1.1                          A bill for an act 
  1.2             relating to business organizations; enacting and 
  1.3             modifying the Uniform Limited Partnership Act of 2001; 
  1.4             providing transitional provisions; making conforming 
  1.5             changes; regulating the organization, structure, and 
  1.6             governance of business corporations, nonprofit 
  1.7             corporations, and limited liability companies; 
  1.8             appropriating money; amending Minnesota Statutes 2002, 
  1.9             sections 5.25, subdivision 1; 302A.011, subdivisions 
  1.10            21, 31, 49, 51, by adding subdivisions; 302A.111, 
  1.11            subdivision 2; 302A.115, subdivision 1; 302A.137; 
  1.12            302A.215; 302A.231, subdivisions 4, 6; 302A.401, 
  1.13            subdivision 3; 302A.402, subdivision 2; 302A.437, 
  1.14            subdivision 1; 302A.441; 302A.471, subdivisions 1, 3; 
  1.15            302A.473, subdivisions 3, 4; 302A.521, subdivision 1; 
  1.16            302A.651, subdivision 1; 302A.661, subdivision 2; 
  1.17            302A.723, subdivision 1; 308A.121, subdivision 1; 
  1.18            317A.011, subdivision 14, by adding a subdivision; 
  1.19            317A.115, subdivision 2; 317A.231, subdivisions 4, 5; 
  1.20            317A.447; 322B.03, subdivisions 36a, 45a; 322B.115, 
  1.21            subdivision 2; 322B.12, subdivision 1; 322B.155; 
  1.22            322B.346, subdivision 1; 322B.35, subdivision 1; 
  1.23            322B.383, subdivision 1; 322B.386, subdivisions 3, 4; 
  1.24            322B.40, subdivision 6; 322B.63; 322B.643, 
  1.25            subdivisions 4, 6; 322B.77, subdivision 2; 323A.1-01; 
  1.26            Minnesota Statutes 2003 Supplement, section 317A.443, 
  1.27            subdivision 2; proposing coding for new law in 
  1.28            Minnesota Statutes, chapters 302A; 322B; proposing 
  1.29            coding for new law as Minnesota Statutes, chapter 321; 
  1.30            repealing Minnesota Statutes 2002, sections 322A.01; 
  1.31            322A.02; 322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 
  1.32            322A.11; 322A.12; 322A.13; 322A.14; 322A.15; 322A.16; 
  1.33            322A.17; 322A.18; 322A.19; 322A.24; 322A.25; 322A.26; 
  1.34            322A.27; 322A.28; 322A.31; 322A.32; 322A.33; 322A.34; 
  1.35            322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 322A.45; 
  1.36            322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 
  1.37            322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 
  1.38            322A.63; 322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 
  1.39            322A.71; 322A.72; 322A.73; 322A.74; 322A.75; 322A.76; 
  1.40            322A.761; 322A.79; 322A.80; 322A.81; 322A.82; 322A.85; 
  1.41            322A.86; 322A.87; 322A.88. 
  1.42  BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
  1.43                             ARTICLE 1 
  2.1                          GENERAL PROVISIONS 
  2.2      Section 1.  [321.101] [SHORT TITLE.] 
  2.3      This chapter may be cited as the Uniform Limited 
  2.4   Partnership Act 2001. 
  2.5      Sec. 2.  [321.102] [DEFINITIONS.] 
  2.6      In this chapter: 
  2.7      (1) "Certificate of limited partnership" means the 
  2.8   certificate required by section 321.201.  The term includes the 
  2.9   certificate as amended or restated. 
  2.10     (2) "Contribution," except in the phrase "right of 
  2.11  contribution," means any benefit provided by a person to a 
  2.12  limited partnership in order to become a partner or in the 
  2.13  person's capacity as a partner. 
  2.14     (3) "Debtor in bankruptcy" means a person that is the 
  2.15  subject of: 
  2.16     (A) an order for relief under Title 11 of the United States 
  2.17  Code or a comparable order under a successor statute of general 
  2.18  application; or 
  2.19     (B) a comparable order under federal, state, or foreign law 
  2.20  governing insolvency. 
  2.21     (4) "Designated office" means: 
  2.22     (A) with respect to a limited partnership, the office that 
  2.23  the limited partnership is required to designate and maintain 
  2.24  under section 321.114; and 
  2.25     (B) with respect to a foreign limited partnership, its 
  2.26  principal office. 
  2.27     (5) "Distribution" means a transfer of money or other 
  2.28  property from a limited partnership to a partner in the 
  2.29  partner's capacity as a partner or to a transferee on account of 
  2.30  a transferable interest owned by the transferee. 
  2.31     (6) "Foreign limited liability limited partnership" means a 
  2.32  foreign limited partnership whose general partners have limited 
  2.33  liability for the obligations of the foreign limited partnership 
  2.34  under a provision similar to section 321.404(c). 
  2.35     (7) "Foreign limited partnership" means a partnership 
  2.36  formed under the laws of a jurisdiction other than this state 
  3.1   and required by those laws to have one or more general partners 
  3.2   and one or more limited partners.  The term includes a foreign 
  3.3   limited liability limited partnership. 
  3.4      (8) "General partner" means: 
  3.5      (A) with respect to a limited partnership, a person that: 
  3.6      (i) becomes a general partner under section 321.401 and has 
  3.7   not become dissociated as a general partner under section 
  3.8   321.603; or 
  3.9      (ii) was a general partner in a limited partnership when 
  3.10  the limited partnership became subject to this chapter under 
  3.11  section 321.1206(b), (c), or (f) and has not become dissociated 
  3.12  as a general partner under section 321.603; and 
  3.13     (B) with respect to a foreign limited partnership, a person 
  3.14  that has rights, powers, and obligations similar to those of a 
  3.15  general partner in a limited partnership. 
  3.16     (9) "Limited liability limited partnership," except in the 
  3.17  phrases "foreign limited liability limited partnership" and 
  3.18  "limited partnership that is a limited liability limited 
  3.19  partnership under section 322A.88," means: 
  3.20     (A) a limited partnership whose certificate of limited 
  3.21  partnership states that the limited partnership is a limited 
  3.22  liability limited partnership; or 
  3.23     (B) a limited partnership that: 
  3.24     (i) became subject to this chapter under section 
  3.25  321.1206(b), (c), or (f); 
  3.26     (ii) immediately before becoming subject to this chapter 
  3.27  was a limited liability limited partnership under section 
  3.28  322A.88; and 
  3.29     (iii) since becoming subject to this chapter has not 
  3.30  amended its certificate of limited partnership to state that it 
  3.31  is not a limited liability limited partnership. 
  3.32     (10) "Limited partner" means: 
  3.33     (A) with respect to a limited partnership, a person that: 
  3.34     (i) becomes a limited partner under section 321.301 and has 
  3.35  not become dissociated as a limited partner under section 
  3.36  321.601; or 
  4.1      (ii) was a limited partner in a limited partnership when 
  4.2   the limited partnership became subject to this chapter under 
  4.3   section 321.1206(b), (c), or (f) and has not become dissociated 
  4.4   as a limited partner under section 321.601; and 
  4.5      (B) with respect to a foreign limited partnership, a person 
  4.6   that has rights, powers, and obligations similar to those of a 
  4.7   limited partner in a limited partnership. 
  4.8      (11) "Limited partnership," except in the phrases "foreign 
  4.9   limited partnership," "foreign limited liability limited 
  4.10  partnership," "limited partnership formed under chapter 322," 
  4.11  "limited partnership formed under chapter 322A," and "limited 
  4.12  partnership that is a limited liability limited partnership 
  4.13  under chapter 322A," means an entity, having one or more general 
  4.14  partners and one or more limited partners, which is formed under 
  4.15  this chapter by two or more persons or becomes subject to this 
  4.16  chapter under article 11 or section 321.1206(b), (c), or (f).  
  4.17  The term includes a limited liability limited partnership. 
  4.18     (12) "Partner" means a limited partner or general partner. 
  4.19     (13) "Partnership agreement" means the partners' agreement, 
  4.20  whether oral, implied, in a record, or in any combination, 
  4.21  concerning the limited partnership.  The term includes the 
  4.22  agreement as amended. 
  4.23     (14) "Person" means an individual, corporation, business 
  4.24  trust, estate, trust, partnership, limited liability company, 
  4.25  association, joint venture, government; governmental 
  4.26  subdivision, agency, or instrumentality; public corporation, or 
  4.27  any other legal or commercial entity. 
  4.28     (15) "Person dissociated as a general partner" means a 
  4.29  person dissociated as a general partner of a limited partnership.
  4.30     (16) "Principal office" means the office where the 
  4.31  principal executive office of a limited partnership or foreign 
  4.32  limited partnership is located, whether or not the office is 
  4.33  located in this state. 
  4.34     (17) "Record" means information that is inscribed on a 
  4.35  tangible medium or that is stored in an electronic or other 
  4.36  medium and is retrievable in perceivable form. 
  5.1      (18) "Required information" means the information that a 
  5.2   limited partnership is required to maintain under section 
  5.3   321.111. 
  5.4      (19) "Sign" means: 
  5.5      (A) to execute or adopt a tangible symbol with the present 
  5.6   intent to authenticate a record; or 
  5.7      (B) to attach or logically associate an electronic symbol, 
  5.8   sound, or process to or with a record with the present intent to 
  5.9   authenticate the record. 
  5.10     (20) "State" means a state of the United States, the 
  5.11  District of Columbia, Puerto Rico, the United States Virgin 
  5.12  Islands, or any territory or insular possession subject to the 
  5.13  jurisdiction of the United States. 
  5.14     (21) "Transfer" includes an assignment, conveyance, deed, 
  5.15  bill of sale, lease, mortgage, security interest, encumbrance, 
  5.16  gift, and transfer by operation of law. 
  5.17     (22) "Transferable interest" means a partner's right to 
  5.18  receive distributions. 
  5.19     (23) "Transferee" means, except in section 321.409, a 
  5.20  person to which all or part of a transferable interest has been 
  5.21  transferred, whether or not the transferor is a partner. 
  5.22     Sec. 3.  [321.103] [KNOWLEDGE AND NOTICE.] 
  5.23     (a) A person knows a fact if the person has actual 
  5.24  knowledge of it. 
  5.25     (b) A person has notice of a fact if the person: 
  5.26     (1) knows of it; 
  5.27     (2) has received a notification of it; 
  5.28     (3) has reason to know it exists from all of the facts 
  5.29  known to the person at the time in question; or 
  5.30     (4) has notice of it under subsection (c) or (d). 
  5.31     (c) A certificate of limited partnership on file in the 
  5.32  office of the secretary of state is notice that the partnership 
  5.33  is a limited partnership and the persons designated in the 
  5.34  certificate as general partners are general partners.  Except as 
  5.35  otherwise provided in subsections (d) and (i), the certificate 
  5.36  is not notice of any other fact. 
  6.1      (d) Subject to subsection (i), a person has notice of: 
  6.2      (1) another person's dissociation as a general partner, 90 
  6.3   days after the effective date of a filed amendment to the 
  6.4   certificate of limited partnership which states that the other 
  6.5   person has dissociated or 90 days after the effective date of a 
  6.6   filed statement of dissociation pertaining to the other person, 
  6.7   whichever occurs first; 
  6.8      (2) a limited partnership's dissolution, 90 days after the 
  6.9   effective date of a filed amendment to the certificate of 
  6.10  limited partnership stating that the limited partnership is 
  6.11  dissolved; 
  6.12     (3) a limited partnership's termination, 90 days after the 
  6.13  effective date of a filed statement of termination; 
  6.14     (4) a limited partnership's conversion under article 11, 90 
  6.15  days after the effective date of the filed articles of 
  6.16  conversion; or 
  6.17     (5) a merger under article 11, 90 days after the effective 
  6.18  date of the filed articles of merger. 
  6.19     (e) A person notifies or gives a notification to another 
  6.20  person by taking steps reasonably required to inform the other 
  6.21  person in ordinary course, whether or not the other person 
  6.22  learns of it. 
  6.23     (f) A person receives a notification when the notification: 
  6.24     (1) comes to the person's attention; or 
  6.25     (2) is delivered at the person's place of business or at 
  6.26  any other place held out by the person as a place for receiving 
  6.27  communications. 
  6.28     (g) Except as otherwise provided in subsection (h), a 
  6.29  person other than an individual knows, has notice, or receives a 
  6.30  notification of a fact for purposes of a particular transaction 
  6.31  when the individual conducting the transaction for the person 
  6.32  knows, has notice, or receives a notification of the fact, or in 
  6.33  any event when the fact would have been brought to the 
  6.34  individual's attention if the person had exercised reasonable 
  6.35  diligence.  A person other than an individual exercises 
  6.36  reasonable diligence if it maintains reasonable routines for 
  7.1   communicating significant information to the individual 
  7.2   conducting the transaction for the person and there is 
  7.3   reasonable compliance with the routines.  Reasonable diligence 
  7.4   does not require an individual acting for the person to 
  7.5   communicate information unless the communication is part of the 
  7.6   individual's regular duties or the individual has reason to know 
  7.7   of the transaction and that the transaction would be materially 
  7.8   affected by the information. 
  7.9      (h) A general partner's knowledge, notice, or receipt of a 
  7.10  notification of a fact relating to the limited partnership is 
  7.11  effective immediately as knowledge of, notice to, or receipt of 
  7.12  a notification by the limited partnership, except in the case of 
  7.13  a fraud on the limited partnership committed by or with the 
  7.14  consent of the general partner.  A limited partner's knowledge, 
  7.15  notice, or receipt of a notification of a fact relating to the 
  7.16  limited partnership is not effective as knowledge of, notice to, 
  7.17  or receipt of a notification by the limited partnership. 
  7.18     (i) Notice otherwise effective under subsection (d) does 
  7.19  not affect the power of a person to transfer real property held 
  7.20  in the name of a limited partnership unless at the time of 
  7.21  transfer a certified copy of the relevant statement, amendment, 
  7.22  or articles, as filed with the secretary of state, has been 
  7.23  recorded in the Office of the County Recorder in the county in 
  7.24  which the real property affected by the statement, amendment, or 
  7.25  articles is located or, if the real property is registered under 
  7.26  chapter 508 or 508A, memorialized on the certificate of title 
  7.27  for that property. 
  7.28     Sec. 4.  [321.104] [NATURE, PURPOSE, AND DURATION OF 
  7.29  ENTITY.] 
  7.30     (a) A limited partnership is an entity distinct from its 
  7.31  partners.  A limited partnership is the same entity regardless 
  7.32  of whether its certificate states that the limited partnership 
  7.33  is a limited liability limited partnership. 
  7.34     (b) A limited partnership may be organized under this 
  7.35  chapter for any lawful purpose. 
  7.36     (c) A limited partnership has a perpetual duration. 
  8.1      Sec. 5.  [321.105] [POWERS.] 
  8.2      A limited partnership has the powers to do all things 
  8.3   necessary or convenient to carry on its activities, including 
  8.4   the power to sue, be sued, and defend in its own name and to 
  8.5   maintain an action against a partner for harm caused to the 
  8.6   limited partnership by a breach of the partnership agreement or 
  8.7   violation of a duty to the partnership. 
  8.8      Sec. 6.  [321.106] [GOVERNING LAW.] 
  8.9      The law of this state governs relations among the partners 
  8.10  of a limited partnership and between the partners and the 
  8.11  limited partnership and the liability of partners as partners 
  8.12  for an obligation of the limited partnership. 
  8.13     Sec. 7.  [321.107] [SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF 
  8.14  INTEREST.] 
  8.15     (a) Unless displaced by particular provisions of this 
  8.16  chapter, the principles of law and equity supplement this 
  8.17  chapter. 
  8.18     (b) If an obligation to pay interest arises under this 
  8.19  chapter and the rate is not specified, the rate is that 
  8.20  specified in section 334.01. 
  8.21     Sec. 8.  [321.108] [NAME.] 
  8.22     (a) The name of a limited partnership may contain the name 
  8.23  of any partner. 
  8.24     (b) The name of a limited partnership that is not a limited 
  8.25  liability limited partnership must contain the phrase "limited 
  8.26  partnership" or the abbreviation "L.P." or "LP" and may not 
  8.27  contain the phrase "limited liability limited partnership" or 
  8.28  the abbreviation "LLLP" or "L.L.L.P." 
  8.29     (c) Except as provided in section 321.1206(d)(1), the name 
  8.30  of a limited liability limited partnership must contain the 
  8.31  phrase "limited liability limited partnership" or the 
  8.32  abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain 
  8.33  the abbreviation "L.P." or "LP." 
  8.34     (d) The limited partnership name shall not contain a word 
  8.35  or phrase that indicates or implies that it is formed for a 
  8.36  purpose other than a legal purpose. 
  9.1      (e) The limited partnership name shall be distinguishable 
  9.2   upon the records in the Office of the Secretary of State from 
  9.3   the name of each domestic corporation, limited partnership, 
  9.4   limited liability partnership, and limited liability company, 
  9.5   whether profit or nonprofit, and each foreign corporation, 
  9.6   limited partnership, limited liability partnership, and limited 
  9.7   liability company authorized or registered to do business in 
  9.8   this state, whether profit or nonprofit, and each name the right 
  9.9   to which is, at the time of formation, reserved as provided for 
  9.10  in sections 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, 
  9.11  unless there is filed with the certificate of limited 
  9.12  partnership one of the following: 
  9.13     (1) the written consent of the domestic corporation, 
  9.14  limited partnership, limited liability partnership, or limited 
  9.15  liability company, or the foreign corporation, limited 
  9.16  partnership, limited liability partnership, or limited liability 
  9.17  company authorized or registered to do business in this state or 
  9.18  the holder of a reserved name or a name filed by or registered 
  9.19  with the secretary of state under sections 333.001 to 333.54 
  9.20  having a name that is not distinguishable; 
  9.21     (2) a certified copy of a final decree of a court in this 
  9.22  state establishing the prior right of the applicant to the use 
  9.23  of the name in this state; or 
  9.24     (3) the applicant's affidavit that the corporation, limited 
  9.25  partnership, or limited liability company with the name that is 
  9.26  not distinguishable has been incorporated or on file in this 
  9.27  state for at least three years prior to the affidavit, if it is 
  9.28  a domestic corporation, limited partnership, or limited 
  9.29  liability company, or has been authorized or registered to do 
  9.30  business in this state for at least three years prior to the 
  9.31  affidavit, if it is a foreign corporation, limited partnership, 
  9.32  or limited liability company, or that the holder of a name filed 
  9.33  or registered with the secretary of state under sections 333.001 
  9.34  to 333.54 filed or registered that name at least three years 
  9.35  prior to the affidavit; that the corporation, limited 
  9.36  partnership, or limited liability company or holder has not 
 10.1   during the three-year period before the affidavit filed any 
 10.2   document with the secretary of state; that the applicant has 
 10.3   mailed written notice to the corporation, limited partnership, 
 10.4   or limited liability company or the holder of a name filed or 
 10.5   registered with the secretary of state under sections 333.001 to 
 10.6   333.54 by certified mail, return receipt requested, properly 
 10.7   addressed to the registered office of the corporation or limited 
 10.8   liability company or in care of the agent of the limited 
 10.9   partnership, or the address of the holder of a name filed or 
 10.10  registered with the secretary of state under sections 333.001 to 
 10.11  333.54, shown in the records of the secretary of state, stating 
 10.12  that the applicant intends to use a name that is not 
 10.13  distinguishable and the notice has been returned to the 
 10.14  applicant as undeliverable to the addressee corporation, limited 
 10.15  partnership, limited liability company, or holder of a name 
 10.16  filed or registered with the secretary of state under sections 
 10.17  333.001 to 333.54; that the applicant, after diligent inquiry, 
 10.18  has been unable to find any telephone listing for the 
 10.19  corporation, limited partnership, or limited liability company 
 10.20  with the name that is not distinguishable in the county in which 
 10.21  is located the registered office of the corporation, limited 
 10.22  partnership, or limited liability company shown in the records 
 10.23  of the secretary of state or has been unable to find any 
 10.24  telephone listing for the holder of a name filed or registered 
 10.25  with the secretary of state under sections 333.001 to 333.54 in 
 10.26  the county in which is located the address of the holder shown 
 10.27  in the records of the secretary of state; and that the applicant 
 10.28  has no knowledge that the corporation, limited partnership, 
 10.29  limited liability company, or holder of a name filed or 
 10.30  registered with the secretary of state under sections 333.001 to 
 10.31  333.54 is currently engaged in business in this state. 
 10.32     (f) The secretary of state shall determine whether a name 
 10.33  is distinguishable from another name for purposes of this 
 10.34  section and section 321.109. 
 10.35     (g) This section and section 321.109 do not abrogate or 
 10.36  limit the law of unfair competition or unfair practices; nor 
 11.1   sections 333.001 to 333.54; nor the laws of the United States 
 11.2   with respect to the right to acquire and protect copyrights, 
 11.3   trade names, trademarks, service names, service marks, or any 
 11.4   other rights to the exclusive use of names or symbols; nor 
 11.5   derogate the common law or the principles of equity. 
 11.6      (h) A limited partnership that is the surviving 
 11.7   organization in a merger with one or more other organizations, 
 11.8   or that is formed by the reorganization of one or more 
 11.9   organizations, or that acquires by sale, lease, or other 
 11.10  disposition to or exchange with an organization all or 
 11.11  substantially all of the assets of another organization, 
 11.12  including its name, may have the same name as that used in this 
 11.13  state by any of the other organizations, if the other 
 11.14  organization whose name is sought to be used was organized under 
 11.15  the laws of, or is authorized to transact business in, this 
 11.16  state. 
 11.17     (i) The use of a name by a limited partnership in violation 
 11.18  of this section does not affect or vitiate its existence, but a 
 11.19  court in this state may, upon application of the state or of a 
 11.20  person interested or affected, enjoin the limited partnership 
 11.21  from doing business under a name assumed in violation of this 
 11.22  section, although its certificate of limited partnership may 
 11.23  have been filed with the secretary of state and a certificate of 
 11.24  formation issued. 
 11.25     (j) A person doing business in this state may contest the 
 11.26  subsequent registration of a name with the Office of the 
 11.27  Secretary of State as provided in section 5.22. 
 11.28     Sec. 9.  [321.109] [RESERVATION OF NAME.] 
 11.29     (a) The exclusive right to the use of a limited partnership 
 11.30  name otherwise permitted by section 321.108 may be reserved by: 
 11.31     (1) a person doing business in this state under that name; 
 11.32     (2) a person intending to form a limited partnership under 
 11.33  this chapter; 
 11.34     (3) a limited partnership intending to change its name; 
 11.35     (4) a foreign limited partnership intending to make 
 11.36  application for a certificate of authority to transact business 
 12.1   in this state; 
 12.2      (5) a foreign limited partnership authorized to transact 
 12.3   business in this state and intending to change its name; 
 12.4      (6) a person intending to form a limited partnership in 
 12.5   another state and intending to have the foreign limited 
 12.6   partnership make application for a certificate of authority to 
 12.7   transact business in this state; 
 12.8      (7) a foreign limited partnership formed under a name that 
 12.9   does not comply with section 321.108(b) or (c), but the name 
 12.10  reserved under this paragraph may differ from the foreign 
 12.11  limited partnership's name only to the extent necessary to 
 12.12  comply with section 321.108(b) and (c); or 
 12.13     (8) a foreign limited partnership doing business under that 
 12.14  name or a name not distinguishable from that name in one or more 
 12.15  states other than this state and not described in clause (4), 
 12.16  (5), (6), or (7). 
 12.17     (b) The reservation shall be made by delivering for filing 
 12.18  with the secretary of state a request that the name be 
 12.19  reserved.  If the name is available for use by the applicant, 
 12.20  the secretary of state shall reserve the name for the exclusive 
 12.21  use of the applicant for a period of 12 months.  The reservation 
 12.22  may be renewed for successive 12-month periods. 
 12.23     (c) The right to the exclusive use of a limited partnership 
 12.24  name reserved pursuant to this section may be transferred to 
 12.25  another person by or on behalf of the applicant for whom the 
 12.26  name was reserved by delivering for filing with the secretary of 
 12.27  state a notice of the transfer and specifying the name and 
 12.28  address of the transferee. 
 12.29     Sec. 10.  [321.110] [EFFECT OF PARTNERSHIP AGREEMENT; 
 12.30  NONWAIVABLE PROVISIONS.] 
 12.31     (a) Except as otherwise provided in subsection (b), the 
 12.32  partnership agreement governs relations among the partners and 
 12.33  between the partners and the partnership.  To the extent the 
 12.34  partnership agreement does not otherwise provide, this chapter 
 12.35  governs relations among the partners and between the partners 
 12.36  and the partnership. 
 13.1      (b) A partnership agreement may not: 
 13.2      (1) vary a limited partnership's power under section 
 13.3   321.105 to sue, be sued, and defend in its own name; 
 13.4      (2) vary the law applicable to a limited partnership under 
 13.5   section 321.106; 
 13.6      (3) vary the requirements of section 321.204; 
 13.7      (4) vary the information required under section 321.111 or 
 13.8   unreasonably restrict the right to information under section 
 13.9   321.304 or 321.407, but the partnership agreement may impose 
 13.10  reasonable restrictions on the availability and use of 
 13.11  information obtained under those sections and may define 
 13.12  appropriate remedies, including liquidated damages, for a breach 
 13.13  of any reasonable restriction on use; 
 13.14     (5) eliminate the duty of loyalty under section 321.408, 
 13.15  but the partnership agreement may: 
 13.16     (A) identify specific types or categories of activities 
 13.17  that do not violate the duty of loyalty, if not manifestly 
 13.18  unreasonable; and 
 13.19     (B) specify the number or percentage of partners which may 
 13.20  authorize or ratify, after full disclosure to all partners of 
 13.21  all material facts, a specific act or transaction that otherwise 
 13.22  would violate the duty of loyalty; 
 13.23     (6) unreasonably reduce the duty of care under section 
 13.24  321.408(c); 
 13.25     (7) eliminate the obligation of good faith and fair dealing 
 13.26  under sections 321.305(b) and 321.408(d), but the partnership 
 13.27  agreement may prescribe the standards by which the performance 
 13.28  of the obligation is to be measured, if the standards are not 
 13.29  manifestly unreasonable; 
 13.30     (8) vary the power of a person to dissociate as a general 
 13.31  partner under section 321.604(a) except to require that the 
 13.32  notice under section 321.603(1) be in a record; 
 13.33     (9) vary the power of a court to decree dissolution in the 
 13.34  circumstances specified in section 321.802; 
 13.35     (10) vary the requirement to wind up the partnership's 
 13.36  business as specified in section 321.803; 
 14.1      (11) unreasonably restrict the right to maintain an action 
 14.2   under article 10; 
 14.3      (12) restrict the right of a partner under section 
 14.4   321.1110(a) to approve a conversion or merger or the right of a 
 14.5   general partner under section 321.1110(b) to consent to an 
 14.6   amendment to the certificate of limited partnership which 
 14.7   deletes a statement that the limited partnership is a limited 
 14.8   liability limited partnership; or 
 14.9      (13) restrict rights under this chapter of a person other 
 14.10  than a partner or a transferee. 
 14.11     Sec. 11.  [321.111] [REQUIRED INFORMATION.] 
 14.12     A limited partnership shall maintain at its designated 
 14.13  office the following information: 
 14.14     (1) a current list showing the full name and last known 
 14.15  street and mailing address of each partner, separately 
 14.16  identifying the general partners, in alphabetical order, and the 
 14.17  limited partners, in alphabetical order; 
 14.18     (2) a copy of the initial certificate of limited 
 14.19  partnership and all amendments to and restatements of the 
 14.20  certificate, together with signed copies of any powers of 
 14.21  attorney under which any certificate, amendment, or restatement 
 14.22  has been signed; 
 14.23     (3) a copy of any filed articles of conversion or merger; 
 14.24     (4) a copy of the limited partnership's federal, state, and 
 14.25  local income tax returns and reports, if any, for the three most 
 14.26  recent years; 
 14.27     (5) a copy of any partnership agreement made in a record 
 14.28  and any amendment made in a record to any partnership agreement; 
 14.29     (6) a copy of any financial statement of the limited 
 14.30  partnership for the three most recent years; 
 14.31     (7) a copy of the three most recent annual reports 
 14.32  delivered by the limited partnership to the secretary of state 
 14.33  pursuant to section 321.210; 
 14.34     (8) a copy of any record made by the limited partnership 
 14.35  during the past three years of any consent given by or vote 
 14.36  taken of any partner pursuant to this chapter or the partnership 
 15.1   agreement; and 
 15.2      (9) unless contained in a partnership agreement made in a 
 15.3   record, a record stating: 
 15.4      (A) the amount of cash, and a description and statement of 
 15.5   the agreed value of the other benefits, contributed and agreed 
 15.6   to be contributed by each partner; 
 15.7      (B) the times at which, or events on the happening of 
 15.8   which, any additional contributions agreed to be made by each 
 15.9   partner are to be made; 
 15.10     (C) for any person that is both a general partner and a 
 15.11  limited partner, a specification of what transferable interest 
 15.12  the person owns in each capacity; and 
 15.13     (D) any events upon the happening of which the limited 
 15.14  partnership is to be dissolved and its activities wound up. 
 15.15     Sec. 12.  [321.112] [BUSINESS TRANSACTIONS OF PARTNER WITH 
 15.16  PARTNERSHIP.] 
 15.17     A partner may lend money to and transact other business 
 15.18  with the limited partnership and has the same rights and 
 15.19  obligations with respect to the loan or other transaction as a 
 15.20  person that is not a partner. 
 15.21     Sec. 13.  [321.113] [DUAL CAPACITY.] 
 15.22     A person may be both a general partner and a limited 
 15.23  partner.  A person that is both a general and limited partner 
 15.24  has the rights, powers, duties, and obligations provided by this 
 15.25  chapter and the partnership agreement in each of those 
 15.26  capacities.  When the person acts as a general partner, the 
 15.27  person is subject to the obligations, duties and restrictions 
 15.28  under this chapter and the partnership agreement for general 
 15.29  partners.  When the person acts as a limited partner, the person 
 15.30  is subject to the obligations, duties and restrictions under 
 15.31  this chapter and the partnership agreement for limited partners. 
 15.32     Sec. 14.  [321.114] [OFFICE AND AGENT FOR SERVICE OF 
 15.33  PROCESS.] 
 15.34     (a) A limited partnership shall designate and continuously 
 15.35  maintain in this state: 
 15.36     (1) an office, which need not be a place of its activity in 
 16.1   this state; and 
 16.2      (2) an agent for service of process. 
 16.3      (b) A foreign limited partnership shall designate and 
 16.4   continuously maintain in this state an agent for service of 
 16.5   process. 
 16.6      (c) An agent for service of process of a limited 
 16.7   partnership or foreign limited partnership must be an individual 
 16.8   who is a resident of this state or other person authorized to do 
 16.9   business in this state. 
