https://minnesotalawyer.com/statutes/chapter-323a/Recent content in Chapter 323A — Knowledge and Notice on MinnesotaLawyer.comHugoen-ushttps://minnesotalawyer.com/statutes/chapter-323a/323a.0101/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0101/This section defines key terms used throughout Minnesota’s Uniform Partnership Act. It explains what counts as a partnership, a partner, property, a distribution, and various types of legal filings. It also covers the $135 filing fee for documents submitted to the Secretary of State.https://minnesotalawyer.com/statutes/chapter-323a/323a.0102/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0102/This section explains when a person is considered to ‘know’ or have ’notice’ of a fact in partnership law. A person knows a fact if they actually know it. A person has notice if they know, have been notified, or should reasonably know. When one partner knows something about the partnership, the partnership itself is considered to know it too, unless the partner is committing fraud.https://minnesotalawyer.com/statutes/chapter-323a/323a.0103/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0103/The partnership agreement controls how partners relate to each other and to the partnership. Where the agreement is silent, this chapter fills in the gaps. However, partners cannot use their agreement to eliminate certain core protections, including the duty of loyalty, the duty of care, the obligation of good faith, and the rights of third parties.https://minnesotalawyer.com/statutes/chapter-323a/323a.0104/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0104/General legal principles like contract law and equity still apply to partnerships unless this chapter specifically says otherwise. If a partnership obligation requires interest but no rate is specified, the rate from section 549.09 applies.https://minnesotalawyer.com/statutes/chapter-323a/323a.0105/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0105/Partnerships can file official statements with the Secretary of State, including statements of authority, denial, dissociation, dissolution, and merger. Statements filed by a partnership must be signed by at least two partners under penalty of perjury. When a statement is filed, copies must be sent to all partners. Statements affecting real property must also be recorded with the county recorder.https://minnesotalawyer.com/statutes/chapter-323a/323a.0106/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0106/Generally, the law of the state where the partnership has its main office governs the relationships between partners. However, for limited liability partnerships (LLPs), Minnesota law always governs the relationships between partners and their liability for partnership obligations.https://minnesotalawyer.com/statutes/chapter-323a/323a.0107/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0107/Any partnership governed by this chapter is subject to future changes the legislature makes to the law. If the legislature amends or repeals any part of this partnership chapter, those changes apply to existing partnerships.https://minnesotalawyer.com/statutes/chapter-323a/323a.0201/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0201/A partnership is a separate legal entity from its individual partners. This means the partnership can own property, enter contracts, and be sued in its own name. When a partnership becomes a limited liability partnership by filing the required paperwork, it remains the same entity.https://minnesotalawyer.com/statutes/chapter-323a/323a.0202/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0202/A partnership is formed when two or more people join together to run a business for profit, even if they did not intend to create a partnership. Simply owning property together or sharing gross receipts does not create a partnership. However, if someone receives a share of business profits, they are presumed to be a partner unless the profits were received as payment for a debt, wages, rent, a loan, or a business sale.https://minnesotalawyer.com/statutes/chapter-323a/323a.0203/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0203/Property that a partnership acquires belongs to the partnership itself, not to the individual partners. Partners do not personally own partnership property.https://minnesotalawyer.com/statutes/chapter-323a/323a.0204/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0204/Property is considered partnership property if it is acquired in the partnership’s name or in a partner’s name with an indication that they are acting as a partner. Property bought with partnership money is presumed to be partnership property even if it is not in the partnership’s name. Property in a partner’s personal name and bought with personal funds is presumed to be that partner’s separate property, even if used for partnership purposes.https://minnesotalawyer.com/statutes/chapter-323a/323a.0301/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0301/Every partner acts as an agent for the partnership in its ordinary business. If a partner does something in the normal course of business, it binds the partnership, unless the partner had no authority and the other party knew it. Actions outside the ordinary course of business only bind the partnership if the other partners authorized them.https://minnesotalawyer.com/statutes/chapter-323a/323a.0302/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0302/Partnership property can be transferred by a partner signing documents in the partnership’s name. If property is held in individual partners’ names, those partners can transfer it. The partnership can only recover improperly transferred property if the transfer was unauthorized and the buyer knew about it. If one person ends up owning all partnership interests, all partnership property goes to that person.https://minnesotalawyer.com/statutes/chapter-323a/323a.0303/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0303/A