partners continue to use the partnership name, including the name of a departed partner, after that … 323A.0801 Events Causing Dissolution and Winding up of Partnership Business A partnership dissolves and must wind up its business when specific events occur. These include a partner giving notice … 323A.0802 Partnership Continues After Dissolution After a partnership dissolves, it continues to exist only for the purpose of winding up its business. The partnership is … 323A.0803 Right to Wind up Partnership Business After dissolution, any partner who did not wrongfully dissociate can participate in winding up the business. A court can … 323A.0804 Partner's Power to Bind Partnership After Dissolution After dissolution, the partnership is still bound by a partner's actions if the action is appropriate for winding up or … 323A.0805 Statement of Dissolution After dissolution, a partner who did not wrongfully dissociate can file a statement of dissolution with the Secretary of … 323A.0806 Partner's Liability to Other Partners After Dissolution After dissolution, each partner is liable to the other partners for their share of any partnership debts incurred during … 323A.0807 Settlement of Accounts and Contributions Among Partners When winding up the partnership, the partnership's assets, including partner contributions, must first be used to pay … 323A.0901 Definitions This section defines key terms used in the partnership conversion, merger, and domestication provisions. It covers terms … 323A.0902 Conversions A partnership can convert to another type of business entity by approving a plan of conversion. The plan must state the … 323A.0903 Filings Required for Conversion; Effective Date and Time When a partnership converts to another entity type, specific filings must be made with the Secretary of State. The … 323A.0904 Effect of Conversion When a conversion takes effect, the converted entity is the same entity as the partnership that converted. All property, … 323A.0905 Merger of Partnerships A partnership can merge with one or more other partnerships or limited partnerships. Each partnership approves the … 323A.0906 Effect of Merger When a merger is completed, the surviving partnership keeps all the property, rights, and obligations of every … 323A.0907 Statement of Merger After a merger, the surviving partnership must file a statement of merger with the Secretary of State. The statement … 323A.0908 This section has been repealed and is no longer in effect. It was removed by the legislature in 2018. 323A.0910 Domestication A partnership formed in another state can domesticate in Minnesota, becoming a Minnesota partnership while remaining the … 323A.0911 Action on Plan of Domestication by Domesticating Partnership A domesticating partnership must approve a plan of domestication. The plan must be approved by all partners unless the … 323A.0912 Filings Required for Domestication; Effective Date To complete a domestication, specific documents must be filed with the Secretary of State in both the current and new … 323A.0913 Effect of Domestication When a domestication takes effect, the partnership continues as the same entity, just governed by the laws of the new … 323A.0914 Restrictions on Approval of Mergers, Exchanges, Conversions, and Domestications This section sets restrictions on when a partnership can approve a merger, exchange, conversion, or domestication. It … 323A.1001 Statement of Qualification A partnership can become a limited liability partnership (LLP) by filing a statement of qualification with the Secretary … 323A.1002 Name The name of a limited liability partnership must include one of these designations: 'Registered Limited Liability … 323A.1003 Annual Renewal Every year, an LLP must file an annual renewal with the Secretary of State. The Secretary of State may send a reminder … 323A.1004 Revocation for Failure to Replace a Required Registered Agent If an LLP's registered agent resigns and the LLP fails to name a new agent by the time the resignation takes effect, the … 323A.1101 Law Governing Foreign Limited Liability Partnership The law of the state where a foreign LLP was formed governs its internal affairs, including partner relationships and … 323A.1102 Statement of Foreign Qualification A foreign LLP must file a statement of foreign qualification before doing business in Minnesota. The statement must … 323A.1103 Effect of Failure to Qualify A foreign LLP that has not filed a statement of foreign qualification cannot file or maintain a lawsuit in Minnesota … 323A.1104 Activities Not Constituting Transacting Business Certain activities by a foreign LLP do not count as doing business in Minnesota for registration purposes. These include … 323A.1105 Action by Attorney General The Minnesota Attorney General can bring a legal action to stop a foreign LLP from doing business in Minnesota if it has … 323A.1201 Short Title This chapter is officially called the 'Uniform Partnership Act (1994).' This is the short title used to refer to … 323A.1202 Applicability This chapter applies to all partnerships formed in Minnesota after a certain date. Partnerships formed before that date … 323A.1203 Effect of Designation A partnership remains the same entity for all purposes, including holding property and conducting business, regardless …