 16.10     Sec. 15.  [321.115] [CHANGE OF DESIGNATED OFFICE OR AGENT 
 16.11  FOR SERVICE OF PROCESS.] 
 16.12     (a) In order to change its designated office, agent for 
 16.13  service of process, or the address of its agent for service of 
 16.14  process, a limited partnership or a foreign limited partnership 
 16.15  may deliver to the secretary of state for filing a statement of 
 16.16  change containing: 
 16.17     (1) the name of the limited partnership or foreign limited 
 16.18  partnership; 
 16.19     (2) if the current designated office is to be changed, the 
 16.20  street and mailing address of the new designated office; and 
 16.21     (3) if the current agent for service of process or an 
 16.22  address of the agent is to be changed, the new information. 
 16.23     (b) Subject to section 321.206(c), a statement of change is 
 16.24  effective when filed by the secretary of state. 
 16.25     Sec. 16.  [321.116] [RESIGNATION OF AGENT FOR SERVICE OF 
 16.26  PROCESS.] 
 16.27     Subdivision 1.  [RESIGNATION OF AGENT.] An agent of a 
 16.28  limited partnership or a foreign limited partnership may resign 
 16.29  by delivering for filing with the secretary of state a signed 
 16.30  written notice of resignation, including a statement that a 
 16.31  signed copy of the notice has been given to the limited 
 16.32  partnership at its principal office or to a legal representative 
 16.33  of the limited partnership.  The appointment of the agent 
 16.34  terminates 30 days after the notice is filed by the secretary of 
 16.35  state. 
 16.36     Subd. 2.  [CHANGE OF BUSINESS ADDRESS OR NAME OF AGENT.] If 
 17.1   the business address or name of an agent changes, the agent 
 17.2   shall change the address of the designated office or the name of 
 17.3   the agent, as the case may be, of each limited partnership or 
 17.4   foreign limited partnership represented by that agent by 
 17.5   delivering for filing with the secretary of state a change of 
 17.6   designated office statement signed by the agent, stating that a 
 17.7   copy of the statement has been mailed to each of those limited 
 17.8   partnerships or foreign limited partnerships or to the legal 
 17.9   representative of each of those limited partnerships or foreign 
 17.10  limited partnerships. 
 17.11     Sec. 17.  [321.117] [SERVICE OF PROCESS.] 
 17.12     A process, notice, or demand required or permitted by law 
 17.13  to be served may be served as provided in section 5.25. 
 17.14     Sec. 18.  [321.118] [CONSENT AND PROXIES OF PARTNERS.] 
 17.15     Action requiring the consent of partners under this chapter 
 17.16  may be taken without a meeting, and a partner may appoint a 
 17.17  proxy to consent or otherwise act for the partner by signing an 
 17.18  appointment record, either personally or by the partner's 
 17.19  attorney in fact. 
 17.20                             ARTICLE 2 
 17.21           FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP 
 17.22                         AND OTHER FILINGS 
 17.23     Sec. 19.  [321.201] [FORMATION OF LIMITED PARTNERSHIP; 
 17.24  CERTIFICATE OF LIMITED PARTNERSHIP.] 
 17.25     (a) In order for a limited partnership to be formed, a 
 17.26  certificate of limited partnership must be delivered to the 
 17.27  secretary of state for filing.  The certificate must state: 
 17.28     (1) the name of the limited partnership, which must comply 
 17.29  with section 321.108; 
 17.30     (2) the street and mailing address of the initial 
 17.31  designated office and the name and street and mailing address of 
 17.32  the initial agent for service of process; 
 17.33     (3) the name and the street and mailing address of each 
 17.34  general partner; 
 17.35     (4) whether the limited partnership is a limited liability 
 17.36  limited partnership; and 
 18.1      (5) any additional information required by article 11. 
 18.2      (b) A certificate of limited partnership may also contain 
 18.3   any other matters but may not vary or otherwise affect the 
 18.4   provisions specified in section 321.110(b) in a manner 
 18.5   inconsistent with that section. 
 18.6      (c) If there has been substantial compliance with 
 18.7   subsection (a), subject to section 321.206(c) a limited 
 18.8   partnership is formed when the secretary of state files the 
 18.9   certificate of limited partnership. 
 18.10     (d) Subject to subsection (b), if any provision of a 
 18.11  partnership agreement is inconsistent with the filed certificate 
 18.12  of limited partnership or with a filed statement of 
 18.13  dissociation, termination, or change or filed articles of 
 18.14  conversion or merger: 
 18.15     (1) the partnership agreement prevails as to partners and 
 18.16  transferees; and 
 18.17     (2) the filed certificate of limited partnership, statement 
 18.18  of dissociation, termination, or change or articles of 
 18.19  conversion or merger prevail as to persons, other than partners 
 18.20  and transferees, that reasonably rely on the filed record to 
 18.21  their detriment. 
 18.22     Sec. 20.  [321.202] [AMENDMENT OR RESTATEMENT OF 
 18.23  CERTIFICATE.] 
 18.24     (a) In order to amend its certificate of limited 
 18.25  partnership, a limited partnership must deliver to the secretary 
 18.26  of state for filing an amendment or, pursuant to article 11, 
 18.27  articles of merger stating: 
 18.28     (1) the name of the limited partnership; 
 18.29     (2) the date of filing of its initial certificate; and 
 18.30     (3) the changes the amendment makes to the certificate as 
 18.31  most recently amended or restated. 
 18.32     (b) A limited partnership shall promptly deliver to the 
 18.33  secretary of state for filing an amendment to a certificate of 
 18.34  limited partnership to reflect: 
 18.35     (1) the admission of a new general partner; 
 18.36     (2) the dissociation of a person as a general partner; or 
 19.1      (3) the appointment of a person to wind up the limited 
 19.2   partnership's activities under section 321.803(c) or (d). 
 19.3      (c) A general partner that knows that any information in a 
 19.4   filed certificate of limited partnership was false when the 
 19.5   certificate was filed or has become false due to changed 
 19.6   circumstances shall promptly: 
 19.7      (1) cause the certificate to be amended; or 
 19.8      (2) if appropriate, deliver to the secretary of state for 
 19.9   filing a statement of change pursuant to section 321.115 or a 
 19.10  statement of correction pursuant to section 321.207. 
 19.11     (d) A certificate of limited partnership may be amended at 
 19.12  any time for any other proper purpose as determined by the 
 19.13  limited partnership. 
 19.14     (e) A restated certificate of limited partnership may be 
 19.15  delivered to the secretary of state for filing in the same 
 19.16  manner as an amendment. 
 19.17     (f) Subject to section 321.206(c), an amendment or restated 
 19.18  certificate is effective when filed by the secretary of state. 
 19.19     Sec. 21.  [321.203] [STATEMENT OF TERMINATION.] 
 19.20     A dissolved limited partnership that has completed winding 
 19.21  up may deliver to the secretary of state for filing a statement 
 19.22  of termination that states: 
 19.23     (1) the name of the limited partnership; 
 19.24     (2) the date of filing of its initial certificate of 
 19.25  limited partnership; and 
 19.26     (3) any other information as determined by the general 
 19.27  partners filing the statement or by a person appointed pursuant 
 19.28  to section 321.803(c) or (d). 
 19.29     Sec. 22.  [321.204] [SIGNING OF RECORDS.] 
 19.30     (a) Each record delivered to the secretary of state for 
 19.31  filing pursuant to this chapter must be signed in the following 
 19.32  manner: 
 19.33     (1) An initial certificate of limited partnership must be 
 19.34  signed by all general partners listed in the certificate. 
 19.35     (2) An amendment adding or deleting a statement that the 
 19.36  limited partnership is a limited liability limited partnership 
 20.1   must be signed by all general partners listed in the certificate.
 20.2      (3) An amendment designating as general partner a person 
 20.3   admitted under section 321.801(3)(B) following the dissociation 
 20.4   of a limited partnership's last general partner must be signed 
 20.5   by that person. 
 20.6      (4) An amendment required by section 321.803(c) following 
 20.7   the appointment of a person to wind up the dissolved limited 
 20.8   partnership's activities must be signed by that person. 
 20.9      (5) Any other amendment must be signed by: 
 20.10     (A) at least one general partner listed in the certificate; 
 20.11     (B) each other person designated in the amendment as a new 
 20.12  general partner; and 
 20.13     (C) each person that the amendment indicates has 
 20.14  dissociated as a general partner, unless: 
 20.15     (i) the person is deceased or a guardian or general 
 20.16  conservator has been appointed for the person and the amendment 
 20.17  so states; or 
 20.18     (ii) the person has previously delivered to the secretary 
 20.19  of state for filing a statement of dissociation. 
 20.20     (6) A restated certificate of limited partnership must be 
 20.21  signed by at least one general partner listed in the 
 20.22  certificate, and, to the extent the restated certificate effects 
 20.23  a change under any other paragraph of this subsection, the 
 20.24  certificate must be signed in a manner that satisfies that 
 20.25  paragraph. 
 20.26     (7) A statement of termination must be signed by all 
 20.27  general partners listed in the certificate or, if the 
 20.28  certificate of a dissolved limited partnership lists no general 
 20.29  partners, by the person appointed pursuant to section 321.803(c) 
 20.30  or (d) to wind up the dissolved limited partnership's activities.
 20.31     (8) Articles of conversion must be signed by each general 
 20.32  partner listed in the certificate of limited partnership. 
 20.33     (9) Articles of merger must be signed as provided in 
 20.34  section 321.1108(a). 
 20.35     (10) Any other record delivered on behalf of a limited 
 20.36  partnership to the secretary of state for filing must be signed 
 21.1   by at last one general partner listed in the certificate. 
 21.2      (11) A statement by a person pursuant to section 
 21.3   321.605(a)(4) stating that the person has dissociated as a 
 21.4   general partner must be signed by that person. 
 21.5      (12) A statement of withdrawal by a person pursuant to 
 21.6   section 321.306 must be signed by that person. 
 21.7      (13) A record delivered on behalf of a foreign limited 
 21.8   partnership to the secretary of state for filing must be signed 
 21.9   by at least one general partner of the foreign limited 
 21.10  partnership. 
 21.11     (14) Any other record delivered on behalf of any person to 
 21.12  the secretary of state for filing must be signed by that person. 
 21.13     (b) Any person may sign by an attorney in fact any record 
 21.14  to be filed pursuant to this chapter. 
 21.15     Sec. 23.  [321.205] [SIGNING AND FILING PURSUANT TO 
 21.16  JUDICIAL ORDER.] 
 21.17     (a) If a person required by this chapter to sign a record 
 21.18  or deliver a record to the secretary of state for filing does 
 21.19  not do so, any other person that is aggrieved may petition the 
 21.20  district court to order: 
 21.21     (1) the person to sign the record; 
 21.22     (2) deliver the record to the secretary of state for 
 21.23  filing; or 
 21.24     (3) the secretary of state to file the record unsigned. 
 21.25     (b) If the person aggrieved under subsection (a) is not the 
 21.26  limited partnership or foreign limited partnership to which the 
 21.27  record pertains, the aggrieved person shall make the limited 
 21.28  partnership or foreign limited partnership a party to the 
 21.29  action.  A person aggrieved under subsection (a) may seek the 
 21.30  remedies provided in subsection (a) in the same action in 
 21.31  combination or in the alternative. 
 21.32     (c) A record filed unsigned pursuant to this section is 
 21.33  effective without being signed. 
 21.34     Sec. 24.  [321.206] [DELIVERY TO AND FILING OF RECORDS BY 
 21.35  SECRETARY OF STATE; EFFECTIVE TIME AND DATE.] 
 21.36     (a) A record authorized or required to be delivered to the 
 22.1   secretary of state for filing under this chapter must be 
 22.2   captioned to describe the record's purpose, be in a medium 
 22.3   permitted by the secretary of state, and be delivered to the 
 22.4   secretary of state.  Unless the secretary of state determines 
 22.5   that a record does not comply with the filing requirements of 
 22.6   this chapter, and if the appropriate filing fees have been paid, 
 22.7   the secretary of state shall file the record and: 
 22.8      (1) for a statement of dissociation, send: 
 22.9      (A) a copy of the filed statement to the person which the 
 22.10  statement indicates has dissociated as a general partner; and 
 22.11     (B) a copy of the filed statement to the limited 
 22.12  partnership; 
 22.13     (2) for a statement of withdrawal, send: 
 22.14     (A) a copy of the filed statement to the person on whose 
 22.15  behalf the record was filed; and 
 22.16     (B) if the statement refers to an existing limited 
 22.17  partnership, a copy of the filed statement to the limited 
 22.18  partnership; and 
 22.19     (3) for all other records, send a copy of the filed record 
 22.20  to the person on whose behalf the record was filed. 
 22.21     (b) Upon request and payment of a fee, the secretary of 
 22.22  state shall send to the requester a certified copy of the 
 22.23  requested record. 
 22.24     (c) Except as otherwise provided in sections 321.116 and 
 22.25  321.207, a record delivered to the secretary of state for filing 
 22.26  under this chapter may specify an effective time and a delayed 
 22.27  effective date.  Except as otherwise provided in this chapter, a 
 22.28  record filed by the secretary of state is effective: 
 22.29     (1) if the record does not specify an effective time and 
 22.30  does not specify a delayed effective date, on the date and at 
 22.31  the time the record is filed as evidenced by the secretary of 
 22.32  state's endorsement of the date and time on the record; 
 22.33     (2) if the record specifies an effective time but not a 
 22.34  delayed effective date, on the date the record is filed at the 
 22.35  time specified in the record; 
 22.36     (3) if the record specifies a delayed effective date but 
 23.1   not an effective time, at 12:01 a.m. on the earlier of: 
 23.2      (A) the specified date; or 
 23.3      (B) the 30th day after the record is filed; or 
 23.4      (4) if the record specifies an effective time and a delayed 
 23.5   effective date, at the specified time on the earlier of: 
 23.6      (A) the specified date; or 
 23.7      (B) the 30th day after the record is filed. 
 23.8      (d) The appropriate fees for filings under this chapter are:
 23.9      (1) for filing a certificate of limited partnership, $100; 
 23.10     (2) for filing an amended certificate of limited 
 23.11  partnership, $50; 
 23.12     (3) for filing any other record required or permitted to be 
 23.13  delivered for filing, $35; 
 23.14     (4) for filing a certificate requesting authority to 
 23.15  transact business in Minnesota as a foreign limited partnership, 
 23.16  $85; 
 23.17     (5) for filing an application of reinstatement, $25; and 
 23.18     (6) for filing any other record required or permitted to be 
 23.19  delivered for filing on a foreign limited partnership authorized 
 23.20  to transact business in Minnesota, $50.  
 23.21     Sec. 25.  [321.207] [CORRECTING FILED RECORD.] 
 23.22     A limited partnership or foreign limited partnership may 
 23.23  deliver to the secretary of state for filing articles of 
 23.24  correction pursuant to section 5.16, except that for the 
 23.25  purposes of section 321.103(c) and (d) the articles are 
 23.26  effective only as of the date they are filed. 
 23.27     Sec. 26.  [321.208] [LIABILITY FOR FALSE INFORMATION IN 
 23.28  FILED RECORD.] 
 23.29     (a) If a record delivered to the secretary of state for 
 23.30  filing under this chapter and filed by the secretary of state 
 23.31  contains false information, a person that suffers loss by 
 23.32  reliance on the information may recover damages for the loss 
 23.33  from: 
 23.34     (1) a person that signed the record, or caused another to 
 23.35  sign it on the person's behalf, and knew the information to be 
 23.36  false at the time the record was signed; and 
 24.1      (2) a general partner that has notice that the information 
 24.2   was false when the record was filed or has become false because 
 24.3   of changed circumstances, if the general partner has notice for 
 24.4   a reasonably sufficient time before the information is relied 
 24.5   upon to enable the general partner to effect an amendment under 
 24.6   section 321.202, file a petition pursuant to section 321.205, or 
 24.7   deliver to the secretary of state for filing a statement of 
 24.8   change pursuant to section 321.115 or a statement of correction 
 24.9   pursuant to section 321.207. 
 24.10     (b) A person signing a record pursuant to this chapter is 
 24.11  subject to section 5.15. 
 24.12     Sec. 27.  [321.210] [ANNUAL REPORT FOR SECRETARY OF STATE.] 
 24.13     (a) Subject to subsection (b): 
 24.14     (1) in each calendar year following the calendar year in 
 24.15  which a limited partnership becomes subject to this chapter, the 
 24.16  limited partnership must deliver to the secretary of state for 
 24.17  filing an annual registration containing the information 
 24.18  required by subsection (d); and 
 24.19     (2) in each calendar year following the calendar year in 
 24.20  which there is first on file with the secretary of state a 
 24.21  certificate of authority under section 321.904 pertaining to a 
 24.22  foreign limited partnership, the foreign limited partnership 
 24.23  must deliver to the secretary of state for filing an annual 
 24.24  registration containing the information required by subsection 
 24.25  (d). 
 24.26     (b) A limited partnership's obligation under subsection (a) 
 24.27  ends if the limited partnership delivers to the secretary of 
 24.28  state for filing a statement of termination under section 
 24.29  321.203 and the statement becomes effective under section 
 24.30  321.206.  A foreign limited partnership's obligation under 
 24.31  subsection (a) ends if the secretary of state issues and files a 
 24.32  certificate of revocation under section 321.906 or if the 
 24.33  foreign limited partnership delivers to the secretary of state 
 24.34  for filing a notice of cancellation under section 321.907(a) and 
 24.35  that notice takes effect under section 321.206.  If a foreign 
 24.36  limited partnership's obligations under subsection (a) end and 
 25.1   later the secretary of state files, pursuant to section 321.904, 
 25.2   a new certificate of authority pertaining to that foreign 
 25.3   limited partnership, subsection (a)(2), again applies to the 
 25.4   foreign limited partnership and, for the purposes of subsection 
 25.5   (a)(2), the calendar year of the new filing is treated as the 
 25.6   calendar year in which a certificate of authority is first on 
 25.7   file with the secretary of state. 
 25.8      (c) The annual registration must contain: 
 25.9      (1) the name of the limited partnership or foreign limited 
 25.10  partnership; 
 25.11     (2) the address of its designated office and the name and 
 25.12  street and mailing address of its agent for service of process 
 25.13  in Minnesota; 
 25.14     (3) in the case of a limited partnership, the street and 
 25.15  mailing address of its principal office; and 
 25.16     (4) in the case of a foreign limited partnership, the name 
 25.17  of the state or other jurisdiction under whose law the foreign 
 25.18  limited partnership is formed and any alternate name adopted 
 25.19  under section 321.905(a). 
 25.20     (d) The secretary of state shall: 
 25.21     (1) administratively dissolve under section 321.809 a 
 25.22  limited partnership that has failed to file a registration 
 25.23  pursuant to subsection (a); and 
 25.24     (2) revoke under section 321.906 the certificate of 
 25.25  authority of a foreign limited partnership that has failed to 
 25.26  file a registration pursuant to subsection (a). 
 25.27                             ARTICLE 3 
 25.28                          LIMITED PARTNERS 
 25.29     Sec. 28.  [321.301] [BECOMING LIMITED PARTNER.] 
 25.30     A person becomes a limited partner: 
 25.31     (1) as provided in the partnership agreement; 
 25.32     (2) as the result of a conversion or merger under article 
 25.33  11; or 
 25.34     (3) with the consent of all the partners. 
 25.35     Sec. 29.  [321.302] [NO RIGHT OR POWER AS LIMITED PARTNER 
 25.36  TO BIND LIMITED PARTNERSHIP.] 
 26.1      A limited partner does not have the right or the power as a 
 26.2   limited partner to act for or bind the limited partnership. 
 26.3      Sec. 30.  [321.303] [NO LIABILITY AS LIMITED PARTNER FOR 
 26.4   LIMITED PARTNERSHIP OBLIGATIONS.] 
 26.5      An obligation of a limited partnership, whether arising in 
 26.6   contract, tort, or otherwise, is not the obligation of a limited 
 26.7   partner.  A limited partner is not personally liable, directly 
 26.8   or indirectly, by way of contribution or otherwise, for an 
 26.9   obligation of the limited partnership solely by reason of being 
 26.10  a limited partner, even if the limited partner participates in 
 26.11  the management and control of the limited partnership. 
 26.12     Sec. 31.  [321.304] [RIGHT OF LIMITED PARTNER AND FORMER 
 26.13  LIMITED PARTNER TO INFORMATION.] 
 26.14     (a) On ten days' demand, made in a record received by the 
 26.15  limited partnership, a limited partner may inspect and copy 
 26.16  required information during regular business hours in the 
 26.17  limited partnership's designated office.  The limited partner 
 26.18  need not have any particular purpose for seeking the information.
 26.19     (b) During regular business hours and at a reasonable 
 26.20  location specified by the limited partnership, a limited partner 
 26.21  may obtain from the limited partnership and inspect and copy 
 26.22  true and full information regarding the state of the activities 
 26.23  and financial condition of the limited partnership and other 
 26.24  information regarding the activities of the limited partnership 
 26.25  as is just and reasonable if: 
 26.26     (1) the limited partner seeks the information for a purpose 
 26.27  reasonably related to the partner's interest as a limited 
 26.28  partner; 
 26.29     (2) the limited partner makes a demand in a record received 
 26.30  by the limited partnership, describing with reasonable 
 26.31  particularity the information sought and the purpose for seeking 
 26.32  the information; and 
 26.33     (3) the information sought is directly connected to the 
 26.34  limited partner's purpose. 
 26.35     (c) Within ten days after receiving a demand pursuant to 
 26.36  subsection (b), the limited partnership in a record shall inform 
 27.1   the limited partner that made the demand: 
 27.2      (1) what information the limited partnership will provide 
 27.3   in response to the demand; 
 27.4      (2) when and where the limited partnership will provide the 
 27.5   information; and 
 27.6      (3) if the limited partnership declines to provide any 
 27.7   demanded information, the limited partnership's reasons for 
 27.8   declining. 
 27.9      (d) Subject to subsection (f), a person dissociated as a 
 27.10  limited partner may inspect and copy required information during 
 27.11  regular business hours in the limited partnership's designated 
 27.12  office if: 
 27.13     (1) the information pertains to the period during which the 
 27.14  person was a limited partner; 
 27.15     (2) the person seeks the information in good faith; and 
 27.16     (3) the person meets the requirements of subsection (b). 
 27.17     (e) The limited partnership shall respond to a demand made 
 27.18  pursuant to subsection (d) in the same manner as provided in 
 27.19  subsection (c). 
 27.20     (f) If a limited partner dies, section 321.704 applies. 
 27.21     (g) The limited partnership may impose reasonable 
 27.22  restrictions on the use of information obtained under this 
 27.23  section.  In a dispute concerning the reasonableness of a 
 27.24  restriction under this subsection, the limited partnership has 
 27.25  the burden of proving reasonableness. 
 27.26     (h) A limited partnership may charge a person that makes a 
 27.27  demand under this section reasonable costs of copying, limited 
 27.28  to the costs of labor and material. 
 27.29     (i) Whenever this chapter or a partnership agreement 
 27.30  provides for a limited partner to give or withhold consent to a 
 27.31  matter, before the consent is given or withheld, the limited 
 27.32  partnership shall, without demand, provide the limited partner 
 27.33  with all information material to the limited partner's decision 
 27.34  that the limited partnership knows. 
 27.35     (j) A limited partner or person dissociated as a limited 
 27.36  partner may exercise the rights under this section through an 
 28.1   attorney or other agent.  Any restriction imposed under 
 28.2   subsection (g) or by the partnership agreement applies both to 
 28.3   the attorney or other agent and to the limited partner or person 
 28.4   dissociated as a limited partner. 
 28.5      (k) The rights stated in this section do not extend to a 
 28.6   person as transferee, but may be exercised by the legal 
 28.7   representative of an individual under legal disability who is a 
 28.8   limited partner or person dissociated as a limited partner. 
 28.9      Sec. 32.  [321.305] [LIMITED DUTIES OF LIMITED PARTNERS.] 
 28.10     (a) A limited partner does not have any fiduciary duty to 
 28.11  the limited partnership or to any other partner solely by reason 
 28.12  of being a limited partner. 
 28.13     (b) A limited partner shall discharge the duties to the 
 28.14  partnership and the other partners under this chapter or under 
 28.15  the partnership agreement and exercise any rights consistently 
 28.16  with the obligation of good faith and fair dealing. 
 28.17     (c) A limited partner does not violate a duty or obligation 
 28.18  under this chapter or under the partnership agreement merely 
 28.19  because the limited partner's conduct furthers the limited 
 28.20  partner's own interest. 
 28.21     Sec. 33.  [321.306] [PERSON ERRONEOUSLY BELIEVING SELF TO 
 28.22  BE LIMITED PARTNER.] 
 28.23     (a) Except as otherwise provided in subsection (b), a 
 28.24  person that makes an investment in a business enterprise and 
 28.25  erroneously but in good faith believes that the person has 
 28.26  become a limited partner in the enterprise is not liable for the 
 28.27  enterprise's obligations by reason of making the investment, 
 28.28  receiving distributions from the enterprise, or exercising any 
 28.29  rights of or appropriate to a limited partner, if, on 
 28.30  ascertaining the mistake, the person: 
 28.31     (1) causes an appropriate certificate of limited 
 28.32  partnership, amendment, or statement of correction to be signed 
 28.33  and delivered to the secretary of state for filing; or 
 28.34     (2) withdraws from future participation as an owner in the 
 28.35  enterprise by signing and delivering to the secretary of state 
 28.36  for filing a statement of withdrawal under this section. 
 29.1      (b) A person that makes an investment described in 
 29.2   subsection (a) is liable to the same extent as a general partner 
 29.3   to any third party that enters into a transaction with the 
 29.4   enterprise, believing in good faith that the person is a general 
 29.5   partner, before the secretary of state files a statement of 
 29.6   withdrawal, certificate of limited partnership, amendment, or 
 29.7   statement of correction to show that the person is not a general 
 29.8   partner. 
 29.9      (c) If a person makes a diligent effort in good faith to 
 29.10  comply with subsection (a)(1) and is unable to cause the 
 29.11  appropriate certificate of limited partnership, amendment, or 
 29.12  statement of correction to be signed and delivered to the 
 29.13  secretary of state for filing, the person has the right to 
 29.14  withdraw from the enterprise pursuant to subsection (a)(2) even 
 29.15  if the withdrawal would otherwise breach an agreement with 
 29.16  others that are or have agreed to become co-owners of the 
 29.17  enterprise. 
 29.18                             ARTICLE 4 
 29.19                          GENERAL PARTNERS 
 29.20     Sec. 34.  [321.401] [BECOMING GENERAL PARTNER.] 
 29.21     A person becomes a general partner: 
 29.22     (1) as provided in the partnership agreement; 
 29.23     (2) under section 321.801(3)(B) following the dissociation 
 29.24  of a limited partnership's last general partner; 
 29.25     (3) as the result of a conversion or merger under article 
 29.26  11; or 
 29.27     (4) with the consent of all the partners. 
 29.28     Sec. 35.  [321.402] [GENERAL PARTNER AGENT OF LIMITED 
 29.29  PARTNERSHIP.] 
 29.30     (a) Each general partner is an agent of the limited 
 29.31  partnership for the purposes of its activities.  An act of a 
 29.32  general partner, including the signing of a record in the 
 29.33  partnership's name, for apparently carrying on in the ordinary 
 29.34  course the limited partnership's activities or activities of the 
 29.35  kind carried on by the limited partnership binds the limited 
 29.36  partnership, unless the general partner did not have authority 
 30.1   to act for the limited partnership in the particular matter and 
 30.2   the person with which the general partner was dealing knew, had 
 30.3   received a notification, or had notice under section 321.103(d) 
 30.4   that the general partner lacked authority. 
 30.5      (b) An act of a general partner which is not apparently for 
 30.6   carrying on in the ordinary course the limited partnership's 
 30.7   activities or activities of the kind carried on by the limited 
 30.8   partnership binds the limited partnership only if the act was 
 30.9   actually authorized by all the other partners. 
 30.10     Sec. 36.  [321.403] [LIMITED PARTNERSHIP LIABLE FOR GENERAL 
 30.11  PARTNER'S ACTIONABLE CONDUCT.] 
 30.12     (a) A limited partnership is liable for loss or injury 
 30.13  caused to a person, or for a penalty incurred, as a result of a 
 30.14  wrongful act or omission, or other actionable conduct, of a 
 30.15  general partner acting in the ordinary course of activities of 
 30.16  the limited partnership or with authority of the limited 
 30.17  partnership. 
 30.18     (b) If, in the course of the limited partnership's 
 30.19  activities or while acting with authority of the limited 
 30.20  partnership, a general partner receives or causes the limited 
 30.21  partnership to receive money or property of a person not a 
 30.22  partner, and the money or property is misapplied by a general 
 30.23  partner, the limited partnership is liable for the loss. 
 30.24     Sec. 37.  [321.404] [GENERAL PARTNER'S LIABILITY.] 
 30.25     (a) Except as otherwise provided in subsections (b) and 
 30.26  (c), all general partners are liable jointly and severally for 
 30.27  all obligations of the limited partnership unless otherwise 
 30.28  agreed by the claimant or provided by law. 
 30.29     (b) A person that becomes a general partner of an existing 
 30.30  limited partnership is not personally liable for an obligation 
 30.31  of a limited partnership incurred before the person became a 
 30.32  general partner. 
 30.33     (c) An obligation of a limited partnership incurred while 
 30.34  the limited partnership is a limited liability limited 
 30.35  partnership, whether arising in contract, tort, or otherwise, is 
 30.36  solely the obligation of the limited partnership.  A general 
 31.1   partner is not personally liable, directly or indirectly, by way 
 31.2   of contribution or otherwise, for such an obligation solely by 
 31.3   reason of being or acting as a general partner.  This subsection 
 31.4   applies despite anything inconsistent in the partnership 
 31.5   agreement that existed immediately before the consent required 
 31.6   to become a limited liability limited partnership under section 
 31.7   321.406(b)(2). 
 31.8      Sec. 38.  [321.405] [ACTIONS BY AND AGAINST PARTNERSHIP AND 
 31.9   PARTNERS.] 
 31.10     (a) To the extent not inconsistent with section 321.404, a 
 31.11  general partner may be joined in an action against the limited 
 31.12  partnership or named in a separate action. 
 31.13     (b) A judgment against a limited partnership is not by 
 31.14  itself a judgment against a general partner.  A judgment against 
 31.15  a limited partnership may not be satisfied from a general 
 31.16  partner's assets unless there is also a judgment against the 
 31.17  general partner. 
 31.18     (c) A judgment creditor of a general partner may not levy 
 31.19  execution against the assets of the general partner to satisfy a 
 31.20  judgment based on a claim against the limited partnership, 
 31.21  unless the partner is personally liable for the claim under 
 31.22  section 321.404 and: 
 31.23     (1) a judgment based on the same claim has been obtained 
 31.24  against the limited partnership and a writ of execution on the 
 31.25  judgment has been returned unsatisfied in whole or in part; 
 31.26     (2) the limited partnership is a debtor in bankruptcy; 
 31.27     (3) the general partner has agreed that the creditor need 
 31.28  not exhaust limited partnership assets; 
 31.29     (4) a court grants permission to the judgment creditor to 
 31.30  levy execution against the assets of a general partner based on 
 31.31  a finding that limited partnership assets subject to execution 
 31.32  are clearly insufficient to satisfy the judgment, that 
 31.33  exhaustion of limited partnership assets is excessively 
 31.34  burdensome, or that the grant of permission is an appropriate 
 31.35  exercise of the court's equitable powers; or 
 31.36     (5) liability is imposed on the general partner by law or 
 32.1   contract independent of the existence of the limited partnership.