partnership can file a statement of partnership authority with the Secretary of State to publicly declare which partners are authorized to act on behalf of the partnership. The statement must include the partnership name, address, partner names, and who can transfer real property. Filed authority grants are conclusive for people who rely on them without knowledge of limitations.https://minnesotalawyer.com/statutes/chapter-323a/323a.0304/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0304/A partner or a person listed as a partner can file a statement of denial with the Secretary of State. This statement can deny a person’s authority or even deny that they are a partner. The denial acts as a public limitation on authority.https://minnesotalawyer.com/statutes/chapter-323a/323a.0305/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0305/A partnership is liable for losses, injuries, or penalties caused by a partner’s wrongful actions if the partner was acting in the ordinary course of partnership business or with the partnership’s authority. If a partner receives someone else’s money or property during partnership business and misuses it, the partnership is liable for the loss.https://minnesotalawyer.com/statutes/chapter-323a/323a.0306/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0306/In a general partnership, all partners are personally liable for all partnership debts. However, a new partner who joins an existing partnership is not liable for debts from before they joined. In a limited liability partnership (LLP), partnership debts are the partnership’s responsibility only, and individual partners are not personally liable just because they are partners.https://minnesotalawyer.com/statutes/chapter-323a/323a.0307/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0307/A partnership can sue and be sued in its own name. A lawsuit can be brought against both the partnership and individual partners. However, a judgment against the partnership alone is not automatically a judgment against the partners. Before a creditor can go after a partner’s personal assets, they must first try to collect from the partnership, unless the partnership is bankrupt or the partner agreed otherwise.https://minnesotalawyer.com/statutes/chapter-323a/323a.0308/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0308/If someone pretends to be a partner or allows others to represent them as a partner, they can be held liable to anyone who relies on that representation. If the false claim is made publicly, the pretend partner is liable even to people they do not know about. Simply being named in a partnership authority statement does not make someone liable as a partner, and failing to file a dissociation statement does not create continued liability.https://minnesotalawyer.com/statutes/chapter-323a/323a.0401/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0401/Each partner has a capital account that tracks their contributions and share of profits and losses. Partners share profits and losses equally unless the partnership agreement says otherwise. Partners are not paid salaries for partnership work. Each partner has an equal say in managing the partnership, and ordinary business decisions are made by majority vote. Major changes outside ordinary business need all partners to agree.https://minnesotalawyer.com/statutes/chapter-323a/323a.0402/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0402/A partner does not have the right to receive distributions in the form of physical property instead of cash. Similarly, a partner cannot be forced to accept property instead of cash when receiving distributions from the partnership.https://minnesotalawyer.com/statutes/chapter-323a/323a.0403/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0403/A partnership must keep its books and records at its main office. Every partner and their agent has the right to inspect and copy partnership records during regular business hours. The partnership must also give partners any information about the business that they reasonably need to exercise their rights and duties as partners.https://minnesotalawyer.com/statutes/chapter-323a/323a.0404/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0404/Partners owe each other two main duties: loyalty and care. The duty of loyalty means partners must account for partnership profits, avoid competing with the partnership, and avoid conflicts of interest. The duty of care means partners must not act with gross negligence, reckless conduct, intentional wrongdoing, or knowing violation of the law. Partners must also act in good faith and deal fairly with each other.https://minnesotalawyer.com/statutes/chapter-323a/323a.0405/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0405/A partnership can sue a partner for breaking the partnership agreement or violating their duties. A partner can also sue the partnership or other partners to enforce their rights. A partner does not have to wait until the partnership ends to bring a lawsuit if they can show they will suffer harm from waiting.https://minnesotalawyer.com/statutes/chapter-323a/323a.0406/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0406/If a partnership was set up for a specific time period or project and continues after that period or project ends without a new agreement, it becomes a partnership at will. The partners keep the same rights and duties as before, and any partner can leave at any time.https://minnesotalawyer.com/statutes/chapter-323a/323a.0501/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0501/A partner does not personally own any partnership property. A partner has no individual interest in partnership property that can be transferred or seized by creditors.https://minnesotalawyer.com/statutes/chapter-323a/323a.0502/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0502/The only thing a partner can transfer to