HF 1889

as introduced - 82nd Legislature (2001 - 2002) Posted on 12/15/2009 12:00am

  1.1                          A bill for an act 
  1.2             relating to partnership; regulating certain transition 
  1.3             issues under the Uniform Partnership Act of 1994; 
  1.4             amending Minnesota Statutes 2000, section 323A.12-02.  
  1.5   BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.6      Section 1.  Minnesota Statutes 2000, section 323A.12-02, is 
  1.7   amended to read: 
  1.8      323A.12-02 [APPLICABILITY.] 
  1.9      (a) Before January 1, 2002, chapter 323A governs only a 
  1.10  partnership formed: 
  1.11     (1) after January 1, 1999, unless that partnership is 
  1.12  continuing the business of a dissolved partnership under section 
  1.13  323.40; and 
  1.14     (2) before January 1, 1999, that elects, as provided by 
  1.15  subsection (c), to be governed by chapter 323A. 
  1.16     (b) On and after January 1, 2002, chapter 323A governs all 
  1.17  partnerships. 
  1.18     (c) Before January 1, 2002, a partnership voluntarily may 
  1.19  elect, in the manner provided in its partnership agreement or by 
  1.20  law for amending the partnership agreement, to be governed by 
  1.21  chapter 323A.  The Before January 1, 2002, provisions of chapter 
  1.22  323A relating to the liability of the partnership's partners to 
  1.23  third parties apply to limit those partners' liability to a 
  1.24  third party who had done business with the partnership within 
  1.25  one year preceding the partnership's election to be governed by 
  2.1   chapter 323A, only if the third party knows or has received a 
  2.2   notification of the partnership's election to be governed by 
  2.3   chapter 323A. 
  2.4      Sec. 2.  [STATEMENT OF QUALIFICATION; GENERAL PARTNERSHIP 
  2.5   GOVERNED BY CHAPTER 323.] 
  2.6      After August 31, 2001, and before January 1, 2002, a 
  2.7   general partnership governed by Minnesota Statutes, chapter 323, 
  2.8   may file a statement of qualification as provided by Minnesota 
  2.9   Statutes, section 323A.10-01, to be effective January 1, 2002.  
  2.10  A statement of qualification filed pursuant to this section: 
  2.11     (1) is not an election under Minnesota Statutes, section 
  2.12  323A.12-02, paragraph (c), to be governed by Minnesota Statutes, 
  2.13  chapter 323A; 
  2.14     (2) has the same effect as a statement of qualification 
  2.15  filed by a partnership which on the date of filing is governed 
  2.16  by Minnesota Statutes, chapter 323A, except that the statement 
  2.17  filed pursuant to this section takes effect on January 1, 2002; 
  2.18  and 
  2.19     (3) must include the following, clearly and conspicuously 
  2.20  stated:  "This statement of qualification is filed pursuant to 
  2.21  section 2 of this act, is not an election under Minnesota 
  2.22  Statutes, section 323A.12-02, paragraph (c), to be governed by 
  2.23  Minnesota Statutes, chapter 323A, and is to take effect on 
  2.24  January 1, 2002, when by operation of law, Minnesota Statutes, 
  2.25  chapter 323A, will govern the partnership that is filing this 
  2.26  statement."