 32.2      Sec. 39.  [321.406] [MANAGEMENT RIGHTS OF GENERAL PARTNER.] 
 32.3      (a) Each general partner has equal rights in the management 
 32.4   and conduct of the limited partnership's activities.  Except as 
 32.5   expressly provided in this chapter, any matter relating to the 
 32.6   activities of the limited partnership may be exclusively decided 
 32.7   by the general partner or, if there is more than one general 
 32.8   partner, by a majority of the general partners. 
 32.9      (b) The consent of each partner is necessary to: 
 32.10     (1) amend the partnership agreement; 
 32.11     (2) amend the certificate of limited partnership to add or, 
 32.12  subject to section 321.1110, delete a statement that the limited 
 32.13  partnership is a limited liability limited partnership; and 
 32.14     (3) sell, lease, exchange, or otherwise dispose of all, or 
 32.15  substantially all, of the limited partnership's property, with 
 32.16  or without the good will, other than in the usual and regular 
 32.17  course of the limited partnership's activities. 
 32.18     (c) A limited partnership shall reimburse a general partner 
 32.19  for payments made and indemnify a general partner for 
 32.20  liabilities incurred by the general partner in the ordinary 
 32.21  course of the activities of the partnership or for the 
 32.22  preservation of its activities or property. 
 32.23     (d) A limited partnership shall reimburse a general partner 
 32.24  for an advance to the limited partnership beyond the amount of 
 32.25  capital the general partner agreed to contribute. 
 32.26     (e) A payment or advance made by a general partner which 
 32.27  gives rise to an obligation of the limited partnership under 
 32.28  subsection (c) or (d) constitutes a loan to the limited 
 32.29  partnership which accrues interest from the date of the payment 
 32.30  or advance. 
 32.31     (f) A general partner is not entitled to remuneration for 
 32.32  services performed for the partnership. 
 32.33     Sec. 40.  [321.407] [RIGHT OF GENERAL PARTNER AND FORMER 
 32.34  GENERAL PARTNER TO INFORMATION.] 
 32.35     (a) A general partner, without having any particular 
 32.36  purpose for seeking the information, may inspect and copy during 
 33.1   regular business hours: 
 33.2      (1) in the limited partnership's designated office, 
 33.3   required information; and 
 33.4      (2) at a reasonable location specified by the limited 
 33.5   partnership, any other records maintained by the limited 
 33.6   partnership regarding the limited partnership's activities and 
 33.7   financial condition. 
 33.8      (b) Each general partner and the limited partnership shall 
 33.9   furnish to a general partner: 
 33.10     (1) without demand, any information concerning the limited 
 33.11  partnership's activities and financial condition reasonably 
 33.12  required for the proper exercise of the general partner's rights 
 33.13  and duties under the partnership agreement or this chapter; and 
 33.14     (2) on demand, any other information concerning the limited 
 33.15  partnership's activities, except to the extent the demand or the 
 33.16  information demanded is unreasonable or otherwise improper under 
 33.17  the circumstances. 
 33.18     (c) Subject to subsection (e), on ten days' demand made in 
 33.19  a record received by the limited partnership, a person 
 33.20  dissociated as a general partner may have access to the 
 33.21  information and records described in subsection (a) at the 
 33.22  location specified in subsection (a) if: 
 33.23     (1) the information or record pertains to the period during 
 33.24  which the person was a general partner; 
 33.25     (2) the person seeks the information or record in good 
 33.26  faith; and 
 33.27     (3) the person satisfies the requirements imposed on a 
 33.28  limited partner by section 321.304(b). 
 33.29     (d) The limited partnership shall respond to a demand made 
 33.30  pursuant to subsection (c) in the same manner as provided in 
 33.31  section 321.304(c). 
 33.32     (e) If a general partner dies, section 321.704 applies. 
 33.33     (f) The limited partnership may impose reasonable 
 33.34  restrictions on the use of information under this section.  In 
 33.35  any dispute concerning the reasonableness of a restriction under 
 33.36  this subsection, the limited partnership has the burden of 
 34.1   proving reasonableness. 
 34.2      (g) A limited partnership may charge a person dissociated 
 34.3   as a general partner that makes a demand under this section 
 34.4   reasonable costs of copying, limited to the costs of labor and 
 34.5   material. 
 34.6      (h) A general partner or person dissociated as a general 
 34.7   partner may exercise the rights under this section through an 
 34.8   attorney or other agent.  Any restriction imposed under 
 34.9   subsection (f) or by the partnership agreement applies both to 
 34.10  the attorney or other agent and to the general partner or person 
 34.11  dissociated as a general partner. 
 34.12     (i) The rights under this section do not extend to a person 
 34.13  as transferee, but the rights under subsection (c) of a person 
 34.14  dissociated as a general may be exercised by the legal 
 34.15  representative of an individual who dissociated as a general 
 34.16  partner under section 321.603(7)(B) or (C). 
 34.17     Sec. 41.  [321.408] [GENERAL STANDARDS OF GENERAL PARTNER'S 
 34.18  CONDUCT.] 
 34.19     (a) The only fiduciary duties that a general partner has to 
 34.20  the limited partnership and the other partners are the duties of 
 34.21  loyalty and care under subsections (b) and (c). 
 34.22     (b) A general partner's duty of loyalty to the limited 
 34.23  partnership and the other partners is limited to the following: 
 34.24     (1) to account to the limited partnership and hold as 
 34.25  trustee for it any property, profit, or benefit derived by the 
 34.26  general partner in the conduct and winding up of the limited 
 34.27  partnership's activities or derived from a use by the general 
 34.28  partner of limited partnership property, including the 
 34.29  appropriation of a limited partnership opportunity; 
 34.30     (2) to refrain from dealing with the limited partnership in 
 34.31  the conduct or winding up of the limited partnership's 
 34.32  activities as or on behalf of a party having an interest adverse 
 34.33  to the limited partnership; and 
 34.34     (3) to refrain from competing with the limited partnership 
 34.35  in the conduct or winding up of the limited partnership's 
 34.36  activities. 
 35.1      (c) A general partner's duty of care to the limited 
 35.2   partnership and the other partners in the conduct and winding up 
 35.3   of the limited partnership's activities is limited to refraining 
 35.4   from engaging in grossly negligent or reckless conduct, 
 35.5   intentional misconduct, or a knowing violation of law. 
 35.6      (d) A general partner shall discharge the duties to the 
 35.7   partnership and the other partners under this chapter or under 
 35.8   the partnership agreement and exercise any rights consistently 
 35.9   with the obligation of good faith and fair dealing. 
 35.10     (e) A general partner does not violate a duty or obligation 
 35.11  under this chapter or under the partnership agreement merely 
 35.12  because the general partner's conduct furthers the general 
 35.13  partner's own interest. 
 35.14     Sec. 42.  [321.409] [TRANSFER OF PARTNERSHIP PROPERTY.] 
 35.15     (a) Subject to the effect of a notification effective under 
 35.16  section 321.103(d) and (i), property held in the name of a 
 35.17  limited partnership may be transferred by an instrument of 
 35.18  transfer executed by a general partner in the limited 
 35.19  partnership name. 
 35.20     (b) Where a transfer has been made to an initial transferee 
 35.21  through an instrument of transfer effective under subsection 
 35.22  (a), a limited partnership may recover the transferred limited 
 35.23  partnership property from a transferee only if: 
 35.24     (1) the limited partnership proves that execution of the 
 35.25  instrument of initial transfer did not bind the partnership 
 35.26  under section 321.402; and 
 35.27     (2) as to a subsequent transferee who gave value for the 
 35.28  property, the limited partnership proves that the subsequent 
 35.29  transferee knew or had received a notification that the person 
 35.30  who executed the instrument of initial transfer lacked authority 
 35.31  to bind the partnership.  
 35.32     (c) A partnership may not recover partnership property from 
 35.33  a subsequent transferee if the partnership would not have been 
 35.34  entitled to recover the property, under subsection (b), from any 
 35.35  earlier transferee of the property. 
 35.36     (d) This section does not affect the power of a person 
 36.1   dissociated as a general partner to bind a limited partnership 
 36.2   under sections 321.606(a) and 321.804(b). 
 36.3                              ARTICLE 5 
 36.4                    CONTRIBUTIONS AND DISTRIBUTIONS 
 36.5      Sec. 43.  [321.501] [FORM OF CONTRIBUTION.] 
 36.6      A contribution of a partner may consist of tangible or 
 36.7   intangible property or other benefit to the limited partnership, 
 36.8   including money, services performed, promissory notes, other 
 36.9   agreements to contribute cash or property, and contracts for 
 36.10  services to be performed. 
 36.11     Sec. 44.  [321.502] [LIABILITY FOR CONTRIBUTION.] 
 36.12     (a) A partner's obligation to contribute money or other 
 36.13  property or other benefit to, or to perform services for, a 
 36.14  limited partnership is not excused by the partner's death, 
 36.15  disability, or other inability to perform personally. 
 36.16     (b) If a partner does not make a promised nonmonetary 
 36.17  contribution, the partner is obligated at the option of the 
 36.18  limited partnership to contribute money equal to that portion of 
 36.19  the value, as stated in the required information, of the stated 
 36.20  contribution which has not been made. 
 36.21     (c) The obligation of a partner to make a contribution or 
 36.22  return money or other property paid or distributed in violation 
 36.23  of this chapter may be compromised only by consent of all 
 36.24  partners.  A creditor of a limited partnership which extends 
 36.25  credit or otherwise acts in reliance on an obligation described 
 36.26  in subsection (a), without notice of any compromise under this 
 36.27  subsection, may enforce the original obligation. 
 36.28     Sec. 45.  [321.503] [SHARING OF DISTRIBUTIONS.] 
 36.29     A distribution by a limited partnership must be shared 
 36.30  among the partners on the basis of the value, as stated in the 
 36.31  required information when the limited partnership decides to 
 36.32  make the distribution, of the contributions the limited 
 36.33  partnership has received from each partner. 
 36.34     Sec. 46.  [321.504] [INTERIM DISTRIBUTIONS.] 
 36.35     A partner does not have a right to any distribution before 
 36.36  the dissolution and winding up of the limited partnership unless 
 37.1   the limited partnership decides to make an interim distribution. 
 37.2      Sec. 47.  [321.505] [NO DISTRIBUTION ON ACCOUNT OF 
 37.3   DISSOCIATION.] 
 37.4      A person does not have a right to receive a distribution on 
 37.5   account of dissociation. 
 37.6      Sec. 48.  [321.506] [DISTRIBUTION IN KIND.] 
 37.7      A partner does not have a right to demand or receive any 
 37.8   distribution from a limited partnership in any form other than 
 37.9   cash.  Subject to section 321.812(b), a limited partnership may 
 37.10  distribute an asset in kind to the extent each partner receives 
 37.11  a percentage of the asset equal to the partner's share of 
 37.12  distributions. 
 37.13     Sec. 49.  [321.507] [RIGHT TO DISTRIBUTION.] 
 37.14     When a partner or transferee becomes entitled to receive a 
 37.15  distribution, the partner or transferee has the status of, and 
 37.16  is entitled to all remedies available to, a creditor of the 
 37.17  limited partnership with respect to the distribution.  However, 
 37.18  the limited partnership's obligation to make a distribution is 
 37.19  subject to offset for any amount owed to the limited partnership 
 37.20  by the partner or dissociated partner on whose account the 
 37.21  distribution is made. 
 37.22     Sec. 50.  [321.508] [LIMITATIONS ON DISTRIBUTION.] 
 37.23     (a) A limited partnership may not make a distribution in 
 37.24  violation of the partnership agreement. 
 37.25     (b) A limited partnership may not make a distribution if 
 37.26  after the distribution: 
 37.27     (1) the limited partnership would not be able to pay its 
 37.28  debts as they become due in the ordinary course of the limited 
 37.29  partnership's activities; or 
 37.30     (2) the limited partnership's total assets would be less 
 37.31  than the sum of its total liabilities plus the amount that would 
 37.32  be needed, if the limited partnership were to be dissolved, 
 37.33  wound up, and terminated at the time of the distribution, to 
 37.34  satisfy the preferential rights upon dissolution, winding up, 
 37.35  and termination of partners whose preferential rights are 
 37.36  superior to those of persons receiving the distribution. 
 38.1      (c) A limited partnership may base a determination that a 
 38.2   distribution is not prohibited under subsection (b) on financial 
 38.3   statements prepared on the basis of accounting practices and 
 38.4   principles that are reasonable in the circumstances or on a fair 
 38.5   valuation or other method that is reasonable in the 
 38.6   circumstances. 
 38.7      (d) Except as otherwise provided in subsection (g), the 
 38.8   effect of a distribution under subsection (b) is measured: 
 38.9      (1) in the case of distribution by purchase, redemption, or 
 38.10  other acquisition of a transferable interest in the limited 
 38.11  partnership, as of the date money or other property is 
 38.12  transferred or debt incurred by the limited partnership; and 
 38.13     (2) in all other cases, as of the date: 
 38.14     (A) the distribution is authorized, if the payment occurs 
 38.15  within 120 days after that date; or 
 38.16     (B) the payment is made, if payment occurs more than 120 
 38.17  days after the distribution is authorized. 
 38.18     (e) A limited partnership's indebtedness to a partner 
 38.19  incurred by reason of a distribution made in accordance with 
 38.20  this section is at parity with the limited partnership's 
 38.21  indebtedness to its general, unsecured creditors. 
 38.22     (f) A limited partnership's indebtedness, including 
 38.23  indebtedness issued in connection with or as part of a 
 38.24  distribution, is not considered a liability for purposes of 
 38.25  subsection (b) if the terms of the indebtedness provide that 
 38.26  payment of principal and interest are made only to the extent 
 38.27  that a distribution could then be made to partners under this 
 38.28  section. 
 38.29     (g) If indebtedness is issued as a distribution, each 
 38.30  payment of principal or interest on the indebtedness is treated 
 38.31  as a distribution, the effect of which is measured on the date 
 38.32  the payment is made. 
 38.33     Sec. 51.  [321.509] [LIABILITY FOR IMPROPER DISTRIBUTIONS.] 
 38.34     (a) A general partner that consents to a distribution made 
 38.35  in violation of section 321.508 is personally liable to the 
 38.36  limited partnership for the amount of the distribution which 
 39.1   exceeds the amount that could have been distributed without the 
 39.2   violation if it is established that in consenting to the 
 39.3   distribution the general partner failed to comply with section 
 39.4   321.408. 
 39.5      (b) A partner or transferee that received a distribution 
 39.6   knowing that the distribution to that partner or transferee was 
 39.7   made in violation of section 321.508 is personally liable to the 
 39.8   limited partnership but only to the extent that the distribution 
 39.9   received by the partner or transferee exceeded the amount that 
 39.10  could have been properly paid under section 321.508. 
 39.11     (c) A general partner against which an action is commenced 
 39.12  under subsection (a) may: 
 39.13     (1) implead in the action any other person that is liable 
 39.14  under subsection (a) and compel contribution from the person; 
 39.15  and 
 39.16     (2) implead in the action any person that received a 
 39.17  distribution in violation of subsection (b) and compel 
 39.18  contribution from the person in the amount the person received 
 39.19  in violation of subsection (b). 
 39.20     (d) An action under this section is barred if it is not 
 39.21  commenced within two years after the distribution. 
 39.22                             ARTICLE 6 
 39.23                            DISSOCIATION 
 39.24     Sec. 52.  [321.601] [DISSOCIATION AS LIMITED PARTNER.] 
 39.25     (a) A person does not have a right to dissociate as a 
 39.26  limited partner before the termination of the limited 
 39.27  partnership. 
 39.28     (b) A person is dissociated from a limited partnership as a 
 39.29  limited partner upon the occurrence of any of the following 
 39.30  events: 
 39.31     (1) the limited partnership's having notice of the person's 
 39.32  express will to withdraw as a limited partner or on a later date 
 39.33  specified by the person; 
 39.34     (2) an event agreed to in the partnership agreement as 
 39.35  causing the person's dissociation as a limited partner; 
 39.36     (3) the person's expulsion as a limited partner pursuant to 
 40.1   the partnership agreement; 
 40.2      (4) the person's expulsion as a limited partner by the 
 40.3   unanimous consent of the other partners if: 
 40.4      (A) it is unlawful to carry on the limited partnership's 
 40.5   activities with the person as a limited partner; 
 40.6      (B) there has been a transfer of all of the person's 
 40.7   transferable interest in the limited partnership, other than a 
 40.8   transfer for security purposes, or a court order charging the 
 40.9   person's interest, which has not been foreclosed; 
 40.10     (C) the person is a corporation and, within 90 days after 
 40.11  the limited partnership notifies the person that it will be 
 40.12  expelled as a limited partner because it has filed a certificate 
 40.13  of dissolution or the equivalent, its charter has been revoked, 
 40.14  or its right to conduct business has been suspended by the 
 40.15  jurisdiction of its incorporation, there is no revocation of the 
 40.16  certificate of dissolution or no reinstatement of its charter or 
 40.17  its right to conduct business; or 
 40.18     (D) the person is a limited liability company or 
 40.19  partnership that has been dissolved and whose business is being 
 40.20  wound up; 
 40.21     (5) on application by the limited partnership, the person's 
 40.22  expulsion as a limited partner by judicial order because: 
 40.23     (A) the person engaged in wrongful conduct that adversely 
 40.24  and materially affected the limited partnership's activities; 
 40.25     (B) the person willfully or persistently committed a 
 40.26  material breach of the partnership agreement or of the 
 40.27  obligation of good faith and fair dealing under section 
 40.28  321.305(b); or 
 40.29     (C) the person engaged in conduct relating to the limited 
 40.30  partnership's activities which makes it not reasonably 
 40.31  practicable to carry on the activities with the person as 
 40.32  limited partner; 
 40.33     (6) in the case of a person who is an individual, the 
 40.34  person's death; 
 40.35     (7) in the case of a person that is a trust or is acting as 
 40.36  a limited partner by virtue of being a trustee of a trust, 
 41.1   distribution of the trust's entire transferable interest in the 
 41.2   limited partnership, but not merely by reason of the 
 41.3   substitution of a successor trustee; 
 41.4      (8) in the case of a person that is an estate or is acting 
 41.5   as a limited partner by virtue of being a personal 
 41.6   representative of an estate, distribution of the estate's entire 
 41.7   transferable interest in the limited partnership, but not merely 
 41.8   by reason of the substitution of a successor personal 
 41.9   representative; 
 41.10     (9) termination of a limited partner that is not an 
 41.11  individual, partnership, limited liability company, corporation, 
 41.12  trust, or estate; 
 41.13     (10) the limited partnership's participation in a 
 41.14  conversion or merger under article 11, if the limited 
 41.15  partnership: 
 41.16     (A) is not the converted or surviving entity; or 
 41.17     (B) is the converted or surviving entity but, as a result 
 41.18  of the conversion or merger, the person ceases to be a limited 
 41.19  partner. 
 41.20     Sec. 53.  [321.602] [EFFECT OF DISSOCIATION AS LIMITED 
 41.21  PARTNER.] 
 41.22     (a) Upon a person's dissociation as a limited partner: 
 41.23     (1) subject to section 321.704, the person does not have 
 41.24  further rights as a limited partner; 
 41.25     (2) the person's obligation of good faith and fair dealing 
 41.26  as a limited partner under section 321.305(b) continues only as 
 41.27  to matters arising and events occurring before the dissociation; 
 41.28  and 
 41.29     (3) subject to section 321.704 and article 11, any 
 41.30  transferable interest owned by the person in the person's 
 41.31  capacity as a limited partner immediately before dissociation is 
 41.32  owned by the person as a mere transferee. 
 41.33     (b) A person's dissociation as a limited partner does not 
 41.34  of itself discharge the person from any obligation to the 
 41.35  limited partnership or the other partners which the person 
 41.36  incurred while a limited partner. 
 42.1      Sec. 54.  [321.603] [DISSOCIATION AS GENERAL PARTNER.] 
 42.2      A person is dissociated from a limited partnership as a 
 42.3   general partner upon the occurrence of any of the following 
 42.4   events: 
 42.5      (1) the limited partnership's having notice of the person's 
 42.6   express will to withdraw as a general partner or on a later date 
 42.7   specified by the person; 
 42.8      (2) an event agreed to in the partnership agreement as 
 42.9   causing the person's dissociation as a general partner; 
 42.10     (3) the person's expulsion as a general partner pursuant to 
 42.11  the partnership agreement; 
 42.12     (4) the person's expulsion as a general partner by the 
 42.13  unanimous consent of the other partners if: 
 42.14     (A) it is unlawful to carry on the limited partnership's 
 42.15  activities with the person as a general partner; 
 42.16     (B) there has been a transfer of all or substantially all 
 42.17  of the person's transferable interest in the limited 
 42.18  partnership, other than a transfer for security purposes, or a 
 42.19  court order charging the person's interest, which has not been 
 42.20  foreclosed; 
 42.21     (C) the person is a corporation and, within 90 days after 
 42.22  the limited partnership notifies the person that it will be 
 42.23  expelled as a general partner because it has filed a certificate 
 42.24  of dissolution or the equivalent, its charter has been revoked, 
 42.25  or its right to conduct business has been suspended by the 
 42.26  jurisdiction of its incorporation, there is no revocation of the 
 42.27  certificate of dissolution or no reinstatement of its charter or 
 42.28  its right to conduct business; or 
 42.29     (D) the person is a limited liability company or 
 42.30  partnership that has been dissolved and whose business is being 
 42.31  wound up; 
 42.32     (5) on application by the limited partnership, the person's 
 42.33  expulsion as a general partner by judicial determination because:
 42.34     (A) the person engaged in wrongful conduct that adversely 
 42.35  and materially affected the limited partnership activities; 
 42.36     (B) the person willfully or persistently committed a 
 43.1   material breach of the partnership agreement or of a duty owed 
 43.2   to the partnership or the other partners under section 321.408; 
 43.3   or 
 43.4      (C) the person engaged in conduct relating to the limited 
 43.5   partnership's activities which makes it not reasonably 
 43.6   practicable to carry on the activities of the limited 
 43.7   partnership with the person as a general partner; 
 43.8      (6) the person's: 
 43.9      (A) becoming a debtor in bankruptcy; 
 43.10     (B) execution of an assignment for the benefit of 
 43.11  creditors; 
 43.12     (C) seeking, consenting to, or acquiescing in the 
 43.13  appointment of a trustee, receiver, or liquidator of the person 
 43.14  or of all or substantially all of the person's property; or 
 43.15     (D) failure, within 90 days after the appointment, to have 
 43.16  vacated or stayed the appointment of a trustee, receiver, or 
 43.17  liquidator of the general partner or of all or substantially all 
 43.18  of the person's property obtained without the person's consent 
 43.19  or acquiescence, or failing within 90 days after the expiration 
 43.20  of a stay to have the appointment vacated; 
 43.21     (7) in the case of a person who is an individual: 
 43.22     (A) the person's death; 
 43.23     (B) the appointment of a guardian or general conservator 
 43.24  for the person; or 
 43.25     (C) a judicial determination that the person has otherwise 
 43.26  become incapable of performing the person's duties as a general 
 43.27  partner under the partnership agreement; 
 43.28     (8) in the case of a person that is a trust or is acting as 
 43.29  a general partner by virtue of being a trustee of a trust, 
 43.30  distribution of the trust's entire transferable interest in the 
 43.31  limited partnership, but not merely by reason of the 
 43.32  substitution of a successor trustee; 
 43.33     (9) in the case of a person that is an estate or is acting 
 43.34  as a general partner by virtue of being a personal 
 43.35  representative of an estate, distribution of the estate's entire 
 43.36  transferable interest in the limited partnership, but not merely 
 44.1   by reason of the substitution of a successor personal 
 44.2   representative; 
 44.3      (10) termination of a general partner that is not an 
 44.4   individual, partnership, limited liability company, corporation, 
 44.5   trust, or estate; or 
 44.6      (11) the limited partnership's participation in a 
 44.7   conversion or merger under article 11, if the limited 
 44.8   partnership: 
 44.9      (A) is not the converted or surviving entity; or 
 44.10     (B) is the converted or surviving entity but, as a result 
 44.11  of the conversion or merger, the person ceases to be a general 
 44.12  partner. 
 44.13     Sec. 55.  [321.604] [PERSON'S POWER TO DISSOCIATE AS 
 44.14  GENERAL PARTNER; WRONGFUL DISSOCIATION.] 
 44.15     (a) A person has the power to dissociate as a general 
 44.16  partner at any time, rightfully or wrongfully, by express will 
 44.17  pursuant to section 321.603(1). 
 44.18     (b) A person's dissociation as a general partner is 
 44.19  wrongful only if: 
 44.20     (1) it is in breach of an express provision of the 
 44.21  partnership agreement; or 
 44.22     (2) it occurs before the termination of the limited 
 44.23  partnership, and: 
 44.24     (A) the person withdraws as a general partner by express 
 44.25  will; 
 44.26     (B) the person is expelled as a general partner by judicial 
 44.27  determination under section 321.603(5); 
 44.28     (C) the person is dissociated as a general partner by 
 44.29  becoming a debtor in bankruptcy; or 
 44.30     (D) in the case of a person that is not an individual, 
 44.31  trust other than a business trust, or estate, the person is 
 44.32  expelled or otherwise dissociated as a general partner because 
 44.33  it willfully dissolved or terminated. 
 44.34     (c) A person that wrongfully dissociates as a general 
 44.35  partner is liable to the limited partnership and, subject to 
 44.36  section 321.1001, to the other partners for damages caused by 
 45.1   the dissociation.  The liability is in addition to any other 
 45.2   obligation of the general partner to the limited partnership or 
 45.3   to the other partners. 
 45.4      Sec. 56.  [321.605] [EFFECT OF DISSOCIATION AS GENERAL 
 45.5   PARTNER.] 
 45.6      (a) Upon a person's dissociation as a general partner: 
 45.7      (1) the person's right to participate as a general partner 
 45.8   in the management and conduct of the partnership's activities 
 45.9   terminates; 
 45.10     (2) the person's duty of loyalty as a general partner under 
 45.11  section 321.408(b)(3) terminates; 
 45.12     (3) the person's duty of loyalty as a general partner under 
 45.13  section 321.408(b)(1) and (2) and duty of care under section 
 45.14  321.408(c) continue only with regard to matters arising and 
 45.15  events occurring before the person's dissociation as a general 
 45.16  partner; 
 45.17     (4) the person may sign and deliver to the secretary of 
 45.18  state for filing a statement of dissociation pertaining to the 
 45.19  person and, at the request of the limited partnership, shall 
 45.20  sign an amendment to the certificate of limited partnership 
 45.21  which states that the person has dissociated; and 
 45.22     (5) subject to section 321.704 and article 11, any 
 45.23  transferable interest owned by the person immediately before 
 45.24  dissociation in the person's capacity as a general partner is 
 45.25  owned by the person as a mere transferee. 
 45.26     (b) A person's dissociation as a general partner does not 
 45.27  of itself discharge the person from any obligation to the 
 45.28  limited partnership or the other partners which the person 
 45.29  incurred while a general partner. 
 45.30     Sec. 57.  [321.606] [POWER TO BIND AND LIABILITY TO LIMITED 
 45.31  PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON 
 45.32  DISSOCIATED AS GENERAL PARTNER.] 
 45.33     (a) After a person is dissociated as a general partner and 
 45.34  before the limited partnership is dissolved, converted under 
 45.35  article 11, or merged out of existence under article 11, the 
 45.36  limited partnership is bound by an act of the person if: 
 46.1      (1) the act would have bound the limited partnership under 
 46.2   section 321.402 before the dissociation; and 
 46.3      (2) at the time the other party enters into the transaction:
 46.4      (A) less than two years has passed since the dissociation; 
 46.5   and 
 46.6      (B) the other party does not have notice of the 
 46.7   dissociation and reasonably believes that the person is a 
 46.8   general partner. 
 46.9      (b) If a limited partnership is bound under subsection (a), 
 46.10  the person dissociated as a general partner which caused the 
 46.11  limited partnership to be bound is liable: 
 46.12     (1) to the limited partnership for any damage caused to the 
 46.13  limited partnership arising from the obligation incurred under 
 46.14  subsection (a); and 
 46.15     (2) if a general partner or another person dissociated as a 
 46.16  general partner is liable for the obligation, to the general 
 46.17  partner or other person for any damage caused to the general 
 46.18  partner or other person arising from the liability. 
 46.19     Sec. 58.  [321.607] [LIABILITY TO OTHER PERSONS OF PERSON 
 46.20  DISSOCIATED AS GENERAL PARTNER.] 
 46.21     (a) A person's dissociation as a general partner does not 
 46.22  of itself discharge the person's liability as a general partner 
 46.23  for an obligation of the limited partnership incurred before 
 46.24  dissociation.  Except as otherwise provided in subsections (b) 
 46.25  and (c), the person is not liable for a limited partnership's 
 46.26  obligation incurred after dissociation. 
 46.27     (b) A person whose dissociation as a general partner 
 46.28  resulted in a dissolution and winding up of the limited 
 46.29  partnership's activities is liable to the same extent as a 
 46.30  general partner under section 321.404 on an obligation incurred 
 46.31  by the limited partnership under section 321.804. 
 46.32     (c) A person that has dissociated as a general partner but 
 46.33  whose dissociation did not result in a dissolution and winding 
 46.34  up of the limited partnership's activities is liable on a 
 46.35  transaction entered into by the limited partnership after the 
 46.36  dissociation only if: 
 47.1      (1) a general partner would be liable on the transaction; 
 47.2   and 
 47.3      (2) at the time the other party enters into the transaction:
 47.4      (A) less than two years has passed since the dissociation; 
 47.5   and 
 47.6      (B) the other party does not have notice of the 
 47.7   dissociation and reasonably believes that the person is a 
 47.8   general partner. 
 47.9      (d) By agreement with a creditor of a limited partnership 
 47.10  and the limited partnership, a person dissociated as a general 
 47.11  partner may be released from liability for an obligation of the 
 47.12  limited partnership. 
 47.13     (e) A person dissociated as a general partner is released 
 47.14  from liability for an obligation of the limited partnership if 
 47.15  the limited partnership's creditor, with notice of the person's 
 47.16  dissociation as a general partner but without the person's 
 47.17  consent, agrees to a material alteration in the nature or time 
 47.18  of payment of the obligation. 
 47.19                             ARTICLE 7 
 47.20                  TRANSFERABLE INTERESTS AND RIGHTS 
 47.21                    OF TRANSFEREES AND CREDITORS 
 47.22     Sec. 59.  [321.701] [PARTNER'S TRANSFERABLE INTEREST.] 
 47.23     The only interest of a partner which is transferable is the 
 47.24  partner's transferable interest.  A transferable interest is 
 47.25  personal property. 