someone else is their share of the partnership’s profits, losses, and distributions. This is called the partner’s transferable interest and it is treated as personal property. A partner cannot transfer their management rights or voting power.https://minnesotalawyer.com/statutes/chapter-323a/323a.0503/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0503/A partner can transfer their share of profits and losses to someone else, but the transfer does not make the new person a partner or give them any management rights. The transferee only gets the right to receive the financial distributions the partner would have received. The other partners can still expel a partner who has transferred all of their interest.https://minnesotalawyer.com/statutes/chapter-323a/323a.0504/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0504/If a partner owes money based on a court judgment, the creditor can ask the court to place a charging order on the partner’s share of partnership distributions. The court can appoint a receiver to collect distributions owed to the partner. The charging order is the only way a creditor can reach a partner’s interest in the partnership. The other partners can buy out the charged interest to remove the creditor.https://minnesotalawyer.com/statutes/chapter-323a/323a.0601/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0601/A partner leaves the partnership (dissociates) when certain events happen. These include the partner giving notice of their intent to leave, being expelled by the other partners or by court order, going bankrupt, dying, having a guardian appointed, or being a business entity that dissolves. The partnership agreement can also list other events that cause dissociation.https://minnesotalawyer.com/statutes/chapter-323a/323a.0602/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0602/A partner always has the power to leave the partnership, but leaving may be wrongful. Dissociation is wrongful if it violates the partnership agreement or if the partner leaves a fixed-term partnership before the term expires. A wrongfully dissociating partner may be liable to the other partners for damages caused by the wrongful departure.https://minnesotalawyer.com/statutes/chapter-323a/323a.0603/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0603/When a partner dissociates, their right to participate in management ends immediately. Their duty of loyalty and care also ends, except for matters that arose before the dissociation. If the dissociation does not cause dissolution, the partnership must buy out the departing partner’s interest.https://minnesotalawyer.com/statutes/chapter-323a/323a.0701/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0701/When a partner leaves without causing the partnership to dissolve, the partnership must buy out the departing partner’s interest. The buyout price is based on what the partner would receive if the partnership were dissolved and wound up on the date of dissociation. If the departure was wrongful, the buyout price is reduced by any damages the partner caused.https://minnesotalawyer.com/statutes/chapter-323a/323a.0702/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0702/For two years after a partner leaves, the partnership may still be bound by that partner’s actions if the other party reasonably believed the person was still a partner and did not know about the dissociation. The former partner is liable to the partnership for any loss caused by binding the partnership to an obligation after dissociation.https://minnesotalawyer.com/statutes/chapter-323a/323a.0703/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0703/A partner who leaves is not automatically freed from debts the partnership incurred before they left. They are also not liable for new partnership debts after leaving, unless a third party reasonably believed they were still a partner. A departing partner can be released from existing debts through an agreement with the creditor and the partnership.https://minnesotalawyer.com/statutes/chapter-323a/323a.0704/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0704/A departing partner or the partnership can file a statement of dissociation with the Secretary of State. This public filing states that the partner has left the partnership. Once filed, it limits the former partner’s authority and provides notice to third parties. For real property transfers, a certified copy should be recorded with the county recorder.https://minnesotalawyer.com/statutes/chapter-323a/323a.0705/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0705/If the remaining partners continue to use the partnership name, including the name of a departed partner, after that partner leaves, the departed partner is not automatically liable for new partnership obligations just because their name is still being used.https://minnesotalawyer.com/statutes/chapter-323a/323a.0801/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0801/A partnership dissolves and must wind up its business when specific events occur. These include a partner giving notice in a partnership at will, the expiration of a fixed term, an event specified in the partnership agreement, all partners agreeing to dissolve, certain events that make the business illegal, a court order on request of a partner, or a court order on request of a transferee.https://minnesotalawyer.com/statutes/chapter-323a/323a.0802/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0802/After a partnership dissolves, it continues to exist only for the purpose of winding up its business. The partnership is officially terminated when the winding up is complete. Partners who did not wrongfully cause the dissolution can agree to waive dissolution and continue the business instead.https://minnesotalawyer.com/statutes/chapter-323a/323a.0803/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0803/After dissolution, any partner who did not wrongfully dissociate