 47.26     Sec. 60.  [321.702] [TRANSFER OF PARTNER'S TRANSFERABLE 
 47.27  INTEREST.] 
 47.28     (a) A transfer, in whole or in part, of a partner's 
 47.29  transferable interest: 
 47.30     (1) is permissible; 
 47.31     (2) does not by itself cause the partner's dissociation or 
 47.32  a dissolution and winding up of the limited partnership's 
 47.33  activities; and 
 47.34     (3) does not, as against the other partners or the limited 
 47.35  partnership, entitle the transferee to participate in the 
 47.36  management or conduct of the limited partnership's activities, 
 48.1   to require access to information concerning the limited 
 48.2   partnership's transactions except as otherwise provided in 
 48.3   subsection (c), or to inspect or copy the required information 
 48.4   or the limited partnership's other records. 
 48.5      (b) A transferee has a right to receive, in accordance with 
 48.6   the transfer: 
 48.7      (1) distributions to which the transferor would otherwise 
 48.8   be entitled; and 
 48.9      (2) upon the dissolution and winding up of the limited 
 48.10  partnership's activities the net amount otherwise distributable 
 48.11  to the transferor. 
 48.12     (c) In a dissolution and winding up, a transferee is 
 48.13  entitled to an account of the limited partnership's transactions 
 48.14  only from the date of dissolution. 
 48.15     (d) Upon transfer, the transferor retains the rights of a 
 48.16  partner other than the interest in distributions transferred and 
 48.17  retains all duties and obligations of a partner. 
 48.18     (e) A limited partnership need not give effect to a 
 48.19  transferee's rights under this section until the limited 
 48.20  partnership has notice of the transfer. 
 48.21     (f) A transfer of a partner's transferable interest in the 
 48.22  limited partnership in violation of a restriction on transfer 
 48.23  contained in the partnership agreement is ineffective as to a 
 48.24  person having notice of the restriction at the time of transfer. 
 48.25     (g) A transferee that becomes a partner with respect to a 
 48.26  transferable interest is liable for the transferor's obligations 
 48.27  under sections 321.502 and 321.509.  However, the transferee is 
 48.28  not obligated for liabilities unknown to the transferee at the 
 48.29  time the transferee became a partner. 
 48.30     Sec. 61.  [321.703] [RIGHTS OF CREDITOR OF PARTNER OR 
 48.31  TRANSFEREE.] 
 48.32     (a) On application to a court of competent jurisdiction by 
 48.33  any judgment creditor of a partner or transferee, the court may 
 48.34  charge the transferable interest of the judgment debtor with 
 48.35  payment of the unsatisfied amount of the judgment with 
 48.36  interest.  To the extent so charged, the judgment creditor has 
 49.1   only the rights of a transferee.  The court may appoint a 
 49.2   receiver of the share of the distributions due or to become due 
 49.3   to the judgment debtor in respect of the partnership and make 
 49.4   all other orders, directions, accounts, and inquiries the 
 49.5   judgment debtor might have made or which the circumstances of 
 49.6   the case may require to give effect to the charging order. 
 49.7      (b) A charging order constitutes a lien on the judgment 
 49.8   debtor's transferable interest.  The court may order a 
 49.9   foreclosure upon the interest subject to the charging order at 
 49.10  any time.  The purchaser at the foreclosure sale has the rights 
 49.11  of a transferee. 
 49.12     (c) At any time before foreclosure, an interest charged may 
 49.13  be redeemed: 
 49.14     (1) by the judgment debtor; 
 49.15     (2) with property other than limited partnership property, 
 49.16  by one or more of the other partners; or 
 49.17     (3) with limited partnership property, by the limited 
 49.18  partnership with the consent of all partners whose interests are 
 49.19  not so charged. 
 49.20     (d) This chapter does not deprive any partner or transferee 
 49.21  of the benefit of any exemption laws applicable to the partner's 
 49.22  or transferee's transferable interest. 
 49.23     (e) This section provides the exclusive remedy by which a 
 49.24  judgment creditor of a partner or transferee may satisfy a 
 49.25  judgment out of the judgment debtor's transferable interest. 
 49.26     Sec. 62.  [321.704] [POWER OF ESTATE OF DECEASED PARTNER.] 
 49.27     If a partner dies, the deceased partner's personal 
 49.28  representative or other legal representative may exercise the 
 49.29  rights of a transferee as provided in section 321.702 and, for 
 49.30  the purposes of settling the estate, may exercise the rights of 
 49.31  a current limited partner under section 321.304. 
 49.32                             ARTICLE 8 
 49.33                             DISSOLUTION 
 49.34     Sec. 63.  [321.801] [NONJUDICIAL DISSOLUTION.] 
 49.35     Except as otherwise provided in section 321.802, a limited 
 49.36  partnership is dissolved, and its activities must be wound up, 
 50.1   only upon the occurrence of any of the following: 
 50.2      (1) the happening of an event specified in the partnership 
 50.3   agreement; 
 50.4      (2) the consent of all general partners and of limited 
 50.5   partners owning a majority of the rights to receive 
 50.6   distributions as limited partners at the time the consent is to 
 50.7   be effective; 
 50.8      (3) after the dissociation of a person as a general partner:
 50.9      (A) if the limited partnership has at least one remaining 
 50.10  general partner, the consent to dissolve the limited partnership 
 50.11  given within 90 days after the dissociation by partners owning a 
 50.12  majority of the rights to receive distributions as partners at 
 50.13  the time the consent is to be effective; or 
 50.14     (B) if the limited partnership does not have a remaining 
 50.15  general partner, the passage of 90 days after the dissociation, 
 50.16  unless before the end of the period: 
 50.17     (i) consent to continue the activities of the limited 
 50.18  partnership and admit at least one general partner is given by 
 50.19  limited partners owning a majority of the rights to receive 
 50.20  distributions as limited partners at the time the consent is to 
 50.21  be effective; and 
 50.22     (ii) at least one person is admitted as a general partner 
 50.23  in accordance with the consent; 
 50.24     (4) the passage of 90 days after the dissociation of the 
 50.25  limited partnership's last limited partner, unless before the 
 50.26  end of the period the limited partnership admits at least one 
 50.27  limited partner; or 
 50.28     (5) the signing and filing of a declaration of dissolution 
 50.29  by the secretary of state under section 321.809(c). 
 50.30     Sec. 64.  [321.802] [JUDICIAL DISSOLUTION.] 
 50.31     On application by a partner the district court may order 
 50.32  dissolution of a limited partnership if it is not reasonably 
 50.33  practicable to carry on the activities of the limited 
 50.34  partnership in conformity with the partnership agreement. 
 50.35     Sec. 65.  [321.803] [WINDING UP.] 
 50.36     (a) A limited partnership continues after dissolution only 
 51.1   for the purpose of winding up its activities. 
 51.2      (b) In winding up its activities, the limited partnership: 
 51.3      (1) may amend its certificate of limited partnership to 
 51.4   state that the limited partnership is dissolved, preserve the 
 51.5   limited partnership business or property as a going concern for 
 51.6   a reasonable time, prosecute and defend actions and proceedings, 
 51.7   whether civil, criminal, or administrative, transfer the limited 
 51.8   partnership's property, settle disputes by mediation or 
 51.9   arbitration, file a statement of termination as provided in 
 51.10  section 321.203, and perform other necessary acts; and 
 51.11     (2) shall discharge the limited partnership's liabilities, 
 51.12  settle and close the limited partnership's activities, and 
 51.13  marshal and distribute the assets of the partnership. 
 51.14     (c) If a dissolved limited partnership does not have a 
 51.15  general partner, a person to wind up the dissolved limited 
 51.16  partnership's activities may be appointed by the consent of 
 51.17  limited partners owning a majority of the rights to receive 
 51.18  distributions as limited partners at the time the consent is to 
 51.19  be effective.  A person appointed under this subsection: 
 51.20     (1) has the powers of a general partner under section 
 51.21  321.804; and 
 51.22     (2) shall promptly amend the certificate of limited 
 51.23  partnership to state: 
 51.24     (A) that the limited partnership does not have a general 
 51.25  partner; 
 51.26     (B) the name of the person that has been appointed to wind 
 51.27  up the limited partnership; and 
 51.28     (C) the street and mailing address of the person. 
 51.29     (d) On the application of any partner, the district court 
 51.30  may order judicial supervision of the winding up, including the 
 51.31  appointment of a person to wind up the dissolved limited 
 51.32  partnership's activities, if: 
 51.33     (1) a limited partnership does not have a general partner 
 51.34  and within a reasonable time following the dissolution no person 
 51.35  has been appointed pursuant to subsection (c); or 
 51.36     (2) the applicant establishes other good cause. 
 52.1      Sec. 66.  [321.804] [POWER OF GENERAL PARTNER AND PERSON 
 52.2   DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER 
 52.3   DISSOLUTION.] 
 52.4      (a) A limited partnership is bound by a general partner's 
 52.5   act after dissolution which: 
 52.6      (1) is appropriate for winding up the limited partnership's 
 52.7   activities; or 
 52.8      (2) would have bound the limited partnership under section 
 52.9   321.402 before dissolution, if, at the time the other party 
 52.10  enters into the transaction, the other party does not have 
 52.11  notice of the dissolution. 
 52.12     (b) A person dissociated as a general partner binds a 
 52.13  limited partnership through an act occurring after dissolution 
 52.14  if: 
 52.15     (1) at the time the other party enters into the transaction:
 52.16     (A) less than two years has passed since the dissociation; 
 52.17  and 
 52.18     (B) the other party does not have notice of the 
 52.19  dissociation and reasonably believes that the person is a 
 52.20  general partner; and 
 52.21     (2) the act: 
 52.22     (A) is appropriate for winding up the limited partnership's 
 52.23  activities; or 
 52.24     (B) would have bound the limited partnership under section 
 52.25  321.402 before dissolution and at the time the other party 
 52.26  enters into the transaction the other party does not have notice 
 52.27  of the dissolution. 
 52.28     Sec. 67.  [321.805] [LIABILITY AFTER DISSOLUTION OF GENERAL 
 52.29  PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED 
 52.30  PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS 
 52.31  GENERAL PARTNER.] 
 52.32     (a) If a general partner having knowledge of the 
 52.33  dissolution causes a limited partnership to incur an obligation 
 52.34  under section 321.804(a) by an act that is not appropriate for 
 52.35  winding up the partnership's activities, the general partner is 
 52.36  liable: 
 53.1      (1) to the limited partnership for any damage caused to the 
 53.2   limited partnership arising from the obligation; and 
 53.3      (2) if another general partner or a person dissociated as a 
 53.4   general partner is liable for the obligation, to that other 
 53.5   general partner or person for any damage caused to that other 
 53.6   general partner or person arising from the liability. 
 53.7      (b) If a person dissociated as a general partner causes a 
 53.8   limited partnership to incur an obligation under section 
 53.9   321.804(b), the person is liable: 
 53.10     (1) to the limited partnership for any damage caused to the 
 53.11  limited partnership arising from the obligation; and 
 53.12     (2) if a general partner or another person dissociated as a 
 53.13  general partner is liable for the obligation, to the general 
 53.14  partner or other person for any damage caused to the general 
 53.15  partner or other person arising from the liability. 
 53.16     Sec. 68.  [321.806] [KNOWN CLAIMS AGAINST DISSOLVED LIMITED 
 53.17  PARTNERSHIP.] 
 53.18     (a) A dissolved limited partnership may dispose of the 
 53.19  known claims against it by following the procedure described in 
 53.20  subsection (b). 
 53.21     (b) A dissolved limited partnership may notify its known 
 53.22  claimants of the dissolution in a record.  The notice must: 
 53.23     (1) specify the information required to be included in a 
 53.24  claim; 
 53.25     (2) provide a mailing address to which the claim is to be 
 53.26  sent; 
 53.27     (3) state the deadline for receipt of the claim, which may 
 53.28  not be less than 120 days after the date the notice is received 
 53.29  by the claimant; 
 53.30     (4) state that the claim will be barred if not received by 
 53.31  the deadline; and 
 53.32     (5) unless the limited partnership has been at each moment 
 53.33  during its existence either a limited liability limited 
 53.34  partnership or a limited partnership that is a limited liability 
 53.35  limited partnership under chapter 322A, state that the barring 
 53.36  of a claim against the limited partnership will also bar any 
 54.1   corresponding claim against any general partner or person 
 54.2   dissociated as a general partner which is based on section 
 54.3   321.404. 
 54.4      (c) A claim against a dissolved limited partnership is 
 54.5   barred if the requirements of subsection (b) are met and: 
 54.6      (1) the claim is not received by the specified deadline; or 
 54.7      (2) in the case of a claim that is timely received but 
 54.8   rejected by the dissolved limited partnership, the claimant does 
 54.9   not commence an action to enforce the claim against the limited 
 54.10  partnership within 90 days after the receipt of the notice of 
 54.11  the rejection. 
 54.12     (d) This section does not apply to a claim based on an 
 54.13  event occurring after the effective date of dissolution or a 
 54.14  liability that is contingent on that date. 
 54.15     Sec. 69.  [321.807] [OTHER CLAIMS AGAINST DISSOLVED LIMITED 
 54.16  PARTNERSHIPS.] 
 54.17     (a) A dissolved limited partnership may publish notice of 
 54.18  its dissolution and request persons having claims against the 
 54.19  limited partnership to present them in accordance with the 
 54.20  notice. 
 54.21     (b) The notice must: 
 54.22     (1) be published at least once in a newspaper of general 
 54.23  circulation in the county in which the dissolved limited 
 54.24  partnership's principal office is located or, if it has none in 
 54.25  this state, in the county in which the limited partnership's 
 54.26  designated office is or was last located; 
 54.27     (2) describe the information required to be contained in a 
 54.28  claim and provide a mailing address to which the claim is to be 
 54.29  sent; 
 54.30     (3) state that a claim against the limited partnership is 
 54.31  barred unless an action to enforce the claim is commenced within 
 54.32  five years after publication of the notice; and 
 54.33     (4) unless the limited partnership has been at each moment 
 54.34  during its existence either a limited liability limited 
 54.35  partnership or a limited liability limited partnership under 
 54.36  chapter 322A, state that the barring of a claim against the 
 55.1   limited partnership will also bar any corresponding claim 
 55.2   against any general partner or person dissociated as a general 
 55.3   partner which is based on section 321.404. 
 55.4      (c) If a dissolved limited partnership publishes a notice 
 55.5   in accordance with subsection (b), the claim of each of the 
 55.6   following claimants is barred unless the claimant commences an 
 55.7   action to enforce the claim against the dissolved limited 
 55.8   partnership within five years after the publication date of the 
 55.9   notice: 
 55.10     (1) a claimant that did not receive notice in a record 
 55.11  under section 321.806; 
 55.12     (2) a claimant whose claim was timely sent to the dissolved 
 55.13  limited partnership but not acted on; and 
 55.14     (3) a claimant whose claim is contingent or based on an 
 55.15  event occurring after the effective date of dissolution. 
 55.16     (d) A claim not barred under this section may be enforced: 
 55.17     (1) against the dissolved limited partnership, to the 
 55.18  extent of its undistributed assets; 
 55.19     (2) if the assets have been distributed in liquidation, 
 55.20  against a partner or transferee to the extent of that person's 
 55.21  proportionate share of the claim or the limited partnership's 
 55.22  assets distributed to the partner or transferee in liquidation, 
 55.23  whichever is less, but a person's total liability for all claims 
 55.24  under this paragraph does not exceed the total amount of assets 
 55.25  distributed to the person as part of the winding up of the 
 55.26  dissolved limited partnership; or 
 55.27     (3) against any person liable on the claim under section 
 55.28  321.404. 
 55.29     Sec. 70.  [321.808] [LIABILITY OF GENERAL PARTNER AND 
 55.30  PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED 
 55.31  PARTNERSHIP BARRED.] 
 55.32     If a claim against a dissolved limited partnership is 
 55.33  barred under section 321.806 or 321.807, any corresponding claim 
 55.34  under section 321.404 is also barred. 
 55.35     Sec. 71.  [321.809] [ADMINISTRATIVE DISSOLUTION.] 
 55.36     (a) A limited partnership that has failed to deliver for 
 56.1   filing a registration pursuant to the requirements of section 
 56.2   321.210 must be dissolved by the secretary of state as described 
 56.3   in this section. 
 56.4      (b) If the limited partnership has not filed the delinquent 
 56.5   registration, the secretary of state must issue a certificate of 
 56.6   administrative dissolution and the certificate must be filed in 
 56.7   the Office of the Secretary of State.  The secretary of state 
 56.8   must annually inform the attorney general and the commissioner 
 56.9   of revenue of the methods by which the names of limited 
 56.10  partnerships administratively dissolved under this section 
 56.11  during the preceding year may be determined.  The secretary of 
 56.12  state must also make available in an electronic format the names 
 56.13  of the administratively dissolved limited partnerships. 
 56.14     (c) A limited partnership administratively dissolved 
 56.15  continues its existence but may carry on only activities 
 56.16  necessary to wind up its activities and liquidate its assets 
 56.17  under sections 321.803 and 321.812 and to notify claimants under 
 56.18  sections 321.806 and 321.807. 
 56.19     (d) The administrative dissolution of a limited partnership 
 56.20  does not terminate the authority of its agent for service of 
 56.21  process. 
 56.22     Sec. 72.  [321.810] [REINSTATEMENT FOLLOWING ADMINISTRATIVE 
 56.23  DISSOLUTION.] 
 56.24     (a) A limited partnership that has been administratively 
 56.25  dissolved may apply to the secretary of state for reinstatement 
 56.26  after the effective date of dissolution.  The application must 
 56.27  be delivered to the secretary of state for filing and state: 
 56.28     (1) the name of the limited partnership and the effective 
 56.29  date of its administrative dissolution; 
 56.30     (2) that the grounds for dissolution either did not exist 
 56.31  or have been eliminated; and 
 56.32     (3) that the limited partnership's name satisfies the 
 56.33  requirements of section 321.108. 
 56.34     The application must also include any documents that were 
 56.35  required to be delivered for filing to the secretary of state 
 56.36  but which were not so delivered. 
 57.1      (b) If the secretary of state determines that an 
 57.2   application contains the information required by subsection (a) 
 57.3   and that the information is correct and the application includes 
 57.4   the appropriate fee, the secretary of state shall file the 
 57.5   reinstatement application and serve the limited partnership with 
 57.6   a copy. 
 57.7      (c) When reinstatement becomes effective, it relates back 
 57.8   to and takes effect as of the effective date of the 
 57.9   administrative dissolution and the limited partnership may 
 57.10  resume its activities as if the administrative dissolution had 
 57.11  never occurred, except that for the purposes of section 
 57.12  321.103(c) and (d) the reinstatement is effective only as of the 
 57.13  date the reinstatement is filed. 
 57.14     Sec. 73.  [321.812] [DISPOSITION OF ASSETS; WHEN 
 57.15  CONTRIBUTIONS REQUIRED.] 
 57.16     (a) In winding up a limited partnership's activities, the 
 57.17  assets of the limited partnership, including the contributions 
 57.18  required by this section, must be applied to satisfy the limited 
 57.19  partnership's obligations to creditors, including, to the extent 
 57.20  permitted by law, partners that are creditors. 
 57.21     (b) Any surplus remaining after the limited partnership 
 57.22  complies with subsection (a) must be paid in cash as a 
 57.23  distribution. 
 57.24     (c) If a limited partnership's assets are insufficient to 
 57.25  satisfy all of its obligations under subsection (a), with 
 57.26  respect to each unsatisfied obligation incurred when the limited 
 57.27  partnership was neither a limited liability limited partnership 
 57.28  nor a limited partnership that is a limited liability limited 
 57.29  partnership under chapter 322A, the following rules apply: 
 57.30     (1) Each person that was a general partner when the 
 57.31  obligation was incurred and that has not bee released from the 
 57.32  obligation under section 321.607 shall contribute to the limited 
 57.33  partnership for the purpose of enabling the limited partnership 
 57.34  to satisfy the obligation.  The contribution due from each of 
 57.35  those persons is in proportion to the right to receive 
 57.36  distributions in the capacity of general partner in effect for 
 58.1   each of those persons when the obligation was incurred. 
 58.2      (2) If a person does not contribute the full amount 
 58.3   required under paragraph (1) with respect to an unsatisfied 
 58.4   obligation of the limited partnership, the other persons 
 58.5   required to contribute by paragraph (1) on account of the 
 58.6   obligation shall contribute the additional amount necessary to 
 58.7   discharge the obligation.  The additional contribution due from 
 58.8   each of those other persons is in proportion to the right to 
 58.9   receive distributions in the capacity of general partner in 
 58.10  effect for each of those other persons when the obligation was 
 58.11  incurred. 
 58.12     (3) If a person does not make the additional contribution 
 58.13  required by paragraph (2), further additional contributions are 
 58.14  determined and due in the same manner as provided in that 
 58.15  paragraph. 
 58.16     (d) A person that makes an additional contribution under 
 58.17  subsection (c)(2) or (3) may recover from any person whose 
 58.18  failure to contribute under subsection (c)(1) or (2) 
 58.19  necessitated the additional contribution.  A person may not 
 58.20  recover under this subsection more than the amount additionally 
 58.21  contributed.  A person's liability under this subsection may not 
 58.22  exceed the amount the person failed to contribute. 
 58.23     (e) The estate of a deceased individual is liable for the 
 58.24  person's obligations under this section. 
 58.25     (f) An assignee for the benefit of creditors of a limited 
 58.26  partnership or a partner, or a person appointed by a court to 
 58.27  represent creditors of a limited partnership or a partner, may 
 58.28  enforce a person's obligation to contribute under subsection (c).
 58.29                             ARTICLE 9 
 58.30                    FOREIGN LIMITED PARTNERSHIPS 
 58.31     Sec. 74.  [321.901] [GOVERNING LAW.] 
 58.32     (a) The laws of the state or other jurisdiction under which 
 58.33  a foreign limited partnership is organized govern relations 
 58.34  among the partners of the foreign limited partnership and 
 58.35  between the partners and the foreign limited partnership and the 
 58.36  liability of partners as partners for an obligation of the 
 59.1   foreign limited partnership. 
 59.2      (b) A foreign limited partnership may not be denied a 
 59.3   certificate of authority by reason of any difference between the 
 59.4   laws of the jurisdiction under which the foreign limited 
 59.5   partnership is organized and the laws of this state. 
 59.6      (c) A certificate of authority does not authorize a foreign 
 59.7   limited partnership to engage in any business or exercise any 
 59.8   power that a limited partnership may not engage in or exercise 
 59.9   in this state. 
 59.10     Sec. 75.  [321.902] [APPLICATION FOR CERTIFICATE OF 
 59.11  AUTHORITY.] 
 59.12     (a) A foreign limited partnership may apply for a 
 59.13  certificate of authority to transact business in this state by 
 59.14  delivering an application to the secretary of state for filing.  
 59.15  The application must state: 
 59.16     (1) the name of the foreign limited partnership and, if the 
 59.17  name does not comply with section 321.108, an alternate name 
 59.18  adopted pursuant to section 321.905(a); 
 59.19     (2) the name of the state or other jurisdiction under whose 
 59.20  law the foreign limited partnership is organized; 
 59.21     (3) the street and mailing address of the foreign limited 
 59.22  partnership's principal office and, if the laws of the 
 59.23  jurisdiction under which the foreign limited partnership is 
 59.24  organized require the foreign limited partnership to maintain an 
 59.25  office in that jurisdiction, the street and mailing address of 
 59.26  the required office; 
 59.27     (4) the name and street and mailing address of the foreign 
 59.28  limited partnership's initial agent for service of process in 
 59.29  this state; 
 59.30     (5) the name and street and mailing address of each of the 
 59.31  foreign limited partnership's general partners; and 
 59.32     (6) whether the foreign limited partnership is a foreign 
 59.33  limited liability limited partnership. 
 59.34     (b) A foreign limited partnership shall deliver with the 
 59.35  completed application a certificate of existence or a record of 
 59.36  similar import signed by the secretary of state or other 
 60.1   official having custody of the foreign limited partnership's 
 60.2   publicly filed records in the state or other jurisdiction under 
 60.3   whose law the foreign limited partnership is organized. 
 60.4      Sec. 76.  [321.903] [ACTIVITIES NOT CONSTITUTING 
 60.5   TRANSACTING BUSINESS.] 
 60.6      (a) Activities of a foreign limited partnership which do 
 60.7   not constitute transacting business in this state within the 
 60.8   meaning of this article include: 
 60.9      (1) maintaining, defending, and settling an action or 
 60.10  proceeding; 
 60.11     (2) holding meetings of its partners or carrying on any 
 60.12  other activity concerning its internal affairs; 
 60.13     (3) maintaining accounts in financial institutions; 
 60.14     (4) maintaining offices or agencies for the transfer, 
 60.15  exchange, and registration of the foreign limited partnership's 
 60.16  own securities or maintaining trustees or depositories with 
 60.17  respect to those securities; 
 60.18     (5) selling through independent contractors; 
 60.19     (6) soliciting or obtaining orders, whether by mail or 
 60.20  electronic means or through employees or agents or otherwise, if 
 60.21  the orders require acceptance outside this state before they 
 60.22  become contracts; 
 60.23     (7) creating or acquiring indebtedness, mortgages, or 
 60.24  security interests in real or personal property; 
 60.25     (8) securing or collecting debts or enforcing mortgages or 
 60.26  other security interests in property securing the debts, and 
 60.27  holding, protecting, and maintaining property so acquired; 
 60.28     (9) conducting an isolated transaction that is completed 
 60.29  within 30 days and is not one in the course of similar 
 60.30  transactions of a like manner; and 
 60.31     (10) transacting business in interstate commerce. 
 60.32     (b) For purposes of this article, the ownership in this 
 60.33  state of income-producing real property or tangible personal 
 60.34  property, other than property excluded under subsection (a), 
 60.35  constitutes transacting business in this state. 
 60.36     (c) This section does not apply in determining the contacts 
 61.1   or activities that may subject a foreign limited partnership to 
 61.2   service of process, taxation, or regulation under any other law 
 61.3   of this state. 
 61.4      Sec. 77.  [321.904] [FILING OF CERTIFICATE OF AUTHORITY.] 
 61.5      Unless the secretary of state determines that an 
 61.6   application for a certificate of authority does not comply with 
 61.7   the filing requirements of this chapter, the secretary of state, 
 61.8   upon payment of all filing fees, shall file the application, 
 61.9   prepare, sign and file a certificate of authority to transact 
 61.10  business in this state, and send a copy of the filed certificate 
 61.11  to the foreign limited partnership or its representative. 
 61.12     Sec. 78.  [321.905] [NONCOMPLYING NAME OF FOREIGN LIMITED 
 61.13  PARTNERSHIP.] 
 61.14     (a) A foreign limited partnership whose name does not 
 61.15  comply with section 321.108 may not obtain a certificate of 
 61.16  authority until it adopts, for the purpose of transacting 
 61.17  business in this state, an alternate name that complies with 
 61.18  section 321.108.  A foreign limited partnership that adopts an 
 61.19  alternate name under this subsection and then obtains a 
 61.20  certificate of authority with the name need not comply with 
 61.21  sections 333.01 to 333.06.  After obtaining a certificate of 
 61.22  authority with an alternate name, a foreign limited partnership 
 61.23  shall transact business in this state under the name unless the 
 61.24  foreign limited partnership is authorized under sections 333.01 
 61.25  to 333.06 to transact business in this state under another name. 
 61.26     (b) If a foreign limited partnership authorized to transact 
 61.27  business in this state changes its name to one that does not 
 61.28  comply with section 321.108, it may not thereafter transact 
 61.29  business in this state until it complies with subsection (a) and 
 61.30  obtains an amended certificate of authority. 
 61.31     Sec. 79.  [321.906] [REVOCATION OF CERTIFICATE OF 
 61.32  AUTHORITY.] 
 61.33     (a) A foreign limited partnership that has failed to 
 61.34  deliver for filing a registration pursuant to the requirements 
 61.35  of section 321.210 must have its certificate of authority to 
 61.36  transact business in Minnesota revoked as described in this 
 62.1   section. 
 62.2      (b) If the foreign limited partnership has not filed the 
 62.3   delinquent registration, the secretary of state must issue a 
 62.4   certificate of revocation and the certificate must be filed in 
 62.5   the Office of the Secretary of State.  The secretary of state 
 62.6   must annually inform the attorney general and the commissioner 
 62.7   of revenue of the methods by which the names of limited 
 62.8   partnerships whose certificates of authority have been revoked 
 62.9   under this section during the preceding year may be determined.  
 62.10  The secretary of state must also make available in an electronic 
 62.11  format the names of the foreign limited partnerships whose 
 62.12  certificates have been revoked. 
 62.13     Sec. 80.  [321.907] [CANCELLATION OF CERTIFICATE OF 
 62.14  AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.] 
 62.15     (a) In order to cancel its certificate of authority to 
 62.16  transact business in this state, a foreign limited partnership 
 62.17  must deliver to the secretary of state for filing a notice of 
 62.18  cancellation.  The certificate is canceled when the notice 
 62.19  becomes effective under section 321.206. 
 62.20     (b) A foreign limited partnership transacting business in 
 62.21  this state may not maintain an action or proceeding in this 
 62.22  state unless it has a certificate of authority to transact 
 62.23  business in this state. 
 62.24     (c) The failure of a foreign limited partnership to have a 
 62.25  certificate of authority to transact business in this state does 
 62.26  not impair the validity of a contract or act of the foreign 
 62.27  limited partnership or prevent the foreign limited partnership 
 62.28  from defending an action or proceeding in this state. 
 62.29     (d) A partner of a foreign limited partnership is not 
 62.30  liable for the obligations of the foreign limited partnership 
 62.31  solely by reason of the foreign limited partnership's having 
 62.32  transacted business in this state without a certificate of 
 62.33  authority. 
 62.34     (e) If a foreign limited partnership transacts business in 
 62.35  this state without a certificate of authority or cancels its 
 62.36  certificate of authority, it appoints the secretary of state as 
 63.1   its agent for service of process for rights of action arising 
 63.2   out of the transaction of business in this state. 
 63.3      Sec. 81.  [321.908] [ACTION BY ATTORNEY GENERAL.] 
 63.4      The attorney general may maintain an action to restrain a 
 63.5   foreign limited partnership from transacting business in this 
 63.6   state in violation of this article. 
 63.7                              ARTICLE 10 
 63.8                         ACTIONS BY PARTNERS 
 63.9      Sec. 82.  [321.1001] [DIRECT ACTION BY PARTNER.] 
 63.10     (a) Subject to subsection (b), a partner may maintain a 
 63.11  direct action against the limited partnership or another partner 
 63.12  for legal or equitable relief, with or without an accounting as 
 63.13  to the partnership's activities, to enforce the rights and 
 63.14  otherwise protect the interests of the partner, including rights 
 63.15  and interests under the partnership agreement of this chapter or 
 63.16  arising independently of the partnership relationship. 
 63.17     (b) A partner commencing a direct action under this section 
 63.18  is required to plead and prove an actual or threatened injury 
 63.19  that is not solely the result of an injury suffered or 
 63.20  threatened to be suffered by the limited partnership. 
 63.21     (c) The accrual of, and any time limitation on, a right of 
 63.22  action for a remedy under this section is governed by other 
 63.23  law.  A right to an accounting upon a dissolution and winding up 
 63.24  does not revive a claim barred by law. 
 63.25     Sec. 83.  [321.1002] [DERIVATIVE ACTION.] 
 63.26     A partner may maintain a derivative action to enforce a 
 63.27  right of a limited partnership if: 
 63.28     (1) the partner first makes a demand on the general 
 63.29  partners, requesting that they cause the limited partnership to 
 63.30  bring an action to enforce the right, and the general partners 
 63.31  do not bring the action within a reasonable time; or 
 63.32     (2) a demand would be futile. 
 63.33     Sec. 84.  [321.1003] [PROPER PLAINTIFF.] 
 63.34     A derivative action may be maintained only by a person that 
 63.35  is a partner at the time the action is commenced and: 
 63.36     (1) that was a partner when the conduct giving rise to the 
 64.1   action occurred; or 
 64.2      (2) whose status as a partner devolved upon the person by 
 64.3   operation of law or pursuant to the terms of the partnership 
 64.4   agreement from a person that was a partner at the time of the 
 64.5   conduct. 
 64.6      Sec. 85.  [321.1004] [PLEADING.] 
 64.7      In a derivative action, the complaint must state with 
 64.8   particularity: 
 64.9      (1) the date and content of plaintiff's demand and the 
 64.10  general partners' response to the demand; or 
 64.11     (2) why demand should be excused as futile. 
 64.12     Sec. 86.  [321.1005] [PROCEEDS AND EXPENSES.] 
 64.13     (a) Except as otherwise provided in subsection (b): 
 64.14     (1) any proceeds or other benefits of a derivative action, 
 64.15  whether by judgment, compromise, or settlement, belong to the 
 64.16  limited partnership and not to the derivative plaintiff; 
 64.17     (2) if the derivative plaintiff receives any proceeds, the 
 64.18  derivative plaintiff shall immediately remit them to the limited 
 64.19  partnership. 
 64.20     (b) If a derivative action is successful in whole or in 
 64.21  part, the court may award the plaintiff reasonable expenses, 
 64.22  including reasonable attorney's fees, from the recovery of the 
 64.23  limited partnership. 
 64.24                             ARTICLE 11 
 64.25                       CONVERSION AND MERGER 
 64.26     Sec. 87.  [321.1101] [DEFINITIONS.] 
 64.27     In this article: 
 64.28     (1) "Constituent limited partnership" means a constituent 
 64.29  organization that is a limited partnership. 
 64.30     (2) "Constituent organization" means an organization that 
 64.31  is party to a merger. 
 64.32     (3) "Converted organization" means the organization into 
 64.33  which a converting organization converts pursuant to sections 
 64.34  321.1102 through 321.1105. 
 64.35     (4) "Converting limited partnership" means a converting 
 64.36  organization that is a limited partnership. 
 65.1      (5) "Converting organization" means an organization that 
 65.2   converts into another organization pursuant to section 321.1102. 
 65.3      (6) "General partner" means a general partner of a limited 
 65.4   partnership. 
 65.5      (7) "Governing statute" of an organization means the 
 65.6   statute that governs the organization's internal affairs. 
 65.7      (8) "Organization" means a general partnership, including a 
 65.8   limited liability partnership; limited partnership, including a 
 65.9   limited liability limited partnership; limited liability 
 65.10  company; business trust; corporation; or any other person having 
 65.11  a governing statute.  The term includes domestic and foreign 
 65.12  organizations whether or not organized for profit. 
 65.13     (9) "Organizational documents" means: 
 65.14     (A) for a domestic or foreign general partnership, its 
 65.15  partnership agreement; 
 65.16     (B) for a limited partnership or foreign limited 
 65.17  partnership, its certificate of limited partnership and 
 65.18  partnership agreement; 
 65.19     (C) for a domestic or foreign limited liability company, 
 65.20  its articles of organization and operating agreement, or 
 65.21  comparable records as provided in its governing statute; 
 65.22     (D) for a business trust, its agreement of trust and 
 65.23  declaration of trust; 
 65.24     (E) for a domestic or foreign corporation for profit, its 
 65.25  articles of incorporation, bylaws, and other agreements among 
 65.26  its shareholders which are authorized by its governing statute, 
 65.27  or comparable records as provided in its governing statute; and 
 65.28     (F) for any other organization, the basic records that 
 65.29  create the organization and determine its internal governance 
 65.30  and the relations among the persons that own it, have an 
 65.31  interest in it, or are members of it. 
 65.32     (10) "Personal liability" means personal liability for a 
 65.33  debt, liability, or other obligation of an organization which is 
 65.34  imposed on a person that co-owns, has an interest in, or is a 
 65.35  member of the organization: 
 65.36     (A) by the organization's governing statute solely by 
 66.1   reason of the person co-owning, having an interest in, or being 
 66.2   a member of the organization; or 
 66.3      (B) by the organization's organizational documents under a 
 66.4   provision of the organization's governing statute authorizing 
 66.5   those documents to make one or more specified persons liable for 
 66.6   all or specified debts, liabilities, and other obligations of 
 66.7   the organization solely by reason of the person or persons 
 66.8   co-owning, having an interest in, or being a member of the 
 66.9   organization. 
 66.10     (11) "Surviving organization" means an organization into 
 66.11  which one or more other organizations are merged.  A surviving 
 66.12  organization may preexist the merger or be created by the merger.
 66.13     Sec. 88.  [321.1102] [CONVERSION.] 
 66.14     (a) An organization other than a limited partnership may 
 66.15  convert to a limited partnership, and a limited partnership may 
 66.16  convert to another organization pursuant to this section and 
 66.17  sections 321.1103 through 321.1105 and a plan of conversion, if: 
 66.18     (1) the other organization's governing statute authorizes 
 66.19  the conversion; 
 66.20     (2) the conversion is not prohibited by the law of the 
 66.21  jurisdiction that enacted the governing statute; and 
 66.22     (3) the other organization complies with its governing 
 66.23  statute in effecting the conversion. 
 66.24     (b) A plan of conversion must be in a record and must 
 66.25  include: 
 66.26     (1) the name and form of the organization before 
 66.27  conversion; 
 66.28     (2) the name and form of the organization after conversion; 
 66.29  and 
 66.30     (3) the terms and conditions of the conversion, including 
 66.31  the manner and basis for converting interests in the converting 
 66.32  organization into any combination of money, interests in the 
 66.33  converted organization, and other consideration; and 
 66.34     (4) the organizational documents of the converted 
 66.35  organization. 
 66.36     Sec. 89.  [321.1103] [ACTION ON PLAN OF CONVERSION BY 
 67.1   CONVERTING LIMITED PARTNERSHIP.] 
 67.2      (a) Subject to section 321.1110, a plan of conversion must 
 67.3   be consented to by all the partners of a converting limited 
 67.4   partnership. 
 67.5      (b) Subject to section 321.1110 and any contractual rights, 
 67.6   after a conversion is approved, and at any time before a filing 
 67.7   is made under section 321.1104, a converting limited partnership 
 67.8   may amend the plan or abandon the planned conversion: 
 67.9      (1) as provided in the plan; and 
 67.10     (2) except as prohibited by the plan, by the same consent 
 67.11  as was required to approve the plan. 
 67.12     Sec. 90.  [321.1104] [FILINGS REQUIRED FOR CONVERSION; 
 67.13  EFFECTIVE DATE.] 
 67.14     (a) After a plan of conversion is approved: 
 67.15     (1) a converting limited partnership shall deliver to the 
 67.16  secretary of state for filing articles of conversion, which must 
 67.17  include: 
 67.18     (A) a statement that the limited partnership has been 
 67.19  converted into another organization; 
 67.20     (B) the name and form of the organization and the 
 67.21  jurisdiction of its governing statute; 
 67.22     (C) the date the conversion is effective under the 
 67.23  governing statute of the converted organization; 
 67.24     (D) a statement that the conversion was approved as 
 67.25  required by this chapter; 
 67.26     (E) a statement that the conversion was approved as 
 67.27  required by the governing statute of the converted organization; 
 67.28  and 
 67.29     (F) if the converted organization is a foreign organization 
 67.30  not authorized to transact business in this state, the street 
 67.31  and mailing address of an office which the secretary of state 
 67.32  may use for the purposes of section 321.1105(c); and 
 67.33     (2) if the converting organization is not a converting 
 67.34  limited partnership, the converting organization shall deliver 
 67.35  to the secretary of state for filing a certificate of limited 
 67.36  partnership, which must include, in addition to the information 
 68.1   required by section 321.201: 
 68.2      (A) a statement that the limited partnership was converted 
 68.3   from another organization; 
 68.4      (B) the name and form of the organization and the 
 68.5   jurisdiction of its governing statute; and 
 68.6      (C) a statement that the conversion was approved in a 
 68.7   manner that complied with the organization's governing statute. 
 68.8      (b) A conversion becomes effective: 
 68.9      (1) if the converted organization is a limited partnership, 
 68.10  when the certificate of limited partnership takes effect; and 
 68.11     (2) if the converted organization is not a limited 
 68.12  partnership, as provided by the governing statute of the 
 68.13  converted organization. 
 68.14     Sec. 91.  [321.1105] [EFFECT OF CONVERSION.] 
 68.15     (a) An organization that has been converted pursuant to 
 68.16  this article is for all purposes the same entity that existed 
 68.17  before the conversion. 
 68.18     (b) When a conversion takes effect: 
 68.19     (1) all property owned by the converting organization 
 68.20  remains vested in the converted organization; 
 68.21     (2) all debts, liabilities, and other obligations of the 
 68.22  converting organization continue as obligations of the converted 
 68.23  organization; 
 68.24     (3) an action or proceeding pending by or against the 
 68.25  converting organization may be continued as if the conversion 
 68.26  had not occurred; 
 68.27     (4) except as prohibited by other law, all of the rights, 
 68.28  privileges, immunities, powers, and purposes of the converting 
 68.29  organization remain vested in the converted organization; 
 68.30     (5) except as otherwise provided in the plan of conversion, 
 68.31  the terms and conditions of the plan of conversion take effect; 
 68.32  and 
 68.33     (6) except as otherwise agreed, the conversion does not 
 68.34  dissolve a converting limited partnership for the purposes of 
 68.35  article 8. 
 68.36     (c) A converted organization that is a foreign organization 
 69.1   consents to the jurisdiction of the courts of this state to 
 69.2   enforce any obligation owed by the converting limited 
 69.3   partnership, if before the conversion the converting limited 
 69.4   partnership was subject to suit in this state on the 
 69.5   obligation.  A converted organization that is a foreign 
 69.6   organization and not authorized to transact business in this 
 69.7   state appoints the secretary of state as its agent for service 
 69.8   of process for purposes of enforcing an obligation under this 
 69.9   subsection.  Service on the secretary of state under this 
 69.10  subsection is made in the same manner and with the same 
 69.11  consequences as in section 321.117(c) and (d). 
 69.12     Sec. 92.  [321.1106] [MERGER.] 
 69.13     (a) A limited partnership may merge with one or more other 
 69.14  constituent organizations pursuant to this section and sections 
 69.15  321.1107 through 321.1109 and a plan of merger, if: 
 69.16     (1) the governing statute of each of the other 
 69.17  organizations authorizes the merger; 
 69.18     (2) the merger is not prohibited by the law of a 
 69.19  jurisdiction that enacted any of those governing statutes; and 
 69.20     (3) each of the other organizations complies with its 
 69.21  governing statute in effecting the merger. 
 69.22     (b) A plan of merger must be in a record and must include: 
 69.23     (1) the name and form of each constituent organization; 
 69.24     (2) the name and form of the surviving organization and, if 
 69.25  the surviving organization is to be created by the merger, a 
 69.26  statement to that effect; 
 69.27     (3) the terms and conditions of the merger, including the 
 69.28  manner and basis for converting the interests in each 
 69.29  constituent organization into any combination of money, 
 69.30  interests in the surviving organization, and other 
 69.31  consideration; 
 69.32     (4) if the surviving organization is to be created by the 
 69.33  merger, the surviving organizations organizational documents; 
 69.34  and 
 69.35     (5) if the surviving organization is not to be created by 
 69.36  the merger, any amendments to be made by the merger to the 
 70.1   surviving organization's organizational documents. 
 70.2      Sec. 93.  [321.1107] [ACTION ON PLAN OF MERGER BY 
 70.3   CONSTITUENT LIMITED PARTNERSHIP.] 
 70.4      (a) Subject to section 321.1110, a plan of merger must be 
 70.5   consented to by all the partners of a constituent limited 
 70.6   partnership. 
 70.7      (b) Subject to section 321.1110 and any contractual rights, 
 70.8   after a merger is approved, and at any time before a filing is 
 70.9   made under section 321.1108, a constituent limited partnership 
 70.10  may amend the plan or abandon the planned merger: 
 70.11     (1) as provided in the plan; and 
 70.12     (2) except as prohibited by the plan, with the same consent 
 70.13  as was required to approve the plan. 
 70.14     Sec. 94.  [321.1108] [FILINGS REQUIRED FOR MERGER; 
 70.15  EFFECTIVE DATE.] 
 70.16     (a) After each constituent organization has approved a 
 70.17  merger, articles of merger must be signed on behalf of: 
 70.18     (1) each preexisting constituent limited partnership, by 
 70.19  each general partner listed in the certificate of limited 
 70.20  partnership; and 
 70.21     (2) each other preexisting constituent organization, by an 
 70.22  authorized representative. 
 70.23     (b) The articles of merger must include: 
 70.24     (1) the name and form of each constituent organization and 
 70.25  the jurisdiction of its governing statute; 
 70.26     (2) the name and form of the surviving organization, the 
 70.27  jurisdiction of its governing statute, and, if the surviving 
 70.28  organization is created by the merger, a statement to that 
 70.29  effect; 
 70.30     (3) the date the merger is effective under the governing 
 70.31  statute of the surviving organization; 
 70.32     (4) if the surviving organization is to be created by the 
 70.33  merger: 
 70.34     (A) if it will be a limited partnership, the limited 
 70.35  partnership's certificate of limited partnership; or 
 70.36     (B) if it will be an organization other than a limited 
 71.1   partnership, the organizational document that creates the 
 71.2   organization; 
 71.3      (5) if the surviving organization preexists the merger, any 
 71.4   amendments provided for in the plan of merger for the 
 71.5   organizational document that created the organization; 
 71.6      (6) a statement as to each constituent organization that 
 71.7   the merger was approved as required by the organization's 
 71.8   governing statute; 
 71.9      (7) if the surviving organization is a foreign organization 
 71.10  not authorized to transact business in this state, the street 
 71.11  and mailing address of an office which the secretary of state 
 71.12  may use for the purposes of section 321.1109(b); and 
 71.13     (8) any additional information required by the governing 
 71.14  statute of any constituent organization. 
 71.15     (c) Each constituent limited partnership shall deliver the 
 71.16  articles of merger for filing in the office of the secretary of 
 71.17  state. 
 71.18     (d) A merger becomes effective under this article: 
 71.19     (1) if the surviving organization is a limited partnership, 
 71.20  upon the later of: 
 71.21     (i) compliance with subsection (c); or 
 71.22     (ii) subject to section 321.206(c), as specified in the 
 71.23  articles of merger; or 
 71.24     (2) if the surviving organization is not a limited 
 71.25  partnership, as provided by the governing statute of the 
 71.26  surviving organization. 
 71.27     Sec. 95.  [321.1109] [EFFECT OF MERGER.] 
 71.28     (a) When a merger becomes effective: 
 71.29     (1) the surviving organization continues or comes into 
 71.30  existence; 
 71.31     (2) each constituent organization that merges into the 
 71.32  surviving organization ceases to exist as a separate entity; 
 71.33     (3) all property owned by each constituent organization 
 71.34  that ceases to exist vest in the surviving organization; 
 71.35     (4) all debts, liabilities, and other obligations of each 
 71.36  constituent organization that ceases to exist continue as 
 72.1   obligations of the surviving organization; 
 72.2      (5) an action or proceeding pending by or against any 
 72.3   constituent organization that ceases to exist may be continued 
 72.4   as if the merger had not occurred; 
 72.5      (6) except as prohibited by other law, all of the rights, 
 72.6   privileges, immunities, powers, and purposes of each constituent 
 72.7   organization that ceases to exist vest in the surviving 
 72.8   organization; 
 72.9      (7) except as otherwise provided in the plan of merger, the 
 72.10  terms and conditions of the plan of merger take effect; and 
 72.11     (8) except as otherwise agreed, if a constituent limited 
 72.12  partnership ceases to exist, the merger does not dissolve the 
 72.13  limited partnership for the purposes of article 8; 
 72.14     (9) if the surviving organization is created by the merger: 
 72.15     (A) if it is a limited partnership, the certificate of 
 72.16  limited partnership becomes effective; or 
 72.17     (B) if it is an organization other than a limited 
 72.18  partnership, the organizational document that creates the 
 72.19  organization becomes effective; and 
 72.20     (10) if the surviving organization preexists the merger, 
 72.21  any amendments provided for in the articles of merger for the 
 72.22  organizational document that created the organization become 
 72.23  effective. 
 72.24     (b) A surviving organization that is a foreign organization 
 72.25  consents to the jurisdiction of the courts of this state to 
 72.26  enforce any obligation owed by a constituent organization, if 
 72.27  before the merger the constituent organization was subject to 
 72.28  suit in this state on the obligation.  A surviving organization 
 72.29  that is a foreign organization and not authorized to transact 
 72.30  business in this state appoints the secretary of state as its 
 72.31  agent for service of process for the purposes of enforcing an 
 72.32  obligation under this subsection.  Service on the secretary of 
 72.33  state under this subsection is made in the same manner and with 
 72.34  the same consequences as in section 321.117(c) and (d). 
 72.35     Sec. 96.  [321.1110] [RESTRICTIONS ON APPROVAL OF 
 72.36  CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.] 
 73.1      (a) If a partner of a converting or constituent limited 
 73.2   partnership will have personal liability with respect to a 
 73.3   converted or surviving organization, approval and amendment of a 
 73.4   plan of conversion or merger are ineffective without the consent 
 73.5   of the partner, unless: 
 73.6      (1) the limited partnership's partnership agreement 
 73.7   provides for the approval of the conversion or merger with the 
 73.8   consent of fewer than all the partners; and 
 73.9      (2) the partner has consented to the provision of the 
 73.10  partnership agreement. 
 73.11     (b) An amendment to a certificate of limited partnership 
 73.12  which deletes a statement that the limited partnership is a 
 73.13  limited liability limited partnership is ineffective without the 
 73.14  consent of each general partner unless: 
 73.15     (1) the limited partnership's partnership agreement 
 73.16  provides for the amendment with the consent of less than all the 
 73.17  general partners; and 
 73.18     (2) each general partner that does not consent to the 
 73.19  amendment has consented to the provision of the partnership 
 73.20  agreement. 
 73.21     (c) A partner does not give the consent required by 
 73.22  subsection (a) or (b) merely by consenting to a provision of the 
 73.23  partnership agreement which permits the partnership agreement to 
 73.24  be amended with the consent of fewer than all the partners. 
 73.25     Sec. 97.  [321.1111] [LIABILITY OF GENERAL PARTNER AFTER 
 73.26  CONVERSION OR MERGER.] 
 73.27     (a) A conversion or merger under this article does not 
 73.28  discharge any liability under sections 321.404 and 321.607 of a 
 73.29  person that was a general partner in or dissociated as a general 
 73.30  partner from a converting or constituent limited partnership, 
 73.31  but: 
 73.32     (1) the provisions of this chapter pertaining to the 
 73.33  collection or discharge of the liability continue to apply to 
 73.34  the liability; 
 73.35     (2) for the purposes of applying those provisions, the 
 73.36  converted or surviving organization is deemed to be the 
 74.1   converting or constituent limited partnership; and 
 74.2      (3) if a person is required to pay any amount under this 
 74.3   subsection: 
 74.4      (A) the person has a right of contribution from each other 
 74.5   person that was liable as a general partner under section 
 74.6   321.404 when the obligation was incurred and has not been 
 74.7   released from the obligation under section 321.607; and 
 74.8      (B) the contribution due from each of those persons is in 
 74.9   proportion to the right to receive distributions in the capacity 
 74.10  of general partner in effect for each of those persons when the 
 74.11  obligation was incurred. 
 74.12     (b) In addition to any other liability provided by law: 
 74.13     (1) a person that immediately before a conversion or merger 
 74.14  became effective was a general partner in a converting or 
 74.15  constituent limited partnership that was not a limited liability 
 74.16  limited partnership is personally liable for each obligation of 
 74.17  the converted or surviving organization arising from a 
 74.18  transaction with a third party after the conversion or merger 
 74.19  becomes effective, if, at the time the third party enters into 
 74.20  the transaction, the third party: 
 74.21     (A) does not have notice of the conversion or merger; and 
 74.22     (B) reasonably believes that: 
 74.23     (i) the converted or surviving business is the converting 
 74.24  or constituent limited partnership; 
 74.25     (ii) the converting or constituent limited partnership is 
 74.26  not a limited liability limited partnership; and 
 74.27     (iii) the person is a general partner in the converting or 
 74.28  constituent limited partnership; and 
 74.29     (2) a person that was dissociated as a general partner from 
 74.30  a converting or constituent limited partnership before the 
 74.31  conversion or merger became effective is personally liable for 
 74.32  each obligation of the converted or surviving organization 
 74.33  arising from a transaction with a third party after the 
 74.34  conversion or merger becomes effective, if: 
 74.35     (A) immediately before the conversion or merger became 
 74.36  effective the converting or surviving limited partnership was 
 75.1   not a limited liability limited partnership; and 
 75.2      (B) at the time the third party enters into the transaction 
 75.3   less than two years have passed since the person dissociated as 
 75.4   a general partner and the third party: 
 75.5      (i) does not have notice of the dissociation; 
 75.6      (ii) does not have notice of the conversion or merger; and 
 75.7      (iii) reasonably believes that the converted or surviving 
 75.8   organization is the converting or constituent limited 
 75.9   partnership, the converting or constituent limited partnership 
 75.10  is not a limited liability limited partnership, and the person 
 75.11  is a general partner in the converting or constituent limited 
 75.12  partnership. 
 75.13     Sec. 98.  [321.1112] [POWER OF GENERAL PARTNERS AND PERSONS 
 75.14  DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER 
 75.15  CONVERSION OR MERGER.] 
 75.16     (a) An act of a person that immediately before a conversion 
 75.17  or merger became effective was a general partner in a converting 
 75.18  or constituent limited partnership binds the converted or 
 75.19  surviving organization after the conversion or merger becomes 
 75.20  effective, if: 
 75.21     (1) before the conversion or merger became effective, the 
 75.22  act would have bound the converting or constituent limited 
 75.23  partnership under section 321.402; and 
 75.24     (2) at the time the third party enters into the 
 75.25  transaction, the third party: 
 75.26     (A) does not have notice of the conversion or merger; and 
 75.27     (B) reasonably believes that the converted or surviving 
 75.28  business is the converting or constituent limited partnership 
 75.29  and that the person is a general partner in the converting or 
 75.30  constituent limited partnership. 
 75.31     (b) An act of a person that before a conversion or merger 
 75.32  became effective was dissociated as a general partner from a 
 75.33  converting or constituent limited partnership binds the 
 75.34  converted or surviving organization after the conversion or 
 75.35  merger becomes effective, if: 
 75.36     (1) before the conversion or merger became effective, the 
 76.1   act would have bound the converting or constituent limited 
 76.2   partnership under section 321.402 if the person had been a 
 76.3   general partner; and 
 76.4      (2) at the time the third party enters into the 
 76.5   transaction, less than two years have passed since the person 
 76.6   dissociated as a general partner and the third party: 
 76.7      (A) does not have notice of the dissociation; 
 76.8      (B) does not have notice of the conversion or merger; and 
 76.9      (C) reasonably believes that the converted or surviving 
 76.10  organization is the converting or constituent limited 
 76.11  partnership and that the person is a general partner in the 
 76.12  converting or constituent limited partnership. 
 76.13     (c) If a person having knowledge of the conversion or 
 76.14  merger causes a converted or surviving organization to incur an 
 76.15  obligation under subsection (a) or (b), the person is liable: 
 76.16     (1) to the converted or surviving organization for any 
 76.17  damage caused to the organization arising from the obligation; 
 76.18  and 
 76.19     (2) if another person is liable for the obligation, to that 
 76.20  other person for any damage caused to that other person arising 
 76.21  from the liability. 
 76.22     Sec. 99.  [321.1113] [CHAPTER NOT EXCLUSIVE.] 
 76.23     This chapter does not preclude an entity from being 
 76.24  converted or merged under other law. 
 76.25     Sec. 100.  [321.1114] [CONFLICT RELATING TO MERGER OR 
 76.26  CONVERSION.] 
 76.27     If a partnership governed by chapter 323A participates in a 
 76.28  merger or conversion under chapter 321, then in the event of any 
 76.29  conflict between the provisions of chapter 323A and chapter 321 
 76.30  relating to the merger or conversion, the provisions of chapter 
 76.31  321 control chapter 321.  
 76.32                             ARTICLE 12 
 76.33                      MISCELLANEOUS PROVISIONS 
 76.34     Sec. 101.  [321.1201] [UNIFORMITY OF APPLICATION AND 
 76.35  CONSTRUCTION.] 
 76.36     In applying and construing this chapter, consideration must 
 77.1   be given to the need to promote uniformity of the law with 
 77.2   respect to its subject matter among states that enact it. 
 77.3      Sec. 102.  [321.1202] [SEVERABILITY CLAUSE.] 
 77.4      If any provision of this chapter or its application to any 
 77.5   person or circumstance is held invalid, the invalidity does not 
 77.6   affect other provisions or applications of this chapter which 
 77.7   can be given effect without the invalid provision or 
 77.8   application, and to this end the provisions of this chapter are 
 77.9   severable. 
 77.10     Sec. 103.  [321.1203] [RELATION TO ELECTRONIC SIGNATURES IN 
 77.11  GLOBAL AND NATIONAL COMMERCE ACT.] 
 77.12     This chapter modifies, limits, or supersedes the federal 
 77.13  Electronic Signatures in Global and National Commerce Act, 15 
 77.14  U.S.C. Section 7001 et seq., but this chapter does not modify, 
 77.15  limit, or supersede Section 101(c) of that Act or authorize 
 77.16  electronic delivery of any of the notices described in Section 
 77.17  103(b) of that Act. 
 77.18     Sec. 104.  [321.1206] [APPLICATION TO EXISTING 
 77.19  RELATIONSHIPS.] 
 77.20     (a) Beginning January 1, 2005, no person may use chapter 
 77.21  322A to form an entity. 
 77.22     (b) Before January 1, 2007, this chapter governs only: 
 77.23     (1) a limited partnership formed on or after January 1, 
 77.24  2005; and 
 77.25     (2) except as otherwise provided in subsection (d): 
 77.26     (i) a limited partnership formed under chapter 322A which 
 77.27  elects, in the manner provided in its partnership agreement or 
 77.28  by law for amending the partnership agreement, to be subject to 
 77.29  this chapter; and 
 77.30     (ii) a limited partnership formed under chapter 322, if the 
 77.31  limited partnership elects pursuant to subsection (f) to be 
 77.32  subject to this chapter. 
 77.33     (c) Except as otherwise provided in subsection (d), on and 
 77.34  after January 1, 2007, this chapter governs: 
 77.35     (1) any limited partnership formed under chapter 322A which 
 77.36  has not previously elected to be governed by this chapter and is 
 78.1   still in existence on January 1, 2007; and 
 78.2      (2) all limited partnerships, including each limited 
 78.3   partnership formed under chapter 322A which has previously 
 78.4   elected to become governed by this chapter and each limited 
 78.5   partnership formed under chapter 322 which has elected, 
 78.6   previously or otherwise, to be governed by this chapter. 
 78.7      (d) With respect to a limited partnership formed before 
 78.8   January 1, 2005, the following rules apply except as the 
 78.9   partners otherwise elect in the manner provided in the 
 78.10  partnership agreement or by law for amending the partnership 
 78.11  agreement: 
 78.12     (1) section 321.104(c) does not apply and the limited 
 78.13  partnership has whatever duration it had under the law 
 78.14  applicable immediately before the limited partnership became 
 78.15  subject to this chapter; 
 78.16     (2) the limited partnership is not required to amend its 
 78.17  certificate of limited partnership to comply with section 
 78.18  321.201(a)(4); 
 78.19     (3) sections 321.601 and 321.602 do not apply and a limited 
 78.20  partner has the same right and power to dissociate from the 
 78.21  limited partnership, with the same consequences, as existed 
 78.22  immediately before the limited partnership became subject to 
 78.23  this chapter; 
 78.24     (4) section 321.603(4) does not apply; 
 78.25     (5) section 321.603(5) does not apply and a court has the 
 78.26  same power to expel a general partner as the court had 
 78.27  immediately before the limited partnership became subject to 
 78.28  this chapter; and 
 78.29     (6) section 321.801(3) does not apply and the connection 
 78.30  between a person's dissociation as a general partner and the 
 78.31  dissolution of the limited partnership is the same as existed 
 78.32  immediately before the limited partnership became subject to 
 78.33  this chapter; 
 78.34     (e) If subsection (c) causes a limited partnership that is 
 78.35  a limited liability limited partnership under section 322A.88 to 
 78.36  become subject to this chapter: 
 79.1      (1) if immediately before the limited partnership that is a 
 79.2   limited liability limited partnership under section 322A.88 
 79.3   became subject to this chapter its name complied with section 
 79.4   322A.02, the limited partnership may maintain its name even if 
 79.5   the name does not comply with section 321.108(c); and 
 79.6      (2) the statement of qualification of the limited 
 79.7   partnership that is a limited liability limited partnership 
 79.8   under section 322A.88, on file with the secretary of state 
 79.9   pursuant to section 322A.88(a)(2), is deemed to amend the 
 79.10  limited partnership's certificate of limited partnership to 
 79.11  state that the limited partnership is a limited liability 
 79.12  limited partnership. 
 79.13     (f) On or after January 1, 2005, a limited partnership 
 79.14  formed under chapter 322 may become subject to this chapter if: 
 79.15     (1) it elects, in the manner provided in its partnership 
 79.16  agreement or by law for amending the partnership agreement, to 
 79.17  be subject to this chapter; 
 79.18     (2) neither its certificate of limited partnership nor its 
 79.19  partnership agreement prohibit the election; 
 79.20     (3) its certificate of limited partnership, on file with 
 79.21  the county recorder, is amended to state the election and, as 
 79.22  may be necessary, to comply with this chapter; and 
 79.23     (4) a certified copy of the amended certificate of limited 
 79.24  partnership, and of all other limited partnership documents 
 79.25  previously filed with the county recorder, is filed with the 
 79.26  secretary of state.  