can participate in winding up the business. A court can order judicial supervision of the winding up if requested. The partnership can still do things needed to complete existing business and preserve property, including selling partnership property.https://minnesotalawyer.com/statutes/chapter-323a/323a.0804/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0804/After dissolution, the partnership is still bound by a partner’s actions if the action is appropriate for winding up or if the other party did not know about the dissolution and the act would have bound the partnership before dissolution.https://minnesotalawyer.com/statutes/chapter-323a/323a.0805/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0805/After dissolution, a partner who did not wrongfully dissociate can file a statement of dissolution with the Secretary of State. Once filed, it tells the world that the partnership has dissolved. After 90 days from filing, third parties cannot claim they did not know about the dissolution for transactions involving non-real property.https://minnesotalawyer.com/statutes/chapter-323a/323a.0806/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0806/After dissolution, each partner is liable to the other partners for their share of any partnership debts incurred during the winding up process. In an LLP, partners are not personally liable for partnership debts incurred during winding up.https://minnesotalawyer.com/statutes/chapter-323a/323a.0807/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0807/When winding up the partnership, the partnership’s assets, including partner contributions, must first be used to pay creditors. Any surplus is distributed to partners based on their accounts. If there is a deficit, partners must contribute their share. Each partner has the right to a settlement of accounts after winding up.https://minnesotalawyer.com/statutes/chapter-323a/323a.0901/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0901/This section defines key terms used in the partnership conversion, merger, and domestication provisions. It covers terms like ‘converted entity,’ ‘converting entity,’ ‘domestic entity,’ ‘foreign entity,’ ‘interest holder,’ and other terms needed to understand how partnerships can change their legal form or combine with other entities.https://minnesotalawyer.com/statutes/chapter-323a/323a.0902/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0902/A partnership can convert to another type of business entity by approving a plan of conversion. The plan must state the type of entity it will become, the terms of the conversion, and how interests will be converted. The conversion must be approved by all partners unless the partnership agreement provides for a different vote.https://minnesotalawyer.com/statutes/chapter-323a/323a.0903/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0903/When a partnership converts to another entity type, specific filings must be made with the Secretary of State. The conversion becomes effective when all required documents are filed, or at a later date specified in the documents.https://minnesotalawyer.com/statutes/chapter-323a/323a.0904/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0904/When a conversion takes effect, the converted entity is the same entity as the partnership that converted. All property, rights, and obligations of the partnership carry over to the new entity. Existing lawsuits can continue against the converted entity. Partners’ interests are converted according to the plan of conversion.https://minnesotalawyer.com/statutes/chapter-323a/323a.0905/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0905/A partnership can merge with one or more other partnerships or limited partnerships. Each partnership approves the merger plan according to its own rules. After the merger, the surviving partnership continues and the merged partnerships cease to exist. All rights, property, and obligations transfer to the surviving entity.https://minnesotalawyer.com/statutes/chapter-323a/323a.0906/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0906/When a merger is completed, the surviving partnership keeps all the property, rights, and obligations of every partnership that merged into it. Any claims or lawsuits against the merged partnerships continue against the surviving partnership. Partners of the merged partnerships have their interests converted as specified in the merger plan.https://minnesotalawyer.com/statutes/chapter-323a/323a.0907/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0907/After a merger, the surviving partnership must file a statement of merger with the Secretary of State. The statement must include the names of the merged partnerships and the surviving entity. If a merged partnership had real property, a certified copy of the statement should be recorded with the county recorder.https://minnesotalawyer.com/statutes/chapter-323a/323a.0908/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0908/This section has been repealed and is no longer in effect. It was removed by the legislature in 2018.https://minnesotalawyer.com/statutes/chapter-323a/323a.0910/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0910/A partnership formed in another state can domesticate in Minnesota, becoming a Minnesota partnership while remaining the same entity. Similarly, a Minnesota partnership can domesticate in another state. The domestication requires a plan that is approved by the partners and filed with the appropriate state offices.https://minnesotalawyer.com/statutes/chapter-323a/323a.0911/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0911/A domesticating partnership must approve a plan of domestication. The plan must be approved by all partners unless the partnership agreement provides for a different vote. The plan must state the name and jurisdiction of the partnership, the jurisdiction it will domesticate to, and the terms of the