 79.27     Sec. 105.  [321.1207] [SAVINGS CLAUSE.] 
 79.28     This chapter does not affect an action commenced, 
 79.29  proceeding brought, or right accrued before this chapter takes 
 79.30  effect. 
 79.31     Sec. 106.  [321.1208] [EFFECT OF DESIGNATION.] 
 79.32     Except as otherwise provided in this chapter, a limited 
 79.33  partnership remains the same entity for purposes of holding 
 79.34  title to or conveying an interest in real or personal property 
 79.35  and for all other purposes: 
 79.36     (1) during the winding up of the limited partnership 
 80.1   following its dissolution; 
 80.2      (2) whether the certificate of limited partnership of a 
 80.3   limited partnership is amended to add or delete a statement that 
 80.4   the limited partnership is a limited liability limited 
 80.5   partnership pursuant to section 406(b)(2); and 
 80.6      (3) regardless of whether the words "limited partnership," 
 80.7   "limited liability limited partnership," or the designation "LP,"
 80.8   "L.P.," "LLLP," or "L.L.L.P." are used in an instrument 
 80.9   conveying an interest in real or personal property to or from 
 80.10  the limited partnership or in any other writing. 
 80.11     Sec. 107.  [REPEALER.] 
 80.12     Minnesota Statutes 2002, sections 322A.01; 322A.02; 
 80.13  322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 
 80.14  322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 
 80.15  322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 
 80.16  322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 
 80.17  322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 
 80.18  322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 
 80.19  322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 
 80.20  322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 322A.80; 
 80.21  322A.81; 322A.82; 322A.85; 322A.86; 322A.87; and 322A.88, are 
 80.22  repealed effective January 1, 2007. 
 80.23     Sec. 108.  [EFFECTIVE DATE.] 
 80.24     This act is effective January 1, 2005. 
 80.25                             ARTICLE 13 
 80.26                         CONFORMING CHANGES 
 80.27     Sec. 109.  Minnesota Statutes 2002, section 5.25, 
 80.28  subdivision 1, is amended to read: 
 80.29     Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
 80.30  demand required or permitted by law to be served upon an entity 
 80.31  governed by chapter 221, 302A, 303, 317A, 321, 322A, 322B, 323, 
 80.32  330, 540, or 543 may be served on:  (1) the registered agent, if 
 80.33  any; (2) if no agent has been appointed then on an officer, 
 80.34  manager, or general partner of the entity; or (3) if no agent, 
 80.35  officer, manager, or general partner can be found at the address 
 80.36  on file with the secretary of state, the secretary of state as 
 81.1   provided in this section. 
 81.2      Sec. 110.  Minnesota Statutes 2002, section 302A.115, 
 81.3   subdivision 1, is amended to read: 
 81.4      Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
 81.5   name:  
 81.6      (a) Shall be in the English language or in any other 
 81.7   language expressed in English letters or characters; 
 81.8      (b) Shall contain the word "corporation," "incorporated," 
 81.9   or "limited," or shall contain an abbreviation of one or more of 
 81.10  these words, or the word "company" or the abbreviation "Co." if 
 81.11  that word or abbreviation is not immediately preceded by the 
 81.12  word "and" or the character "&"; 
 81.13     (c) Shall not contain a word or phrase that indicates or 
 81.14  implies that it is incorporated for a purpose other than a legal 
 81.15  business purpose; 
 81.16     (d) Shall be distinguishable upon the records in the office 
 81.17  of the secretary of state from the name of each domestic 
 81.18  corporation, limited partnership, limited liability partnership, 
 81.19  and limited liability company, whether profit or nonprofit, and 
 81.20  each foreign corporation, limited partnership, limited liability 
 81.21  partnership, and limited liability company authorized or 
 81.22  registered to do business in this state, whether profit or 
 81.23  nonprofit, and each name the right to which is, at the time of 
 81.24  incorporation, reserved as provided for in sections 302A.117, 
 81.25  322A.03 321.109, 322B.125, or 333.001 to 333.54, unless there is 
 81.26  filed with the articles one of the following:  
 81.27     (1) The written consent of the domestic corporation, 
 81.28  limited partnership, limited liability partnership, or limited 
 81.29  liability company, or the foreign corporation, limited 
 81.30  partnership, limited liability partnership, or limited liability 
 81.31  company authorized or registered to do business in this state or 
 81.32  the holder of a reserved name or a name filed by or registered 
 81.33  with the secretary of state under sections 333.001 to 333.54 
 81.34  having a name that is not distinguishable; 
 81.35     (2) A certified copy of a final decree of a court in this 
 81.36  state establishing the prior right of the applicant to the use 
 82.1   of the name in this state; or 
 82.2      (3) The applicant's affidavit that the corporation, limited 
 82.3   partnership, or limited liability company with the name that is 
 82.4   not distinguishable has been incorporated or on file in this 
 82.5   state for at least three years prior to the affidavit, if it is 
 82.6   a domestic corporation, limited partnership, or limited 
 82.7   liability company, or has been authorized or registered to do 
 82.8   business in this state for at least three years prior to the 
 82.9   affidavit, if it is a foreign corporation, limited partnership, 
 82.10  or limited liability company, or that the holder of a name filed 
 82.11  or registered with the secretary of state under sections 333.001 
 82.12  to 333.54 filed or registered that name at least three years 
 82.13  prior to the affidavit; that the corporation, limited 
 82.14  partnership, or limited liability company or holder has not 
 82.15  during the three-year period before the affidavit filed any 
 82.16  document with the secretary of state; that the applicant has 
 82.17  mailed written notice to the corporation, limited partnership, 
 82.18  or limited liability company or the holder of a name filed or 
 82.19  registered with the secretary of state under sections 333.001 to 
 82.20  333.54 by certified mail, return receipt requested, properly 
 82.21  addressed to the registered office of the corporation or limited 
 82.22  liability company or in care of the agent of the limited 
 82.23  partnership, or the address of the holder of a name filed or 
 82.24  registered with the secretary of state under sections 333.001 to 
 82.25  333.54, shown in the records of the secretary of state, stating 
 82.26  that the applicant intends to use a name that is not 
 82.27  distinguishable and the notice has been returned to the 
 82.28  applicant as undeliverable to the addressee corporation, limited 
 82.29  partnership, limited liability company, or holder of a name 
 82.30  filed or registered with the secretary of state under sections 
 82.31  333.001 to 333.54; that the applicant, after diligent inquiry, 
 82.32  has been unable to find any telephone listing for the 
 82.33  corporation, limited partnership, or limited liability company 
 82.34  with the name that is not distinguishable in the county in which 
 82.35  is located the registered office of the corporation, limited 
 82.36  partnership, or limited liability company shown in the records 
 83.1   of the secretary of state or has been unable to find any 
 83.2   telephone listing for the holder of a name filed or registered 
 83.3   with the secretary of state under sections 333.001 to 333.54 in 
 83.4   the county in which is located the address of the holder shown 
 83.5   in the records of the secretary of state; and that the applicant 
 83.6   has no knowledge that the corporation, limited partnership, 
 83.7   limited liability company, or holder of a name filed or 
 83.8   registered with the secretary of state under sections 333.001 to 
 83.9   333.54 is currently engaged in business in this state.  
 83.10     Sec. 111.  Minnesota Statutes 2002, section 308A.121, 
 83.11  subdivision 1, is amended to read: 
 83.12     Subdivision 1.  [NAME.] The name of a cooperative must 
 83.13  distinguish the cooperative upon the records in the Office of 
 83.14  the Secretary of State from the name of a domestic corporation, 
 83.15  whether profit or nonprofit, or a limited partnership, or a 
 83.16  foreign corporation or a limited partnership authorized or 
 83.17  registered to do business in this state, whether profit or 
 83.18  nonprofit, a limited liability company, whether domestic or 
 83.19  foreign, a limited liability partnership, whether domestic or 
 83.20  foreign, or a name the right to which is, at the time of 
 83.21  incorporation, reserved or provided for in sections 302A.117, 
 83.22  317A.117, 322A.03 321.109, 322B.125, or 333.001 to 333.54. 
 83.23     Sec. 112.  Minnesota Statutes 2002, section 317A.115, 
 83.24  subdivision 2, is amended to read: 
 83.25     Subd. 2.  [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 
 83.26  name must be distinguishable upon the records in the Office of 
 83.27  the Secretary of State from the name of a domestic corporation 
 83.28  or limited partnership, a foreign corporation or limited 
 83.29  partnership authorized or registered to do business in this 
 83.30  state, whether profit or nonprofit, a limited liability company, 
 83.31  whether domestic or foreign, a limited liability partnership, 
 83.32  whether domestic or foreign, or a name the right to which is, at 
 83.33  the time of incorporation, reserved, registered, or provided for 
 83.34  in section 317A.117, 302A.117, 322A.03 321.109, 322B.125, or 
 83.35  sections 333.001 to 333.54, unless one of the following is filed 
 83.36  with the articles:  
 84.1      (1) the written consent of the organization having the name 
 84.2   that is not distinguishable; 
 84.3      (2) a certified copy of a final decree of a court in this 
 84.4   state establishing the prior right of the applicant to use its 
 84.5   corporate name in this state; or 
 84.6      (3) an affidavit of nonuse of the kind required by section 
 84.7   302A.115, subdivision 1, paragraph (d), clause (3). 
 84.8      (b) The secretary of state shall determine whether a name 
 84.9   is distinguishable from another name for purposes of this 
 84.10  section and section 317A.117. 
 84.11     (c) This subdivision does not affect the right of a 
 84.12  corporation existing on January 1, 1991, or a foreign 
 84.13  corporation authorized to do business in this state on that 
 84.14  date, to use its corporate name. 
 84.15     Sec. 113.  Minnesota Statutes 2002, section 322B.12, 
 84.16  subdivision 1, is amended to read: 
 84.17     Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
 84.18  limited liability company name must: 
 84.19     (1) be in the English language or in any other language 
 84.20  expressed in English letters or characters; 
 84.21     (2) contain the words "limited liability company," or must 
 84.22  contain the abbreviation "LLC" or, in the case of an 
 84.23  organization formed pursuant to chapter 319B, must meet the 
 84.24  requirements of section 319B.05 applicable to a limited 
 84.25  liability company; 
 84.26     (3) not contain the word corporation or incorporated and 
 84.27  must not contain the abbreviation of either or both of these 
 84.28  words; 
 84.29     (4) not contain a word or phrase that indicates or implies 
 84.30  that it is organized for a purpose other than a legal business 
 84.31  purpose; and 
 84.32     (5) be distinguishable upon the records in the Office of 
 84.33  the Secretary of State from the name of each domestic limited 
 84.34  liability company, limited liability partnership, corporation, 
 84.35  and limited partnership, whether profit or nonprofit, and each 
 84.36  foreign limited liability company, limited liability 
 85.1   partnership, corporation, and limited partnership authorized or 
 85.2   registered to do business in this state, whether profit or 
 85.3   nonprofit, and each name the right to which is, at the time of 
 85.4   organization, reserved as provided for in sections 302A.117, 
 85.5   317A.117, 322A.03 321.109, 322B.125, or 333.001 to 333.54, 
 85.6   unless there is filed with the articles of organization one of 
 85.7   the following: 
 85.8      (i) the written consent of the domestic limited liability 
 85.9   company, limited liability partnership, corporation, or limited 
 85.10  partnership or the foreign limited liability company, limited 
 85.11  liability partnership, corporation, or limited partnership 
 85.12  authorized or registered to do business in this state or the 
 85.13  holder of a reserved name or a name filed by or registered with 
 85.14  the secretary of state under sections 333.001 to 333.54 having a 
 85.15  name that is not distinguishable; 
 85.16     (ii) a certified copy of a final decree of a court in this 
 85.17  state establishing the prior right of the applicant to the use 
 85.18  of the name in this state; or 
 85.19     (iii) the applicant's affidavit that the limited liability 
 85.20  company, corporation, or limited partnership with the name that 
 85.21  is not distinguishable has been organized, incorporated, or on 
 85.22  file in this state for at least three years prior to the 
 85.23  affidavit, if it is a domestic limited liability company, 
 85.24  corporation, or limited partnership, or has been authorized or 
 85.25  registered to do business in this state for at least three years 
 85.26  prior to the affidavit, if it is a foreign limited liability 
 85.27  company, corporation, or limited partnership, or that the holder 
 85.28  of a name filed or registered with the secretary of state under 
 85.29  sections 333.001 to 333.54 filed or registered that name at 
 85.30  least three years prior to the affidavit, that the limited 
 85.31  liability company, corporation, or limited partnership or holder 
 85.32  has not during the three-year period before the affidavit filed 
 85.33  any document with the secretary of state; that the applicant has 
 85.34  mailed written notice to the limited liability company, 
 85.35  corporation, or limited partnership or the holder of a name 
 85.36  filed or registered with the secretary of state under sections 
 86.1   333.001 to 333.54 by certified mail, return receipt requested, 
 86.2   properly addressed to the registered office of the limited 
 86.3   liability company or corporation or in care of the agent of the 
 86.4   limited partnership, or the address of the holder of a name 
 86.5   filed or registered with the secretary of state under sections 
 86.6   333.001 to 333.54, shown in the records of the secretary of 
 86.7   state, stating that the applicant intends to use a name that is 
 86.8   not distinguishable and the notice has been returned to the 
 86.9   applicant as undeliverable to the addressee limited liability 
 86.10  company, corporation, or limited partnership or holder of a name 
 86.11  filed or registered with the secretary of state under sections 
 86.12  333.001 to 333.54; that the applicant, after diligent inquiry, 
 86.13  has been unable to find any telephone listing for the limited 
 86.14  liability company, corporation, or limited partnership with the 
 86.15  name that is not distinguishable in the county in which is 
 86.16  located the registered office of the limited liability company, 
 86.17  corporation, or limited partnership shown in the records of the 
 86.18  secretary of state or has been unable to find any telephone 
 86.19  listing for the holder of a name filed or registered with the 
 86.20  secretary of state under sections 333.001 to 333.54 in the 
 86.21  county in which is located the address of the holder shown in 
 86.22  the records of the secretary of state; and that the applicant 
 86.23  has no knowledge that the limited liability company, 
 86.24  corporation, or limited partnership or holder of a name filed or 
 86.25  registered with the secretary of state under sections 333.001 to 
 86.26  333.54 is currently engaged in business in this state. 
 86.27     Sec. 114.  Minnesota Statutes 2002, section 323A.1-01, is 
 86.28  amended to read: 
 86.29     323A.1-01 [DEFINITIONS.] 
 86.30     In this chapter:  
 86.31     (1) "Business" includes every trade, occupation, and 
 86.32  profession.  
 86.33     (2) "Debtor in bankruptcy" means a person who is the 
 86.34  subject of:  
 86.35     (i) an order for relief under Title 11 of the United States 
 86.36  Code or a comparable order under a successor statute of general 
 87.1   application; or 
 87.2      (ii) a comparable order under federal, state, or foreign 
 87.3   law governing insolvency.  
 87.4      (3) "Distribution" means a transfer of money or other 
 87.5   property from a partnership to a partner in the partner's 
 87.6   capacity as a partner or to the partner's transferee.  
 87.7      (4) "Executed" means signed. 
 87.8      (5) "Filed" or "filed with the secretary of state" means 
 87.9   that a document meeting the applicable requirements of this 
 87.10  chapter, signed, and accompanied by a filing fee of $135, has 
 87.11  been delivered to the secretary of state.  The secretary of 
 87.12  state shall endorse on the document the word "Filed" and the 
 87.13  month, day, and year of filing; record the document in the 
 87.14  office of the secretary of state; and return a document to the 
 87.15  person who delivered it for filing. 
 87.16     (6) "Foreign limited liability partnership" means a 
 87.17  partnership that: 
 87.18     (i) is formed under laws other than the laws of this state; 
 87.19  and 
 87.20     (ii) has the status of a limited liability partnership 
 87.21  under those laws. 
 87.22     (7) "Limited liability partnership" means a partnership 
 87.23  that has filed a statement of qualification under section 
 87.24  323A.10-01 and does not have a similar statement in effect in 
 87.25  any other jurisdiction. 
 87.26     (8) "Partnership" means an association of two or more 
 87.27  persons to carry on as co-owners a business for profit, 
 87.28  including a limited liability partnership, formed under section 
 87.29  323A.2-02, predecessor law, or comparable law of another 
 87.30  jurisdiction. 
 87.31     (9) "Partnership agreement" means the agreement, whether 
 87.32  written, oral, or implied, among the partners concerning the 
 87.33  partnership, including amendments to the partnership agreement.  
 87.34     (10) "Partnership at will" means a partnership in which the 
 87.35  partners have not agreed to remain partners until the expiration 
 87.36  of a definite term or the completion of a particular undertaking.
 88.1      (11) "Partnership interest" or "partner's interest in the 
 88.2   partnership" means all of a partner's interests in the 
 88.3   partnership, including the partner's transferable interest and 
 88.4   all management and other rights. 
 88.5      (12) "Person" means an individual, corporation, business 
 88.6   trust, estate, trust, partnership, association, joint venture, 
 88.7   government, governmental subdivision, agency, or 
 88.8   instrumentality, or any other legal or commercial entity.  
 88.9      (13) "Property" means all property, real, personal, or 
 88.10  mixed, tangible or intangible, or any interest in property.  
 88.11     (14) "Record," "recorded," and "recording" mean that a 
 88.12  certified copy of a statement meeting the applicable 
 88.13  requirements of this chapter as filed with the secretary of 
 88.14  state has been delivered to and filed in the office of the 
 88.15  county recorder or registrar of titles, whichever office 
 88.16  maintains the records for the real property affected by such 
 88.17  statement and, recorded in the Office of the County Recorder in 
 88.18  the county in which the real property affected by the statement 
 88.19  is located or, if the real property is registered land under 
 88.20  chapter 508 or 508A, that the statement is memorialized on the 
 88.21  certificate of title for the affected real that property. 
 88.22     (15) "Signed" means that: 
 88.23     (i) the signature of a person has been written on a 
 88.24  document, as provided in section 645.44, subdivision 14; and 
 88.25     (ii) with respect to a document that may be filed with the 
 88.26  secretary of state, the document has been signed by a person 
 88.27  authorized to do so by this chapter, by the partnership 
 88.28  agreement, or by a resolution approved as provided in the 
 88.29  partnership agreement. 
 88.30     A signature on a document may be a facsimile affixed, 
 88.31  engraved, printed, placed, stamped with indelible ink, 
 88.32  transmitted by facsimile or electronically, or in any other 
 88.33  manner reproduced on the document. 
 88.34     (16) "State" means a state of the United States, the 
 88.35  District of Columbia, the Commonwealth of Puerto Rico, or any 
 88.36  territory or insular possession subject to the jurisdiction of 
 89.1   the United States.  
 89.2      (17) "Statement" means a statement of partnership authority 
 89.3   under section 323A.3-03, a statement of denial under section 
 89.4   323A.3-04, a statement of dissociation under section 323A.7-04, 
 89.5   a statement of dissolution under section 323A.8-05, a statement 
 89.6   of merger under section 323A.9-07, a statement of qualification 
 89.7   under section 323A.10-01, a statement of foreign qualification 
 89.8   under section 323A.11-02, or an amendment or cancellation of any 
 89.9   of the foregoing.  
 89.10     (18) "Transfer" includes an assignment, conveyance, lease, 
 89.11  mortgage, deed, and encumbrance. 
 89.12                             ARTICLE 14 
 89.13                    OTHER BUSINESS ORGANIZATIONS 
 89.14     Section 1.  Minnesota Statutes 2002, section 302A.011, 
 89.15  subdivision 21, is amended to read: 
 89.16     Subd. 21.  [PARENT.] "Parent" of a specified corporation 
 89.17  means a corporation or a foreign corporation that directly, or 
 89.18  indirectly through related organizations, owns more than 50 
 89.19  percent of the voting power of the shares entitled to vote for 
 89.20  directors of the specified corporation.  
 89.21     Sec. 2.  Minnesota Statutes 2002, section 302A.011, 
 89.22  subdivision 31, is amended to read: 
 89.23     Subd. 31.  [SUBSIDIARY.] "Subsidiary" of a specified 
 89.24  corporation means a corporation or a foreign corporation having 
 89.25  more than 50 percent of the voting power of its shares entitled 
 89.26  to vote for directors owned directly, or indirectly through 
 89.27  related organizations, by the specified corporation. 
 89.28     Sec. 3.  Minnesota Statutes 2002, section 302A.011, 
 89.29  subdivision 49, is amended to read: 
 89.30     Subd. 49.  [INTERESTED SHAREHOLDER.] (a) "Interested 
 89.31  shareholder," when used in reference to any issuing public 
 89.32  corporation, means any person that is (1) the beneficial owner, 
 89.33  directly or indirectly, of ten percent or more of the voting 
 89.34  power of the outstanding shares entitled to vote of the issuing 
 89.35  public corporation or (2) an affiliate or associate of the 
 89.36  issuing public corporation and that, at any time within the 
 90.1   four-year period immediately before the date in question, was 
 90.2   the beneficial owner, directly or indirectly, of ten percent or 
 90.3   more of the voting power of the then outstanding shares entitled 
 90.4   to vote of the issuing public corporation.  Notwithstanding 
 90.5   anything stated in this subdivision, 
 90.6      (b) If a person who has not been a beneficial owner of ten 
 90.7   percent or more of the voting power of the outstanding shares 
 90.8   entitled to vote of the issuing public corporation immediately 
 90.9   prior to a repurchase of shares by, or recapitalization of, the 
 90.10  issuing public corporation or similar action shall become a 
 90.11  beneficial owner of ten percent or more of the voting power 
 90.12  solely as a result of the share repurchase, recapitalization, or 
 90.13  similar action, the person shall not be deemed to be the 
 90.14  beneficial owner of ten percent or more of the voting power for 
 90.15  purposes of paragraph (a), clause (1) or (2), unless: 
 90.16     (i) (1) the repurchase, recapitalization, conversion, or 
 90.17  similar action was proposed by or on behalf of, or pursuant to 
 90.18  any agreement, arrangement, relationship, understanding, or 
 90.19  otherwise (whether or not in writing) with, the person or any 
 90.20  affiliate or associate of the person; or 
 90.21     (ii) (2) the person thereafter acquires beneficial 
 90.22  ownership, directly or indirectly, of outstanding shares 
 90.23  entitled to vote of the issuing public corporation and, 
 90.24  immediately after the acquisition, is the beneficial owner, 
 90.25  directly or indirectly, of ten percent or more of the voting 
 90.26  power of the outstanding shares entitled to vote of the issuing 
 90.27  public corporation.  
 90.28     (b) (c) Interested shareholder does not include: 
 90.29     (1) the issuing public corporation or any of its 
 90.30  subsidiaries; or 
 90.31     (2) a savings, employee stock ownership, or other employee 
 90.32  benefit plan of the issuing public corporation or its 
 90.33  subsidiary, or a fiduciary of the plan when acting in a 
 90.34  fiduciary capacity pursuant to the plan.; or 
 90.35     (3) a licensed broker/dealer or licensed underwriter who: 
 90.36     (i) purchases shares of an issuing public corporation 
 91.1   solely for purposes of resale to the public; and 
 91.2      (ii) is not acting in concert with an interested 
 91.3   shareholder. 
 91.4      (d) For purposes of this subdivision, shares beneficially 
 91.5   owned by a plan described in paragraph (c), clause (2), or by a 
 91.6   fiduciary of a plan described in paragraph (c), clause (2), 
 91.7   pursuant to the plan, are not deemed to be beneficially owned by 
 91.8   a person who is a fiduciary of the plan. 
 91.9      Sec. 4.  Minnesota Statutes 2002, section 302A.011, 
 91.10  subdivision 51, is amended to read: 
 91.11     Subd. 51.  [SHARE ACQUISITION DATE.] "Share acquisition 
 91.12  date," with respect to any person and any issuing public 
 91.13  corporation, means the date that the person first becomes an 
 91.14  interested shareholder of the issuing public corporation; 
 91.15  provided, however, that in the event.  Notwithstanding the 
 91.16  foregoing provisions of this subdivision: 
 91.17     (a) if a person becomes, on one or more dates, an 
 91.18  interested shareholder of the issuing public corporation, but 
 91.19  thereafter ceases to be an interested shareholder of the issuing 
 91.20  public corporation, and subsequently again becomes an interested 
 91.21  shareholder, "share acquisition date," with respect to that 
 91.22  person means the date on which the person most recently became 
 91.23  an interested shareholder of the issuing public corporation.; 
 91.24  and 
 91.25     (b) if, on or after August 1, 2004, a person is the 
 91.26  beneficial owner, directly or indirectly, of ten percent or more 
 91.27  of the voting power of the outstanding shares entitled to vote 
 91.28  of the issuing public corporation at the time the issuing public 
 91.29  corporation becomes a publicly held corporation, "share 
 91.30  acquisition date," with respect to that person means the date on 
 91.31  which the person first became the beneficial owner, directly or 
 91.32  indirectly, of ten percent or more of the voting power of the 
 91.33  outstanding shares entitled to vote of the corporation. 
 91.34     Sec. 5.  Minnesota Statutes 2002, section 302A.011, is 
 91.35  amended by adding a subdivision to read: 
 91.36     Subd. 63.  [CONVERTED ORGANIZATION.] "Converted 
 92.1   organization" means the corporation or domestic limited 
 92.2   liability company resulting from a conversion under sections 
 92.3   302A.681 to 302A.691. 
 92.4      Sec. 6.  Minnesota Statutes 2002, section 302A.011, is 
 92.5   amended by adding a subdivision to read: 
 92.6      Subd. 64.  [CONVERTING ORGANIZATION.] "Converting 
 92.7   organization" means the corporation or domestic limited 
 92.8   liability company that effects a conversion under sections 
 92.9   302A.681 to 302A.691. 
 92.10     Sec. 7.  Minnesota Statutes 2002, section 302A.111, 
 92.11  subdivision 2, is amended to read: 
 92.12     Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
 92.13  IN ARTICLES.] The following provisions govern a corporation 
 92.14  unless modified in the articles:  
 92.15     (a) a corporation has general business purposes (section 
 92.16  302A.101); 
 92.17     (b) a corporation has perpetual existence and certain 
 92.18  powers (section 302A.161); 
 92.19     (c) the power to adopt, amend, or repeal the bylaws is 
 92.20  vested in the board (section 302A.181); 
 92.21     (d) a corporation must allow cumulative voting for 
 92.22  directors (section 302A.215, subdivision 2); 
 92.23     (e) the affirmative vote of a majority of directors present 
 92.24  is required for an action of the board (section 302A.237); 
 92.25     (f) a written action by the board taken without a meeting 
 92.26  must be signed by all directors (section 302A.239); 
 92.27     (g) the board may authorize the issuance of securities and 
 92.28  rights to purchase securities (section 302A.401, subdivision 1); 
 92.29     (h) all shares are common shares entitled to vote and are 
 92.30  of one class and one series (section 302A.401, subdivision 2, 
 92.31  clauses (a) and (b)); 
 92.32     (i) all shares have equal rights and preferences in all 
 92.33  matters not otherwise provided for by the board (section 
 92.34  302A.401, subdivision 2, clause (b)); 
 92.35     (j) the par value of shares is fixed at one cent per share 
 92.36  for certain purposes and may be fixed by the board for certain 
 93.1   other purposes (section 302A.401, subdivision 2, clause (c)); 
 93.2      (k) the board or the shareholders may issue shares for any 
 93.3   consideration or for no consideration to effectuate share 
 93.4   dividends, divisions, or combinations, and determine the value 
 93.5   of nonmonetary consideration (section 302A.405, subdivision 1); 
 93.6      (l) shares of a class or series must not be issued to 
 93.7   holders of shares of another class or series to effectuate share 
 93.8   dividends, divisions, or combinations, unless authorized by a 
 93.9   majority of the voting power of the shares of the same class or 
 93.10  series as the shares to be issued (section 302A.405, subdivision 
 93.11  1); 
 93.12     (m) a corporation may issue rights to purchase securities 
 93.13  whose terms, provisions, and conditions are fixed by the board 
 93.14  (section 302A.409); 
 93.15     (n) a shareholder has certain preemptive rights, unless 
 93.16  otherwise provided by the board (section 302A.413); 
 93.17     (o) the affirmative vote of the holders of a majority of 
 93.18  the voting power of the shares present and entitled to vote at a 
 93.19  duly held meeting is required for an action of the shareholders, 
 93.20  except where this chapter requires the affirmative vote of a 
 93.21  plurality of the votes cast (section 302A.215, subdivision 1) or 
 93.22  a majority of the voting power of all shares entitled to vote 
 93.23  (section 302A.437, subdivision 1); 
 93.24     (p) shares of a corporation acquired by the corporation may 
 93.25  be reissued (section 302A.553, subdivision 1); 
 93.26     (q) each share has one vote unless otherwise provided in 
 93.27  the terms of the share (section 302A.445, subdivision 3); 
 93.28     (r) a corporation may issue shares for a consideration less 
 93.29  than the par value, if any, of the shares (section 302A.405, 
 93.30  subdivision 2); and 
 93.31     (s) the board may effect share dividends, divisions, and 
 93.32  combinations under certain circumstances without shareholder 
 93.33  approval (section 302A.402); and 
 93.34     (t) a written action of shareholders must be signed by all 
 93.35  shareholders (section 302A.441).  
 93.36     Sec. 8.  Minnesota Statutes 2002, section 302A.137, is 
 94.1   amended to read: 
 94.2      302A.137 [CLASS OR SERIES VOTING ON AMENDMENTS.] 
 94.3      The holders of the outstanding shares of a class or series 
 94.4   are entitled to vote as a class or series upon a proposed 
 94.5   amendment, whether or not entitled to vote thereon by the 
 94.6   provisions of the articles, if the amendment would:  
 94.7      (a) Increase or decrease the aggregate number of authorized 
 94.8   shares of the class or series; 
 94.9      (b) effect an exchange, reclassification, or cancellation 
 94.10  of all or part of the shares of the class or series, or effect a 
 94.11  combination of outstanding shares of a class or series into a 
 94.12  lesser number of shares of the class or series where each other 
 94.13  class and series is not subject to a similar combination; 
 94.14     (c) (b) effect an exchange, or create a right of exchange, 
 94.15  of all or any part of the shares of another class or series for 
 94.16  the shares of the class or series; 
 94.17     (d) (c) change the rights or preferences of the shares of 
 94.18  the class or series; 
 94.19     (e) Change the shares of the class or series, whether with 
 94.20  or without par value, into the same or a different number of 
 94.21  shares, either with or without par value, of another class or 
 94.22  series; 
 94.23     (f) (d) create a new class or series of shares having 
 94.24  rights and preferences prior and superior to the shares of that 
 94.25  class or series, or increase the rights and preferences or the 
 94.26  number of authorized shares, of a class or series having rights 
 94.27  and preferences prior or superior to the shares of that class or 
 94.28  series; 
 94.29     (g) (e) divide the shares of the class into series and 
 94.30  determine the designation of each series and the variations in 
 94.31  the relative rights and preferences between the shares of each 
 94.32  series, or authorize the board to do so; 
 94.33     (h) (f) limit or deny any existing preemptive rights of the 
 94.34  shares of the class or series; or 
 94.35     (i) (g) cancel or otherwise affect distributions on the 
 94.36  shares of the class or series that have accrued but have not 
 95.1   been declared.  
 95.2      Sec. 9.  Minnesota Statutes 2002, section 302A.215, is 
 95.3   amended to read: 
 95.4      302A.215 [CUMULATIVE VOTING FOR DIRECTORS; CUMULATIVE 
 95.5   VOTING.] 
 95.6      Subdivision 1.  [REQUIRED VOTE.] Unless otherwise provided 
 95.7   in the articles, directors are elected by a plurality of the 
 95.8   voting power of the shares present and entitled to vote on the 
 95.9   election of directors at a meeting at which a quorum is present. 
 95.10     Subd. 2.  [CUMULATIVE VOTING RIGHTS.] Unless the articles 
 95.11  provide that there shall be no cumulative voting, and except as 
 95.12  provided in section 302A.223, subdivision 5, each shareholder 
 95.13  entitled to vote for directors has the right to cumulate those 
 95.14  votes in the election of directors by giving written notice of 
 95.15  intent to cumulate those votes to any officer of the corporation 
 95.16  before the meeting, or to the presiding officer at the meeting 
 95.17  at which the election is to occur at any time before the 
 95.18  election of directors at the meeting, in which case:  
 95.19     (a) The presiding officer at the meeting shall announce, 
 95.20  before the election of directors, that shareholders shall 
 95.21  cumulate their votes; and 
 95.22     (b) Each shareholder shall cumulate those votes either by 
 95.23  casting for one candidate the number of votes equal to the 
 95.24  number of directors to be elected multiplied by the number of 
 95.25  votes represented by the shares, or by distributing all of those 
 95.26  votes on the same principle among any number of candidates.  
 95.27     Subd. 2. 3.  [MODIFICATIONS OF CUMULATIVE VOTING.] No 
 95.28  amendment to the articles or bylaws which that has the effect of 
 95.29  denying, limiting, or modifying the right to cumulative voting 
 95.30  for directors provided in this section shall be adopted if the 
 95.31  votes of a proportion of the voting power sufficient to elect a 
 95.32  director at an election of the entire board under cumulative 
 95.33  voting are cast against the amendment.  
 95.34     Sec. 10.  Minnesota Statutes 2002, section 302A.231, 
 95.35  subdivision 4, is amended to read: 
 95.36     Subd. 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
 96.1   articles or bylaws provide for a different time period, a 
 96.2   director may call a board meeting by giving at least ten days' 
 96.3   notice or, in the case of organizational meetings pursuant to 
 96.4   section 302A.171, subdivision 2, at least three days' notice, to 
 96.5   all directors of the date, time, and place of the meeting.  The 
 96.6   notice need not state the purpose of the meeting unless the 
 96.7   articles or bylaws require it.  
 96.8      (b) Any notice to a director given under any provision of 
 96.9   this chapter, the articles, or the bylaws by a form of 
 96.10  electronic communication consented to by the director to whom 
 96.11  the notice is given is effective when given.  The notice is 
 96.12  deemed given if by: 
 96.13     (1) facsimile communication, when directed to a telephone 
 96.14  number at which the director has consented to receive notice; 
 96.15     (2) electronic mail, when directed to an electronic mail 
 96.16  address at which the director has consented to receive notice; 
 96.17  and 
 96.18     (3) any other form of electronic communication by which the 
 96.19  director has consented to receive notice, when directed to the 
 96.20  director. 
 96.21     (c) Consent by a director to notice given by electronic 
 96.22  communication may be given in writing or by authenticated 
 96.23  electronic communication.  Any consent so given may be relied 
 96.24  upon until revoked by the director, provided that no revocation 
 96.25  affects the validity of any notice given before receipt of 
 96.26  revocation of the consent. 
 96.27     Sec. 11.  Minnesota Statutes 2002, section 302A.231, 
 96.28  subdivision 6, is amended to read: 
 96.29     Subd. 6.  [WAIVER OF NOTICE.] A director may waive notice 
 96.30  of a meeting of the board.  A waiver of notice by a director 
 96.31  entitled to notice is effective whether given before, at, or 
 96.32  after the meeting, and whether given in writing, orally, by 
 96.33  authenticated electronic communication, or by attendance.  
 96.34  Attendance by a director at a meeting is a waiver of notice of 
 96.35  that meeting, except where the director objects at the beginning 
 96.36  of the meeting to the transaction of business because the 
 97.1   meeting is not lawfully called or convened and does not 
 97.2   participate thereafter in the meeting.  
 97.3      Sec. 12.  Minnesota Statutes 2002, section 302A.401, 
 97.4   subdivision 3, is amended to read: 
 97.5      Subd. 3.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
 97.6   restrictions in the articles, the power granted in subdivision 2 
 97.7   may be exercised by a resolution or resolutions approved by the 
 97.8   affirmative vote of the directors required by section 302A.237 
 97.9   establishing a class or series, setting forth the designation of 
 97.10  the class or series, and fixing the relative rights and 
 97.11  preferences of the class or series.  Any of the rights and 
 97.12  preferences of a class or series established in the articles or 
 97.13  by resolution of the directors:  
 97.14     (1) may be made dependent upon facts ascertainable outside 
 97.15  the articles, or outside the resolution or resolutions 
 97.16  establishing the class or series, provided that the manner in 
 97.17  which the facts operate upon the rights and preferences of the 
 97.18  class or series is clearly and expressly set forth in the 
 97.19  articles or in the resolution or resolutions establishing the 
 97.20  class or series; and 
 97.21     (2) may incorporate by reference some or all of the terms 
 97.22  of any agreements, contracts, or other arrangements entered into 
 97.23  by the issuing corporation in connection with the establishment 
 97.24  of the class or series if the corporation retains at its 
 97.25  principal executive office a copy of the agreements, contracts, 
 97.26  or other arrangements or the portions incorporated by reference. 
 97.27     (b) A statement setting forth the name of the corporation 
 97.28  and the text of the resolution and certifying the adoption of 
 97.29  the resolution and the date of adoption shall be filed with the 
 97.30  secretary of state before the issuance of any shares for which 
 97.31  the resolution creates rights or preferences not set forth in 
 97.32  the articles; provided, however, where the shareholders have 
 97.33  received notice of the creation of shares with rights or 
 97.34  preferences not set forth in the articles before the issuance of 
 97.35  the shares, the statement may be filed any time within one year 
 97.36  after the issuance of the shares.  The resolution is effective 
 98.1   when the statement has been filed with the secretary of state; 
 98.2   or, if it is not required to be filed with the secretary of 
 98.3   state before the issuance of shares, on the date of its adoption 
 98.4   by the directors. 
 98.5      (c) Filing a statement filed with the secretary of state in 
 98.6   accordance with paragraph (b) is not considered an amendment of 
 98.7   the articles for purposes of sections 302A.135, 302A.137, and 
 98.8   302A.471.  Filing an amendment of such a statement with the 
 98.9   secretary of state is considered an amendment of the articles 
 98.10  for purposes of sections 302A.135, 302A.137, and 302A.471. 
 98.11     Sec. 13.  Minnesota Statutes 2002, section 302A.402, 
 98.12  subdivision 2, is amended to read: 
 98.13     Subd. 2.  [WHEN SHAREHOLDER APPROVAL REQUIRED; FILING OF 
 98.14  ARTICLES OF AMENDMENT.] (a) Articles of amendment must be 
 98.15  adopted by the board and the shareholders under sections section 
 98.16  302A.135 and, if required, section 302A.137 to effect a division 
 98.17  or combination if, as a result of the proposed division or 
 98.18  combination: 
 98.19     (1) the rights or preferences of the holders of outstanding 
 98.20  shares of any class or series will be adversely affected; or 
 98.21     (2) the percentage of authorized shares of any class or 
 98.22  series remaining unissued after the division or combination will 
 98.23  exceed the percentage of authorized shares of that class or 
 98.24  series that were unissued before the division or combination. 
 98.25     (b) If a division or combination is effected under this 
 98.26  subdivision, articles of amendment must be prepared that contain 
 98.27  the information required by section 302A.139. 
 98.28     Sec. 14.  Minnesota Statutes 2002, section 302A.437, 
 98.29  subdivision 1, is amended to read: 
 98.30     Subdivision 1.  [MAJORITY REQUIRED.] Except for the 
 98.31  election of directors, which is governed by section 302A.215, 
 98.32  the shareholders shall take action by the affirmative vote of 
 98.33  the holders of the greater of (1) a majority of the voting power 
 98.34  of the shares present and entitled to vote on that item of 
 98.35  business, or (2) a majority of the voting power of the minimum 
 98.36  number of the shares entitled to vote that would constitute a 
 99.1   quorum for the transaction of business at the meeting, except 
 99.2   where this chapter or the articles require a larger proportion 
 99.3   or number.  If the articles require a larger proportion or 
 99.4   number than is required by this chapter for a particular action, 
 99.5   the articles control. 
 99.6      Sec. 15.  Minnesota Statutes 2002, section 302A.441, is 
 99.7   amended to read: 
 99.8      302A.441 [ACTION WITHOUT A MEETING.] 
 99.9      Subdivision 1.  [METHOD.] An action required or permitted 
 99.10  to be taken at a meeting of the shareholders may be taken 
 99.11  without a meeting by written action signed, or consented to by 
 99.12  authenticated electronic communication, by all of the 
 99.13  shareholders entitled to vote on that action.  The articles of a 
 99.14  corporation that is not a publicly held corporation may provide 
 99.15  that any action may be taken by written action signed, or 
 99.16  consented to by authenticated electronic communication, by 
 99.17  shareholders having voting power equal to the voting power that 
 99.18  would be required to take the same action at a meeting of the 
 99.19  shareholders at which all shareholders were present.  After the 
 99.20  adoption of the initial articles, an amendment to the articles 
 99.21  to permit written action to be taken by less than all 
 99.22  shareholders requires the approval of all of the shareholders 
 99.23  entitled to vote on the amendment. 
 99.24     Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
 99.25  when it has been signed, or consented to by authenticated 
 99.26  electronic communication, by all of those the required 
 99.27  shareholders, unless a different effective time is provided in 
 99.28  the written action.  
 99.29     Subd. 3.  [NOTICE AND LIABILITY.] When written action is 
 99.30  permitted to be taken by less than all shareholders, all 
 99.31  shareholders must be notified of its text and effective time no 
 99.32  later than five days after the effective time of the action.  
 99.33  Failure to provide the notice does not invalidate the written 
 99.34  action.  A shareholder who does not sign or consent to the 
 99.35  written action has no liability for any action authorized by the 
 99.36  written action. 
100.1      Sec. 16.  Minnesota Statutes 2002, section 302A.471, 
100.2   subdivision 1, is amended to read: 
100.3      Subdivision 1.  [ACTIONS CREATING RIGHTS.] A shareholder of 
100.4   a corporation may dissent from, and obtain payment for the fair 
100.5   value of the shareholder's shares in the event of, any of the 
100.6   following corporate actions:  
100.7      (a) unless otherwise provided in the articles, an amendment 
100.8   of the articles that materially and adversely affects the rights 
100.9   or preferences of the shares of the dissenting shareholder in 
100.10  that it:  
100.11     (1) alters or abolishes a preferential right of the shares; 
100.12     (2) creates, alters, or abolishes a right in respect of the 
100.13  redemption of the shares, including a provision respecting a 
100.14  sinking fund for the redemption or repurchase of the shares; 
100.15     (3) alters or abolishes a preemptive right of the holder of 
100.16  the shares to acquire shares, securities other than shares, or 
100.17  rights to purchase shares or securities other than shares; 
100.18     (4) excludes or limits the right of a shareholder to vote 
100.19  on a matter, or to cumulate votes, except as the right may be 
100.20  excluded or limited through the authorization or issuance of 
100.21  securities of an existing or new class or series with similar or 
100.22  different voting rights; except that an amendment to the 
100.23  articles of an issuing public corporation that provides that 
100.24  section 302A.671 does not apply to a control share acquisition 
100.25  does not give rise to the right to obtain payment under this 
100.26  section; or 
100.27     (5) eliminates the right to obtain payment under this 
100.28  subdivision; 
100.29     (b) a sale, lease, transfer, or other disposition of all or 
100.30  substantially all of the property and assets of the corporation, 
100.31  but not including a transaction permitted without shareholder 
100.32  approval in that requires shareholder approval under section 
100.33  302A.661, subdivision 1, or 2, but not including a disposition 
100.34  in dissolution described in section 302A.725, subdivision 2, or 
100.35  a disposition pursuant to an order of a court, or a disposition 
100.36  for cash on terms requiring that all or substantially all of the 
101.1   net proceeds of disposition be distributed to the shareholders 
101.2   in accordance with their respective interests within one year 
101.3   after the date of disposition; 
101.4      (c) a plan of merger, whether under this chapter or under 
101.5   chapter 322B, to which the corporation is a constituent 
101.6   organization, except as provided in subdivision 3, and except 
101.7   for a plan of merger adopted under section 302A.626; 
101.8      (d) a plan of exchange, whether under this chapter or under 
101.9   chapter 322B, to which the corporation is a party as the 
101.10  corporation whose shares will be acquired by the acquiring 
101.11  corporation, except as provided in subdivision 3; or 
101.12     (e) a plan of conversion adopted by the corporation; or 
101.13     (f) any other corporate action taken pursuant to a 
101.14  shareholder vote with respect to which the articles, the bylaws, 
101.15  or a resolution approved by the board directs that dissenting 
101.16  shareholders may obtain payment for their shares. 
101.17     Sec. 17.  Minnesota Statutes 2002, section 302A.471, 
101.18  subdivision 3, is amended to read: 
101.19     Subd. 3.  [RIGHTS NOT TO APPLY.] (a) Unless the articles, 
101.20  the bylaws, or a resolution approved by the board otherwise 
101.21  provide, the right to obtain payment under this section does not 
101.22  apply to a shareholder of (1) the surviving corporation in a 
101.23  merger with respect to shares of the shareholder that are not 
101.24  entitled to be voted on the merger and are not canceled or 
101.25  exchanged in the merger or (2) the corporation whose shares will 
101.26  be acquired by the acquiring corporation in a plan of exchange 
101.27  with respect to shares of the shareholder that are not entitled 
101.28  to be voted on the plan of exchange and are not exchanged in the 
101.29  plan of exchange. 
101.30     (b) If a date is fixed according to section 302A.445, 
101.31  subdivision 1, for the determination of shareholders entitled to 
101.32  receive notice of and to vote on an action described in 
101.33  subdivision 1, only shareholders as of the date fixed, and 
101.34  beneficial owners as of the date fixed who hold through 
101.35  shareholders, as provided in subdivision 2, may exercise 
101.36  dissenters' rights. 
102.1      (c) Notwithstanding subdivision 1, the right to obtain 
102.2   payment under this section, other than in connection with a plan 
102.3   of merger adopted under section 302A.621, is limited in 
102.4   accordance with the following provisions: 
102.5      (1) The right to obtain payment under this section is not 
102.6   available for the holders of shares of any class or series of 
102.7   shares that is listed on the New York Stock Exchange or the 
102.8   American Stock Exchange or designated as a national market 
102.9   system security on an interdealer quotation system by the 
102.10  National Association of Securities Dealers, Inc. 
102.11     (2) The applicability of clause (1) is determined as of: 
102.12     (i) the record date fixed to determine the shareholders 
102.13  entitled to receive notice of, and to vote at, the meeting of 
102.14  shareholders to act upon the corporate action described in 
102.15  subdivision 1; or 
102.16     (ii) the day before the effective date of corporate action 
102.17  described in subdivision 1 if there is no meeting of 
102.18  shareholders. 
102.19     (3) Clause (1) is not applicable, and the right to obtain 
102.20  payment under this section is available pursuant to subdivision 
102.21  1, for the holders of any class or series of shares who are 
102.22  required by the terms of the corporate action described in 
102.23  subdivision 1 to accept for such shares anything other than 
102.24  shares, or cash in lieu of fractional shares, of any class or 
102.25  any series of shares of the corporation, or any other 
102.26  proprietary interest of any other entity, that satisfies the 
102.27  standards set forth in clause (1) at the time the corporate 
102.28  action becomes effective. 
102.29     Sec. 18.  Minnesota Statutes 2002, section 302A.473, 
102.30  subdivision 3, is amended to read: 
102.31     Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
102.32  be approved by the shareholders and the corporation holds a 
102.33  shareholder meeting, a shareholder who is entitled to dissent 
102.34  under section 302A.471 and who wishes to exercise dissenters' 
102.35  rights must file with the corporation before the vote on the 
102.36  proposed action a written notice of intent to demand the fair 
103.1   value of the shares owned by the shareholder and must not vote 
103.2   the shares in favor of the proposed action.  
103.3      Sec. 19.  Minnesota Statutes 2002, section 302A.473, 
103.4   subdivision 4, is amended to read: 
103.5      Subd. 4.  [NOTICE OF PROCEDURE; DEPOSIT OF SHARES.] (a) 
103.6   After the proposed action has been approved by the board and, if 
103.7   necessary, the shareholders, the corporation shall send to (i) 
103.8   all shareholders who have complied with subdivision 3, (ii) all 
103.9   shareholders who did not sign or consent to a written action 
103.10  that gave effect to the action creating the right to obtain 
103.11  payment under section 302A.471, and to (iii) all shareholders 
103.12  entitled to dissent if no shareholder vote was required, a 
103.13  notice that contains:  
103.14     (1) the address to which a demand for payment and 
103.15  certificates of certificated shares must be sent in order to 
103.16  obtain payment and the date by which they must be received; 
103.17     (2) any restrictions on transfer of uncertificated shares 
103.18  that will apply after the demand for payment is received; 
103.19     (3) a form to be used to certify the date on which the 
103.20  shareholder, or the beneficial owner on whose behalf the 
103.21  shareholder dissents, acquired the shares or an interest in them 
103.22  and to demand payment; and 
103.23     (4) a copy of section 302A.471 and this section and a brief 
103.24  description of the procedures to be followed under these 
103.25  sections.  
103.26     (b) In order to receive the fair value of the shares, a 
103.27  dissenting shareholder must demand payment and deposit 
103.28  certificated shares or comply with any restrictions on transfer 
103.29  of uncertificated shares within 30 days after the notice 
103.30  required by paragraph (a) was given, but the dissenter retains 
103.31  all other rights of a shareholder until the proposed action 
103.32  takes effect.  
103.33     Sec. 20.  Minnesota Statutes 2002, section 302A.521, 
103.34  subdivision 1, is amended to read: 
103.35     Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
103.36  section, the terms defined in this subdivision have the meanings 
104.1   given them.  
104.2      (b) "Corporation" includes a domestic or foreign 
104.3   corporation that was the predecessor of the corporation referred 
104.4   to in this section in a merger or other transaction in which the 
104.5   predecessor's existence ceased upon consummation of the 
104.6   transaction.  
104.7      (c) "Official capacity" means (1) with respect to a 
104.8   director, the position of director in a corporation, (2) with 
104.9   respect to a person other than a director, the elective or 
104.10  appointive office or position held by an officer, member of a 
104.11  committee of the board, or the employment relationship 
104.12  undertaken by an employee of the corporation, and (3) with 
104.13  respect to a director, officer, or employee of the corporation 
104.14  who, while a director, officer, or employee of the corporation, 
104.15  is or was serving at the request of the corporation or whose 
104.16  duties in that position involve or involved service as a 
104.17  director, officer, partner, trustee, governor, manager, 
104.18  employee, or agent of another organization or employee benefit 
104.19  plan, the position of that person as a director, officer, 
104.20  partner, trustee, governor, manager, employee, or agent, as the 
104.21  case may be, of the other organization or employee benefit plan. 
104.22     (d) "Proceeding" means a threatened, pending, or completed 
104.23  civil, criminal, administrative, arbitration, or investigative 
104.24  proceeding, including a proceeding by or in the right of the 
104.25  corporation.  
104.26     (e) "Special legal counsel" means counsel who has not 
104.27  represented the corporation or a related organization, or a 
104.28  director, officer, member of a committee of the board, or 
104.29  employee, whose indemnification is in issue.  
104.30     Sec. 21.  Minnesota Statutes 2002, section 302A.651, 
104.31  subdivision 1, is amended to read: 
104.32     Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
104.33  may merge with, including a merger pursuant to section 302A.621, 
104.34  or participate in an exchange with a foreign corporation or 
104.35  limited liability company by following the procedures set forth 
104.36  in this section, if: 
105.1      (1) with respect to a merger, the merger is permitted by 
105.2   the laws of the jurisdiction under which the foreign corporation 
105.3   or limited liability company is incorporated or organized; and 
105.4      (2) with respect to an exchange, the corporation whose 
105.5   shares will be acquired is a domestic corporation, whether or 
105.6   not the exchange is permitted by the laws of the jurisdiction 
105.7   under which the foreign corporation or limited liability company 
105.8   is incorporated or organized. 
105.9      Sec. 22.  Minnesota Statutes 2002, section 302A.661, 
105.10  subdivision 2, is amended to read: 
105.11     Subd. 2.  [SHAREHOLDER APPROVAL; WHEN REQUIRED.] (a) A 
105.12  corporation, by affirmative vote of a majority of the directors 
105.13  present, may sell, lease, transfer, or otherwise dispose of all 
105.14  or substantially all of its property and assets, including its 
105.15  good will, not in the usual and regular course of its business, 
105.16  upon those terms and conditions and for those considerations, 
105.17  which may be money, securities, or other instruments for the 
105.18  payment of money or other property, as the board deems 
105.19  expedient, when approved at a regular or special meeting of the 
105.20  shareholders by the affirmative vote of the holders of a 
105.21  majority of the voting power of the shares entitled to vote.  
105.22  Written notice of the meeting shall be given to all shareholders 
105.23  whether or not they are entitled to vote at the meeting.  The 
105.24  written notice shall state that a purpose of the meeting is to 
105.25  consider the sale, lease, transfer, or other disposition of all 
105.26  or substantially all of the property and assets of the 
105.27  corporation.  
105.28     (b) Shareholder approval is not required under paragraph 
105.29  (a) if, following the sale, lease, transfer, or other 
105.30  disposition of its property and assets, the corporation retains 
105.31  a significant continuing business activity.  If a corporation 
105.32  retains a business activity that represented at least (1) 25 
105.33  percent of the corporation's total assets at the end of the most 
105.34  recently completed fiscal year and (2) 25 percent of either 
105.35  income from continuing operations before taxes or revenues from 
105.36  continuing operations for that fiscal year, measured on a 
106.1   consolidated basis with its subsidiaries for each of clauses (1) 
106.2   and (2), then the corporation will conclusively be deemed to 
106.3   have retained a significant continuing business activity. 
106.4      Sec. 23.  [302A.681] [CONVERSION OF CORPORATIONS AND 
106.5   LIMITED LIABILITY COMPANIES.] 
106.6      Subdivision 1.  [CONVERSIONS AUTHORIZED.] A corporation may 
106.7   become a domestic limited liability company, and a domestic 
106.8   limited liability company may become a corporation, in each case 
106.9   pursuant to a plan of conversion. 
106.10     Subd. 2.  [CERTAIN DEFINITIONS.] (a) For purposes of 
106.11  sections 302A.681 to 302A.691, the words, terms, and phrases in 
106.12  paragraphs (b) to (h) have the meanings given them. 
106.13     (b) "Articles of organization" has the same meaning as it 
106.14  does under section 322B.03, subdivision 6. 
106.15     (c) "Board of governors" has the same meaning as it does 
106.16  under section 322B.03, subdivision 7. 
106.17     (d) "Class," when used with reference to membership 
106.18  interests, has the same meaning as it does under section 
106.19  322B.03, subdivision 10. 
106.20     (e) "Governor" has the same meaning as it does under 
106.21  section 322B.03, subdivision 24. 
106.22     (f) "Member" has the same meaning as it does under section 
106.23  322B.03, subdivision 30. 
106.24     (g) "Membership interest" has the same meaning as it does 
106.25  under section 322B.03, subdivision 31. 
106.26     (h) "Series," when used with reference to membership 
106.27  interests, has the same meaning as it does under section 
106.28  322B.03, subdivision 44. 
106.29     Sec. 24.  [302A.683] [PLAN OF CONVERSION.] 
106.30     A plan of conversion must contain: 
106.31     (1) the name of the converting organization; 
106.32     (2) the name of the converted organization; 
106.33     (3) whether the converted organization is a corporation or 
106.34  a limited liability company; 
106.35     (4) the terms and conditions of the proposed conversion; 
106.36     (5) the manner and basis of converting each ownership 
107.1   interest in the converting organization into ownership interests 
107.2   in the converted organization or, in whole or in part, into 
107.3   money or other property; 
107.4      (6) a copy of the proposed articles of incorporation or 
107.5   articles of organization of the converted organization; and 
107.6      (7) any other provisions with respect to the proposed 
107.7   conversion that are deemed necessary or desirable. 
107.8      Sec. 25.  [302A.685] [PLAN APPROVAL.] 
107.9      Subdivision 1.  [BOARD APPROVAL; NOTICE TO OWNERS.] A 
107.10  resolution containing the plan of conversion must be approved by 
107.11  the affirmative vote of a majority of the directors or governors 
107.12  present at a meeting of the board of directors or the board of 
107.13  governors of the converting organization and must then be 
107.14  submitted at a regular or a special meeting to the owners of the 
107.15  converting organization.  Written notice must be given to every 
107.16  owner of the converting organization, whether or not entitled to 
107.17  vote at the meeting, not less than 14 days nor more than 60 days 
107.18  before the meeting, in the manner provided in section 302A.435 
107.19  for notice of a meeting of shareholders or in the manner 
107.20  provided in section 322B.34 for notice of a meeting of members.  
107.21  The written notice must state that a purpose of the meeting is 
107.22  to consider the proposed plan of conversion.  A copy or short 
107.23  description of the plan of conversion must be included in or 
107.24  enclosed with the notice. 
107.25     Subd. 2.  [APPROVAL BY OWNERS.] At the meeting, a vote of 
107.26  the owners must be taken on the proposed plan.  The plan of 
107.27  conversion is adopted when approved by the affirmative vote of 
107.28  the holders of a majority of the voting power of all shares or 
107.29  membership interests entitled to vote.  A class or series of 
107.30  shares or membership interests is entitled to vote as a class or 
107.31  series on the approval of the plan. 
107.32     Sec. 26.  [302A.687] [ARTICLES OF CONVERSION.] 
107.33     Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
107.34  approval required by section 302A.685, articles of conversion 
107.35  must be prepared that contain: 
107.36     (1) the plan of conversion; 
108.1      (2) the name of the converting organization immediately 
108.2   before the filing of the articles of conversion and the name to 
108.3   which the name of the converting organization is to be changed, 
108.4   which shall be a name that satisfies the laws applicable to the 
108.5   converted organization; 
108.6      (3) the type of organization that the converted 
108.7   organization will be; 
108.8      (4) a statement that the plan of conversion has been 
108.9   approved by the converting organization under section 302A.685; 
108.10  and 
108.11     (5) a copy of the articles of incorporation or the articles 
108.12  of organization of the converted organization. 
108.13     Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of 
108.14  conversion must be signed on behalf of the converting 
108.15  organization and filed with the secretary of state.  Filing of 
108.16  the articles of conversion is also deemed to be a filing with 
108.17  the secretary of state of the articles of incorporation or the 
108.18  articles of organization of the converted organization. 
108.19     Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
108.20  a certificate of conversion and a certificate of incorporation 
108.21  or a certificate of organization to the converted organization 
108.22  or its legal representative. 
108.23     Sec. 27.  [302A.689] [ABANDONMENT OF CONVERSION.] 
108.24     Subdivision 1.  [BY SHAREHOLDERS OR PLAN.] After a plan of 
108.25  conversion has been approved by the owners entitled to vote on 
108.26  the approval of the plan as provided in section 302A.685, and 
108.27  before the effective date of the plan, it may be abandoned: 
108.28     (1) if the owners of the converting organization entitled 
108.29  to vote on the approval of the plan as provided in section 
108.30  302A.685 have approved the abandonment at a meeting by the 
108.31  affirmative vote of the holders of a majority of the voting 
108.32  power of the shares or membership interests entitled to vote; 
108.33     (2) if the plan itself provides for abandonment and all 
108.34  conditions for abandonment set forth in the plan are met; or 
108.35     (3) pursuant to subdivision 2. 
108.36     Subd. 2.  [BY BOARD.] A plan of conversion may be 
109.1   abandoned, before the effective date of the plan, by a 
109.2   resolution of the board of directors or the board of governors 
109.3   of the converting organization abandoning the plan of conversion 
109.4   approved by the affirmative vote of a majority of the directors 
109.5   or governors present. 
109.6      Subd. 3.  [FILING OF ARTICLES.] If articles of conversion 
109.7   have been filed with the secretary of state, but have not yet 
109.8   become effective, the converting organization shall file with 
109.9   the secretary of state articles of abandonment that contain: 
109.10     (1) the name of the converting organization; 
109.11     (2) the provision of this section under which the plan is 
109.12  abandoned; and 
109.13     (3) if the plan is abandoned under subdivision 2, the text 
109.14  of the resolution abandoning the plan. 
109.15     Sec. 28.  [302A.691] [EFFECTIVE DATE OR TIME OF CONVERSION; 
109.16  EFFECT.] 
109.17     Subdivision 1.  [EFFECTIVE DATE OR TIME.] A conversion is 
109.18  effective when the articles of conversion are filed with the 
109.19  secretary of state or on a later date or at a later time 
109.20  specified in the articles of conversion. 
109.21     Subd. 2.  [EFFECT ON ORGANIZATION.] (a) A converted 
109.22  organization is for all purposes the same organization as the 
109.23  converting organization, having been incorporated or organized 
109.24  on the date that the converting organization was originally 
109.25  incorporated or organized. 
109.26     (b) When a conversion becomes effective: 
109.27     (1) if the converted organization is a corporation, the 
109.28  converted organization has all the rights, privileges, 
109.29  immunities, and powers, and is subject to all the duties and 
109.30  liabilities, of a corporation incorporated under this chapter; 
109.31     (2) if the converted organization is a limited liability 
109.32  company, the converted organization has all the rights, 
109.33  privileges, immunities, and powers, and is subject to all the 
109.34  duties and liabilities, of a limited liability company organized 
109.35  under chapter 322B; 
109.36     (3) all property owned by the converting organization 
110.1   remains vested in the converted organization; 
110.2      (4) all debts, liabilities, and other obligations of the 
110.3   converting organization continue as obligations of the converted 
110.4   organization; 
110.5      (5) an action or proceeding pending by or against the 
110.6   converting organization may be continued as if the conversion 
110.7   had not occurred; and 
110.8      (6) all rights, privileges, immunities, and powers of the 
110.9   converting organization remain vested in the converted 
110.10  organization. 