domestication.https://minnesotalawyer.com/statutes/chapter-323a/323a.0912/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0912/To complete a domestication, specific documents must be filed with the Secretary of State in both the current and new jurisdictions. The domestication becomes effective when all required filings are complete, or at a later date specified in the documents.https://minnesotalawyer.com/statutes/chapter-323a/323a.0913/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0913/When a domestication takes effect, the partnership continues as the same entity, just governed by the laws of the new jurisdiction. All property, rights, and obligations carry over. Existing lawsuits continue. The partnership’s name can be changed as part of the domestication.https://minnesotalawyer.com/statutes/chapter-323a/323a.0914/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.0914/This section sets restrictions on when a partnership can approve a merger, exchange, conversion, or domestication. It ensures that these major transactions cannot be used to circumvent partner protections or third-party rights that would otherwise apply.https://minnesotalawyer.com/statutes/chapter-323a/323a.1001/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1001/A partnership can become a limited liability partnership (LLP) by filing a statement of qualification with the Secretary of State. The statement must include the partnership name, address, the number of partners, and a description of the business. Partners must vote to approve LLP status according to the partnership agreement. Once filed, the LLP status protects individual partners from personal liability for partnership debts.https://minnesotalawyer.com/statutes/chapter-323a/323a.1002/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1002/The name of a limited liability partnership must include one of these designations: ‘Registered Limited Liability Partnership,’ ‘Limited Liability Partnership,’ ‘R.L.L.P.,’ ‘L.L.P.,’ ‘RLLP,’ or ‘LLP.’ The name must also meet the general naming standards required for business entities in Minnesota.https://minnesotalawyer.com/statutes/chapter-323a/323a.1003/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1003/Every year, an LLP must file an annual renewal with the Secretary of State. The Secretary of State may send a reminder notice. If the annual renewal is not filed by December 31, the LLP’s statement of qualification will be revoked. The renewal can be filed online or on paper.https://minnesotalawyer.com/statutes/chapter-323a/323a.1004/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1004/If an LLP’s registered agent resigns and the LLP fails to name a new agent by the time the resignation takes effect, the Secretary of State must notify the LLP. If the LLP does not name a new agent within 30 days after the notice, its statement of qualification will be revoked.https://minnesotalawyer.com/statutes/chapter-323a/323a.1101/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1101/The law of the state where a foreign LLP was formed governs its internal affairs, including partner relationships and liability. However, a foreign LLP doing business in Minnesota cannot offer its partners more liability protection than Minnesota law provides to partners of domestic LLPs.https://minnesotalawyer.com/statutes/chapter-323a/323a.1102/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1102/A foreign LLP must file a statement of foreign qualification before doing business in Minnesota. The statement must include the partnership name, state of formation, address, agent for service of process, and a description of the business. The statement must be filed with the Secretary of State with the required filing fee.https://minnesotalawyer.com/statutes/chapter-323a/323a.1103/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1103/A foreign LLP that has not filed a statement of foreign qualification cannot file or maintain a lawsuit in Minnesota courts. However, failure to qualify does not affect the validity of contracts or prevent the LLP from defending itself in court. The LLP may still register at any time to cure the deficiency.https://minnesotalawyer.com/statutes/chapter-323a/323a.1104/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1104/Certain activities by a foreign LLP do not count as doing business in Minnesota for registration purposes. These include maintaining bank accounts, holding meetings, maintaining offices for internal affairs, selling through independent contractors, soliciting orders that need out-of-state acceptance, and owning property.https://minnesotalawyer.com/statutes/chapter-323a/323a.1105/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1105/The Minnesota Attorney General can bring a legal action to stop a foreign LLP from doing business in Minnesota if it has not properly registered as required by the foreign LLP provisions.https://minnesotalawyer.com/statutes/chapter-323a/323a.1201/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1201/This chapter is officially called the ‘Uniform Partnership Act (1994).’ This is the short title used to refer to Minnesota’s main partnership law.https://minnesotalawyer.com/statutes/chapter-323a/323a.1202/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1202/This chapter applies to all partnerships formed in Minnesota after a certain date. Partnerships formed before that date could elect to be governed by this chapter. After January 1, 2002, this chapter governs all partnerships in Minnesota, regardless of when they were formed.https://minnesotalawyer.com/statutes/chapter-323a/323a.1203/Mon, 01 Jan 0001 00:00:00 +0000https://minnesotalawyer.com/statutes/chapter-323a/323a.1203/A partnership remains the same entity for all purposes, including holding property and conducting business, regardless of whether it changes its status, converts to another entity type, or undergoes other structural changes under this chapter.