110.11     Subd. 3.  [EFFECT ON SHAREHOLDERS OR MEMBERS.] When a 
110.12  conversion becomes effective, each share or membership interest 
110.13  in the converting organization is deemed to be converted into 
110.14  shares or membership interests in the converted organization or, 
110.15  in whole or in part, into money or other property to be received 
110.16  under the plan by the shareholders or the members, subject to 
110.17  any dissenters' rights under section 302A.471, in the case of 
110.18  shareholders of the converting organization, or section 
110.19  322B.383, in the case of members of the converting organization. 
110.20     Sec. 29.  Minnesota Statutes 2002, section 302A.723, 
110.21  subdivision 1, is amended to read: 
110.22     Subdivision 1.  [CONTENTS.] If dissolution of the 
110.23  corporation is approved pursuant to section 302A.721, 
110.24  subdivision 2, the corporation shall file with the secretary of 
110.25  state a notice of intent to dissolve.  The notice shall contain: 
110.26     (a) the name of the corporation; 
110.27     (b) the date and place of the meeting at which the 
110.28  resolution was approved pursuant to section 302A.721, 
110.29  subdivision 2; and 
110.30     (c) a statement that the requisite vote of the shareholders 
110.31  was received, or that all the requisite shareholders entitled to 
110.32  vote signed a written action. 
110.33     Sec. 30.  Minnesota Statutes 2002, section 317A.011, is 
110.34  amended by adding a subdivision to read: 
110.35     Subd. 3b.  [BALLOT.] "Ballot" means a written ballot or a 
110.36  ballot transmitted by electronic communication. 
111.1      Sec. 31.  Minnesota Statutes 2002, section 317A.011, 
111.2   subdivision 14, is amended to read: 
111.3      Subd. 14.  [NOTICE.] (a) "Notice" is given by a member of a 
111.4   corporation to the corporation or an officer of the corporation 
111.5   when in writing and mailed or delivered to the corporation or 
111.6   the officer at the registered office of the corporation. 
111.7      (b) Notice is given by the corporation to a director, 
111.8   officer, member, or other person: 
111.9      (1) when mailed to the person at an address designated by 
111.10  the person, at the last known address of the person or, in the 
111.11  case of a director, officer, or member, at the address of the 
111.12  person in the corporate records; 
111.13     (2) when communicated to the person orally; 
111.14     (3) when handed to the person; 
111.15     (4) when left at the office of the person with a clerk or 
111.16  other person in charge of the office, or if there is no one in 
111.17  charge, when left in a conspicuous place in the office; 
111.18     (5) if the person's office is closed or the person to be 
111.19  notified has no office, when left at the dwelling or usual place 
111.20  of abode of the person with a person of suitable age and 
111.21  discretion residing in the house; or 
111.22     (6) when provided to the person by means of electronic 
111.23  communication as provided under section 317A.231 or 317A.450; or 
111.24     (7) when the method is fair and reasonable when all the 
111.25  circumstances are considered.  
111.26     (c) Notice by mail is given when deposited in the United 
111.27  States mail with sufficient postage.  Notice is considered 
111.28  received when it is given. 
111.29     Sec. 32.  Minnesota Statutes 2002, section 317A.231, 
111.30  subdivision 4, is amended to read: 
111.31     Subd. 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
111.32  articles or bylaws provide otherwise, a director may call a 
111.33  board meeting by giving five days' notice to all directors of 
111.34  the date, time, and place of the meeting.  The notice need not 
111.35  state the purpose of the meeting unless the articles or bylaws 
111.36  require it.  
112.1      (b) If the day or date, time, and place of a board meeting 
112.2   have been provided in the articles or bylaws, or announced at a 
112.3   previous meeting of the board, notice is not required.  Notice 
112.4   of an adjourned meeting need not be given other than by 
112.5   announcement at the meeting at which adjournment is taken.  
112.6      (c) Any notice to a director given under any provision of 
112.7   this chapter, the articles, or the bylaws by a form of 
112.8   electronic communication consented to by the director to whom 
112.9   the notice is given is effective when given.  The notice is 
112.10  deemed given if by: 
112.11     (1) facsimile communication, when directed to a telephone 
112.12  number at which the director has consented to receive notice; 
112.13     (2) electronic mail, when directed to an electronic mail 
112.14  address at which the director has consented to receive notice; 
112.15     (3) a posting on an electronic network on which the 
112.16  director has consented to receive notice, together with a 
112.17  separate notice to the director of the specific posting, upon 
112.18  the later of: 
112.19     (i) the posting; or 
112.20     (ii) the giving of the separate notice; and 
112.21     (4) any other form of electronic communication by which the 
112.22  director has consented to receive notice, when directed to the 
112.23  director. 
112.24  An affidavit of the secretary, other authorized officer, or 
112.25  authorized agent of the corporation, that the notice has been 
112.26  given by a form of electronic communication is, in the absence 
112.27  of fraud, prima facie evidence of the facts stated in the 
112.28  affidavit. 
112.29     (d) Consent by a director to notice given by electronic 
112.30  communication may be given in writing or by authenticated 
112.31  electronic communication.  Any consent so given may be relied 
112.32  upon until revoked by the director, provided that no revocation 
112.33  affects the validity of any notice given before receipt of 
112.34  revocation of the consent. 
112.35     Sec. 33.  Minnesota Statutes 2002, section 317A.231, 
112.36  subdivision 5, is amended to read: 
113.1      Subd. 5.  [WAIVER OF NOTICE.] A director may waive notice 
113.2   of a meeting of the board.  A waiver of notice by a director 
113.3   entitled to notice is effective whether given before, at, or 
113.4   after the meeting, and whether given in writing, orally, by 
113.5   authenticated electronic communication, or by attendance.  
113.6   Attendance by a director at a meeting is a waiver of notice of 
113.7   that meeting, unless the director objects at the beginning of 
113.8   the meeting to the transaction of business because the meeting 
113.9   is not lawfully called or convened and does not participate in 
113.10  the meeting.  
113.11     Sec. 34.  Minnesota Statutes 2003 Supplement, section 
113.12  317A.443, subdivision 2, is amended to read: 
113.13     Subd. 2.  [METHODS.] Unless otherwise provided in the 
113.14  articles or bylaws, members may take action at a meeting by 
113.15  voice or ballot, by unanimous action without a meeting under 
113.16  section 317A.445, by written ballot under section 317A.447, or 
113.17  by electronic remote communication under section 317A.450. 
113.18     Sec. 35.  Minnesota Statutes 2002, section 317A.447, is 
113.19  amended to read: 
113.20     317A.447 [ACTION BY WRITTEN BALLOT.] 
113.21     (a) Except as provided in paragraph (e) and unless 
113.22  prohibited or limited by the articles or bylaws, an action that 
113.23  may be taken at a regular or special meeting of members may be 
113.24  taken without a meeting if the corporation mails or otherwise 
113.25  delivers a written ballot to every member entitled to vote on 
113.26  the matter.  A corporation may deliver a ballot by electronic 
113.27  communication only if the corporation complies with section 
113.28  317A.450, subdivision 5, as if the ballot were a notice.  
113.29  Consent by a member to receive notice by electronic 
113.30  communication in a certain manner constitutes consent to receive 
113.31  a ballot by electronic communication in the same manner. 
113.32     (b) A written ballot must: 
113.33     (1) set forth each proposed action; and 
113.34     (2) provide an opportunity to vote for or against each 
113.35  proposed action. 
113.36     (c) Approval by written ballot under this section is valid 
114.1   only if the number of votes cast by ballot equals or exceeds the 
114.2   quorum required to be present at a meeting authorizing the 
114.3   action, and the number of approvals equals or exceeds the number 
114.4   of votes that would be required to approve the matter at a 
114.5   meeting at which the total number of votes cast was the same as 
114.6   the number of votes cast by ballot.  
114.7      (d) Solicitations for votes by written ballot must: 
114.8      (1) indicate the number of responses needed to meet the 
114.9   quorum requirements; 
114.10     (2) state the percentage of approvals necessary to approve 
114.11  each matter other than election of directors; and 
114.12     (3) specify the time by which a ballot must be received by 
114.13  the corporation in order to be counted.  
114.14     (e) Except as otherwise provided in the articles or bylaws, 
114.15  a written ballot may not be revoked.  
114.16     (f) A ballot delivered to the corporation by electronic 
114.17  communication is valid only if authenticated as provided in 
114.18  section 317A.011, subdivision 3a. 
114.19     Sec. 36.  Minnesota Statutes 2002, section 322B.03, 
114.20  subdivision 36a, is amended to read: 
114.21     Subd. 36a.  [PARENT.] "Parent" of a specified limited 
114.22  liability company means a limited liability company or a foreign 
114.23  limited liability company that directly or indirectly through 
114.24  related organizations owns more than 50 percent of the voting 
114.25  power of the membership interests entitled to vote for governors 
114.26  of the specified limited liability company. 
114.27     Sec. 37.  Minnesota Statutes 2002, section 322B.03, 
114.28  subdivision 45a, is amended to read: 
114.29     Subd. 45a.  [SUBSIDIARY.] "Subsidiary" of a specified 
114.30  limited liability company means a limited liability company or a 
114.31  foreign limited liability company having more than 50 percent of 
114.32  the voting power of its membership interests entitled to vote 
114.33  for governors owned directly or indirectly through related 
114.34  organizations by the specified limited liability company.  
114.35     Sec. 38.  Minnesota Statutes 2002, section 322B.115, 
114.36  subdivision 2, is amended to read: 
115.1      Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
115.2   IN ARTICLES OF ORGANIZATION OR A MEMBER CONTROL AGREEMENT.] The 
115.3   following provisions govern a limited liability company unless 
115.4   modified in the articles of organization or a member control 
115.5   agreement under section 322B.37: 
115.6      (1) a limited liability company has general business 
115.7   purposes (section 322B.10); 
115.8      (2) a limited liability company has certain powers (section 
115.9   322B.20); 
115.10     (3) the power to adopt, amend, or repeal the bylaws is 
115.11  vested in the board of governors (section 322B.603); 
115.12     (4) a limited liability company must allow cumulative 
115.13  voting for governors (section 322B.63, subdivision 2); 
115.14     (5) the affirmative vote of a majority of governors present 
115.15  is required for an action of the board of governors (section 
115.16  322B.653); 
115.17     (6) a written action by the board of governors taken 
115.18  without a meeting must be signed by all governors (section 
115.19  322B.656); 
115.20     (7) the board may accept contributions, make contribution 
115.21  agreements, and make contribution allowance agreements (sections 
115.22  322B.40, subdivision 1; 322B.42; and 322B.43); 
115.23     (8) all membership interests are ordinary membership 
115.24  interests entitled to vote and are of one class with no series 
115.25  (section 322B.40, subdivision 5, clauses (1) and (2)); 
115.26     (9) all membership interests have equal rights and 
115.27  preferences in all matters not otherwise provided for by the 
115.28  board of governors (section 322B.40, subdivision 5, clause (2)); 
115.29     (10) the value of previous contributions is to be restated 
115.30  when a new contribution is accepted (section 322B.41); 
115.31     (11) a member has certain preemptive rights, unless 
115.32  otherwise provided by the board of governors (section 322B.33); 
115.33     (12) the affirmative vote of the owners of a majority of 
115.34  the voting power of the membership interests present and 
115.35  entitled to vote at a duly held meeting is required for an 
115.36  action of the members, except where this chapter requires the 
116.1   affirmative vote of a plurality of the votes cast (section 
116.2   322B.63, subdivision 1) or a majority of the voting power of all 
116.3   membership interests entitled to vote (section 322B.35, 
116.4   subdivision 1); 
116.5      (13) the voting power of each membership interest is in 
116.6   proportion to the value reflected in the required records of the 
116.7   contributions of the members (section 322B.356); 
116.8      (14) members share in distributions in proportion to the 
116.9   value reflected in the required records of the contributions of 
116.10  members (section 322B.50); 
116.11     (15) members share profits and losses in proportion to the 
116.12  value reflected in the required records of the contributions of 
116.13  members (section 322B.326); 
116.14     (16) a written action by the members taken without a 
116.15  meeting must be signed by all members (section 322B.35); 
116.16     (17) members have no right to receive distributions in kind 
116.17  and the limited liability company has only limited rights to 
116.18  make distributions in kind (section 322B.52); 
116.19     (18) a member is not subject to expulsion (section 
116.20  322B.306, subdivision 2); 
116.21     (19) unanimous consent is required for the transfer of 
116.22  governance rights to a person not already a member (section 
116.23  322B.313, subdivision 2); 
116.24     (20) for limited liability companies whose existence begins 
116.25  before August 1, 1999, unanimous consent is required to avoid 
116.26  dissolution (section 322B.80, subdivision 1, clause (5)(i)); 
116.27     (21) the termination of a person's membership interest has 
116.28  specified consequences (section 322B.306); and 
116.29     (22) restrictions apply to the assignment of governance 
116.30  rights (section 322B.313). 
116.31     Sec. 39.  Minnesota Statutes 2002, section 322B.155, is 
116.32  amended to read: 
116.33     322B.155 [CLASS OR SERIES VOTING ON AMENDMENTS.] 
116.34     The owners of the outstanding membership interests of a 
116.35  class or series are entitled to vote as a class or series upon a 
116.36  proposed amendment to the articles of organization, whether or 
117.1   not entitled to vote on the amendment by the provisions of the 
117.2   articles of organization, if the amendment would: 
117.3      (1) effect an exchange, reclassification, or cancellation 
117.4   of all or part of the membership interests of the class or 
117.5   series, or effect a combination of outstanding membership 
117.6   interests of a class or series into a lesser number of 
117.7   membership interests of the class or series where each other 
117.8   class or series is not subject to a similar combination; 
117.9      (2) effect an exchange, or create a right of exchange, of 
117.10  all or any part of the membership interests of another class or 
117.11  series for the membership interests of the class or series; 
117.12     (3) change the rights or preferences of the membership 
117.13  interests of the class or series; 
117.14     (4) change the membership interests of the class or series 
117.15  into the same or a different number of membership interests of 
117.16  another class or series; 
117.17     (5) create a new class or series of membership interests 
117.18  having rights and preferences prior and superior to the 
117.19  membership interests of that class or series, or increase the 
117.20  rights and preferences or the number of membership interests, of 
117.21  a class or series having rights and preferences prior or 
117.22  superior to the membership interests of that class or series; 
117.23     (6) (5) divide the membership interests of the class into 
117.24  series and determine the designation of each series and the 
117.25  variations in the relative rights and preferences between the 
117.26  membership interests of each series or authorize the board of 
117.27  governors to do so; 
117.28     (7) (6) limit or deny any existing preemptive rights of the 
117.29  membership interests of the class or series; or 
117.30     (8) (7) cancel or otherwise affect distributions on the 
117.31  membership interests of the class or series. 
117.32     Sec. 40.  Minnesota Statutes 2002, section 322B.346, 
117.33  subdivision 1, is amended to read: 
117.34     Subdivision 1.  [MAJORITY REQUIRED.] Except for the 
117.35  election of governors, which is governed by section 322B.63, the 
117.36  members shall take action by the affirmative vote of the owners 
118.1   of the greater of:  (1) a majority of the voting power of the 
118.2   membership interests present and entitled to vote on that item 
118.3   of business; or (2) a majority of the voting power that would 
118.4   constitute a quorum for the transaction of business at the 
118.5   meeting, except where this chapter, the articles of 
118.6   organization, or a member control agreement, require a larger 
118.7   proportion.  If the articles or a member control agreement 
118.8   require a larger proportion than is required by this chapter for 
118.9   a particular action, the articles or the member control 
118.10  agreement control.  
118.11     Sec. 41.  Minnesota Statutes 2002, section 322B.35, 
118.12  subdivision 1, is amended to read: 
118.13     Subdivision 1.  [METHOD.] An action required or permitted 
118.14  to be taken at a meeting of the members may be taken by written 
118.15  action signed, or consented to by authenticated electronic 
118.16  communication, by all of the members.  If the articles or a 
118.17  member control agreement so provide, any action may be taken by 
118.18  written action signed, or consented to by authenticated 
118.19  electronic communication, by the members who own voting power 
118.20  equal to the voting power that would be required to take the 
118.21  same action at a meeting of the members at which all members 
118.22  were present.  After the adoption of the initial articles or the 
118.23  first making of a member control agreement, an amendment to the 
118.24  articles or to a member control agreement to permit written 
118.25  action to be taken by less than all members requires the 
118.26  approval of all the members entitled to vote on the amendment. 
118.27     Sec. 42.  Minnesota Statutes 2002, section 322B.383, 
118.28  subdivision 1, is amended to read: 
118.29     Subdivision 1.  [ACTIONS CREATING DISSENTERS' RIGHTS.] 
118.30  Subject to a member control agreement under section 322B.37, a 
118.31  member of a limited liability company may dissent from, and 
118.32  obtain payment for the fair value of the member's membership 
118.33  interests in the event of, any of the following limited 
118.34  liability company actions:  
118.35     (1) unless otherwise provided in the articles, an amendment 
118.36  of the articles of organization, but not an amendment to a 
119.1   member control agreement, which materially and adversely affects 
119.2   the rights or preferences of the membership interests of the 
119.3   dissenting member in that it:  
119.4      (i) alters or abolishes a preferential right of the 
119.5   membership interests; 
119.6      (ii) creates, alters, or abolishes a right in respect of 
119.7   the redemption of the membership interests, including a 
119.8   provision respecting a sinking fund for the redemption or 
119.9   repurchase of the membership interests; 
119.10     (iii) alters or abolishes a preemptive right of the owner 
119.11  of the membership interests to make a contribution; 
119.12     (iv) excludes or limits the right of a member to vote on a 
119.13  matter, or to cumulate votes, except as the right may be 
119.14  excluded or limited through the acceptance of contributions or 
119.15  the making of contribution agreements pertaining to membership 
119.16  interests with similar or different voting rights; 
119.17     (v) changes a member's right to resign or retire; 
119.18     (vi) establishes or changes the conditions for or 
119.19  consequences of expulsion; or 
119.20     (vii) eliminates the right to obtain payment under clause 
119.21  (1); 
119.22     (2) a sale, lease, transfer, or other disposition of all or 
119.23  substantially all of the property and assets of the limited 
119.24  liability company, but not including a transaction permitted 
119.25  without that requires member approval in under section 322B.77, 
119.26  subdivision 1 2, or but not including a disposition in 
119.27  dissolution described in section 322B.813, subdivision 4, or a 
119.28  disposition pursuant to an order of a court, or a disposition 
119.29  for cash on terms requiring that all or substantially all of the 
119.30  net proceeds of disposition be distributed to the members in 
119.31  accordance with their respective membership interests within one 
119.32  year after the date of disposition; 
119.33     (3) a plan of merger to which the limited liability company 
119.34  is a constituent organization; 
119.35     (4) a plan of exchange to which the limited liability 
119.36  company is a party as the organization whose ownership interests 
120.1   will be acquired by the acquiring organization, if the 
120.2   membership interests being acquired are entitled to be voted on 
120.3   the plan; or 
120.4      (5) a plan of conversion under section 302A.683; or 
120.5      (6) any other limited liability company action taken 
120.6   pursuant to a member vote with respect to which the articles of 
120.7   organization, a member control agreement, the bylaws, or a 
120.8   resolution approved by the board of governors directs that 
120.9   dissenting members may obtain payment for their membership 
120.10  interests. 
120.11     Sec. 43.  Minnesota Statutes 2002, section 322B.386, 
120.12  subdivision 3, is amended to read: 
120.13     Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
120.14  be approved by the members and the limited liability company 
120.15  holds a meeting of members, a member who is entitled to dissent 
120.16  under section 322B.383 and who wishes to exercise dissenters' 
120.17  rights must file with the limited liability company before the 
120.18  vote on the proposed action a written notice of intent to demand 
120.19  the fair value of the membership interests owned by the member 
120.20  and must not vote the membership interests in favor of the 
120.21  proposed action. 
120.22     Sec. 44.  Minnesota Statutes 2002, section 322B.386, 
120.23  subdivision 4, is amended to read: 
120.24     Subd. 4.  [NOTICE OF PROCEDURE.] (a) After the proposed 
120.25  action has been approved by the board of governors and, if 
120.26  necessary, the members, the limited liability company shall send 
120.27  to (i) all members who have complied with subdivision 3, (ii) 
120.28  all members who did not sign or consent to a written action that 
120.29  gave effect to the action creating the right to obtain payment 
120.30  under section 322B.383, and to (iii) all members entitled to 
120.31  dissent if no member vote was required, a notice that contains: 
120.32     (1) the address to which a demand for payment must be sent 
120.33  in order to obtain payment and the date by which the demand must 
120.34  be received; 
120.35     (2) a form to be used to certify the date on which the 
120.36  member acquired the membership interests and to demand payment; 
121.1   and 
121.2      (3) a copy of section 322B.383 and this section and a brief 
121.3   description of the procedures to be followed under these 
121.4   sections.  
121.5      (b) In order to receive the fair value of the membership 
121.6   interests, a dissenting member must demand payment within 30 
121.7   days after the notice required by paragraph (a) was given, but 
121.8   the dissenter retains all other rights of a member until the 
121.9   proposed action takes effect. 
121.10     Sec. 45.  Minnesota Statutes 2002, section 322B.40, 
121.11  subdivision 6, is amended to read: 
121.12     Subd. 6.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
121.13  restrictions in the articles of organization or a member control 
121.14  agreement, the power granted in subdivision 5 may be exercised 
121.15  by a resolution or resolutions establishing a class or series, 
121.16  setting forth the designation of the class or series, and fixing 
121.17  the relative rights and preferences of the class or series.  Any 
121.18  of the rights and preferences of a class or series established 
121.19  in the articles of organization, in a member control agreement, 
121.20  or by resolution of the board of governors:  
121.21     (1) may be made dependent upon facts ascertainable outside 
121.22  the articles of organization, or outside the resolution or 
121.23  resolutions establishing the class or series, if the manner in 
121.24  which the facts operate upon the rights and preferences of the 
121.25  class or series is clearly and expressly set forth in the 
121.26  articles of organization or in the resolution or resolutions 
121.27  establishing the class or series; and 
121.28     (2) may incorporate by reference some or all of the terms 
121.29  of any agreements, contracts, or other arrangements entered into 
121.30  by the limited liability company in connection with the 
121.31  establishment of the class or series if the limited liability 
121.32  company retains at its principal executive office a copy of the 
121.33  agreements, contracts, or other arrangements or the portions 
121.34  incorporated by reference.  
121.35     (b) A statement setting forth the name of the limited 
121.36  liability company and the text of the resolution and certifying 
122.1   the adoption of the resolution and the date of adoption must be 
122.2   filed with the secretary of state before the acceptance of any 
122.3   contributions for which the resolution creates rights or 
122.4   preferences not set forth in the articles of organization or a 
122.5   member control agreement.  However, where the members have 
122.6   received notice of the creation of membership interests with 
122.7   rights or preferences not set forth in the articles of 
122.8   organization or a member control agreement before the acceptance 
122.9   of the contributions with respect to the membership interests, 
122.10  the statement may be filed any time within one year after the 
122.11  acceptance of contributions.  The resolution is effective when 
122.12  the statement has been filed with the secretary of state; or, if 
122.13  it is not required to be filed with the secretary of state 
122.14  before the acceptance of contributions, on the date of its 
122.15  adoption by the governors.  
122.16     (c) Filing a statement filed with the secretary of state in 
122.17  accordance with paragraph (b) is not considered an amendment of 
122.18  the articles of organization for purposes of sections 322B.15, 
122.19  322B.155, and 322B.383.  Filing an amendment of such a statement 
122.20  with the secretary of state is considered an amendment of the 
122.21  articles for purposes of sections 322B.15, 322B.155, and 
122.22  322B.383.  
122.23     Sec. 46.  Minnesota Statutes 2002, section 322B.63, is 
122.24  amended to read: 
122.25     322B.63 [CUMULATIVE VOTING FOR GOVERNORS; CUMULATIVE 
122.26  VOTING.] 
122.27     Subdivision 1.  [REQUIRED VOTE.] Unless otherwise provided 
122.28  in the articles, governors are elected by a plurality of the 
122.29  voting power of the membership interests present and entitled to 
122.30  vote on the election of governors at a meeting at which a quorum 
122.31  is present. 
122.32     Subd. 2.  [CUMULATIVE VOTING RIGHTS.] Unless the articles 
122.33  of organization or a member control agreement provide that there 
122.34  is no cumulative voting, and except as provided in section 
122.35  322B.636, subdivision 5, each member entitled to vote for 
122.36  governors has the right to cumulate voting power in the election 
123.1   of governors by giving written notice of intent to cumulate 
123.2   voting power to any manager of the limited liability company 
123.3   before the meeting, or to the presiding manager at the meeting 
123.4   at which the election is to occur at any time before the 
123.5   election of governors at the meeting, in which case: 
123.6      (1) the presiding manager at the meeting shall announce, 
123.7   before the election of governors, that members shall cumulate 
123.8   their voting power; and 
123.9      (2) each member shall cumulate that voting power either by 
123.10  casting for one candidate the amount of voting power equal to 
123.11  the number of governors to be elected multiplied by the voting 
123.12  power represented by the membership interests owned by that 
123.13  member, or by distributing all of that voting power on the same 
123.14  principle among any number of candidates.  
123.15     Subd. 2 3.  [MODIFICATIONS OF CUMULATIVE VOTING.] No 
123.16  amendment to the articles or bylaws that has the effect of 
123.17  denying, limiting, or modifying the right to cumulative voting 
123.18  for members provided in this section may be adopted if the votes 
123.19  of a proportion of the voting power sufficient to elect a 
123.20  governor at an election of the entire board of governors under 
123.21  cumulative voting are cast against the amendment. 
123.22     Sec. 47.  Minnesota Statutes 2002, section 322B.643, 
123.23  subdivision 4, is amended to read: 
123.24     Subd. 4.  [CALLING MEETINGS AND NOTICE.] (a) Unless the 
123.25  articles of organization, a member control agreement, or bylaws 
123.26  provide for a different time period, a governor may call a board 
123.27  meeting by giving at least ten days' notice or, in the case of 
123.28  organizational meetings under section 322B.60, subdivision 2, at 
123.29  least three days' notice to all governors of the date, time, and 
123.30  place of the meeting.  The notice need not state the purpose of 
123.31  the meeting unless the articles, a member control agreement, or 
123.32  bylaws require it.  
123.33     (b) Any notice to a governor given under any provision of 
123.34  this chapter, the articles, a member control agreement, or the 
123.35  bylaws by a form of electronic communication consented to by the 
123.36  governor to whom the notice is given is effective when given.  
124.1   The notice is deemed given if by: 
124.2      (1) facsimile communication, when directed to a telephone 
124.3   number at which the governor has consented to receive notice; 
124.4      (2) electronic mail, when directed to an electronic mail 
124.5   address at which the governor has consented to receive notice; 
124.6   and 
124.7      (3) any other form of electronic communication by which the 
124.8   governor has consented to receive notice, when directed to the 
124.9   governor. 
124.10     (c) Consent by a governor to notice given by electronic 
124.11  communication may be given in writing or by authenticated 
124.12  electronic communication.  Any consent so given may be relied 
124.13  upon until revoked by the governor, provided that no revocation 
124.14  affects the validity of any notice given before receipt of 
124.15  revocation of the consent. 
124.16     Sec. 48.  Minnesota Statutes 2002, section 322B.643, 
124.17  subdivision 6, is amended to read: 
124.18     Subd. 6.  [WAIVER OF NOTICE.] A governor may waive notice 
124.19  of a meeting of the board of governors.  A waiver of notice by a 
124.20  governor entitled to notice is effective whether given before, 
124.21  at, or after the meeting, and whether given in writing, 
124.22  orally, by authenticated electronic communication, or by 
124.23  attendance.  Attendance by a governor at a meeting is a waiver 
124.24  of notice of that meeting, except where the governor objects at 
124.25  the beginning of the meeting to the transaction of business 
124.26  because the meeting is not lawfully called or convened and does 
124.27  not participate in the meeting after the objection.  
124.28     Sec. 49.  Minnesota Statutes 2002, section 322B.77, 
124.29  subdivision 2, is amended to read: 
124.30     Subd. 2.  [MEMBER APPROVAL AND WHEN REQUIRED.] (a) A 
124.31  limited liability company, by affirmative vote of a majority of 
124.32  the governors present, may sell, lease, transfer, or otherwise 
124.33  dispose of all or substantially all of its property and assets, 
124.34  including its good will, not in the usual and regular course of 
124.35  its business, upon those terms and conditions and for those 
124.36  considerations, which may be money, securities, or other 
125.1   instruments for the payment of money or other property, as the 
125.2   board of governors considers expedient, when approved at a 
125.3   regular or special meeting of the members by the affirmative 
125.4   vote of the owners of a majority of the voting power of the 
125.5   interests entitled to vote.  Written notice of the meeting must 
125.6   be given to all members whether or not they are entitled to vote 
125.7   at the meeting.  The written notice must state that a purpose of 
125.8   the meeting is to consider the sale, lease, transfer, or other 
125.9   disposition of all or substantially all of the property and 
125.10  assets of the limited liability company.  
125.11     (b) Member approval is not required under paragraph (a) if, 
125.12  following the sale, lease, transfer, or other disposition of its 
125.13  property and assets, the limited liability company retains a 
125.14  significant continuing business activity.  If a limited 
125.15  liability company retains a business activity that represented 
125.16  at least (i) 25 percent of the limited liability company's total 
125.17  assets at the end of the most recently completed fiscal year and 
125.18  (ii) 25 percent of either income from continuing operations 
125.19  before taxes or revenues from continuing operations for that 
125.20  fiscal year, measured on a consolidated basis with its 
125.21  subsidiaries for each of clauses (i) and (ii), then the limited 
125.22  liability company will conclusively be deemed to have retained a 
125.23  significant continuing business activity. 
125.24     Sec. 50.  [322B.78] [CONVERSION.] 
125.25     A domestic limited liability company may convert to a 
125.26  domestic corporation pursuant to sections 302A.681 to 302A.691. 
125.27                             ARTICLE 15
125.28                      FISCAL YEAR 2005 FUNDING 
125.29     Section 1.  [CHAPTERS 321 AND 322A FILING FEES.] 
125.30     (a) Notwithstanding Minnesota Statutes, section 321.206 and 
125.31  chapter 322A, and effective July 1, 2004, the fee for filing a 
125.32  limited partnership is $200; the fee for filing an amended 
125.33  certificate of limited partnership is $100; the fee for filing a 
125.34  certificate requesting authority to transact business in 
125.35  Minnesota as a foreign limited partnership is $200; and the fee 
125.36  for filing any other record, other than an annual registration 
126.1   prior to revocation of authority to transact business in 
126.2   Minnesota, required or permitted to be delivered for filing on a 
126.3   foreign limited partnership authorized to transact business in 
126.4   Minnesota is $100. 
126.5      (b) This section expires June 30, 2005. 
126.6      Sec. 2.  [APPROPRIATION.] 
126.7      $75,000 is appropriated in fiscal year 2005 from the 
126.8   general fund to the secretary of state for purposes of 
126.9   implementing this act.  This is a onetime appropriation.