Minnesota Session Laws - 1986, Regular Session

  

                         Laws of Minnesota 1986 

                        CHAPTER 430-H.F.No. 2256 
           An act relating to partnerships; revising the Uniform 
          Limited Partnership Act; stating duties and powers of 
          limited partners and partnerships; amending Minnesota 
          Statutes 1984, sections 322A.01; 322A.02; 322A.05; 
          322A.11; 322A.12; 322A.14; 322A.15; 322A.18; 322A.24; 
          322A.26; 322A.27; 322A.31; 322A.32; 322A.39; 322A.40; 
          322A.41; 322A.45; 322A.47; 322A.49; 322A.52; 322A.58; 
          322A.63; 322A.65; and 322A.70. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1984, section 322A.01, is 
amended to read: 
    322A.01 [DEFINITIONS.] 
    As used in sections 322A.01 to 322A.87, unless the context 
otherwise requires: 
    (1) "Certificate of limited partnership" means the 
certificate referred to in section 322A.11, and the certificate 
as amended or restated. 
    (2) "Contribution" means any cash, property, services 
rendered, or a promissory note or other binding obligation to 
contribute cash or property or to perform services, which a 
partner contributes to a limited partnership in his capacity as 
a partner. 
    (3) "Event of withdrawal of a general partner" means an 
event that causes a person to cease to be a general partner as 
provided in section 322A.32. 
    (4) "Foreign limited partnership" means a partnership 
formed under the laws of any state other than this state and 
having as partners one or more general partners and one or more 
limited partners. 
    (5) "General partner" means a person who has been admitted 
to a limited partnership as a general partner in accordance with 
the partnership agreement and named in the certificate of 
limited partnership as a general partner. 
    (6) "Limited partner" means a person who has been admitted 
to a limited partnership as a limited partner in accordance with 
the partnership agreement and named in the certificate of 
limited partnership as a limited partner. 
    (7) "Limited partnership" and "domestic limited 
partnership" mean a partnership formed by two or more persons 
under the laws of this state and having one or more general 
partners and one or more limited partners. 
    (8) "Partner" means a limited or general partner. 
    (9) "Partnership agreement" means any valid agreement, 
written or oral, of the partners as to the affairs of a limited 
partnership and the conduct of its business. 
    (10) "Partnership interest" means a partner's share of the 
profits and losses of a limited partnership and the right to 
receive distributions of partnership assets. 
    (11) "Person" means a natural person, partnership, limited 
partnership (domestic or foreign), trust, estate, association, 
or corporation. 
    (12) "State" means a state, territory, or possession of the 
United States, the District of Columbia, or the Commonwealth of 
Puerto Rico. 
     Sec. 2.  Minnesota Statutes 1984, section 322A.02, is 
amended to read: 
    322A.02 [NAME.] 
    The name of each limited partnership as set forth in its 
certificate of limited partnership: 
    (1) shall contain without abbreviation the words "limited 
partnership"; 
    (2) may not contain the name of a limited partner unless 
(i) it is also the name of a general partner or the corporate 
name of a corporate general partner, or (ii) the business of the 
limited partnership had been carried on under that name before 
the admission of that limited partner; 
    (3) may not contain any word or phrase indicating or 
implying that it is organized other than for a purpose stated in 
its certificate of limited partnership; 
    (4) may not be the same as, or deceptively similar to, the 
name of a domestic corporation or limited partnership or a 
foreign corporation or limited partnership authorized or 
registered to do business in this state or a name the right to 
which is reserved or provided for in the manner provided for in 
sections 302A.117, 322A.03, or 333.001 to 333.54, unless there 
is filed with the certificate a written consent, court decree of 
prior right, or affidavit of non-use, of the kind required by 
section 302A.115, subdivision 1, paragraph (d); and 
    (5) (4) may not contain the following words:  corporation, 
incorporated. 
    The secretary of state shall determine whether a name is 
"deceptively similar" to another name for purposes of this 
section and section 322A.03.  This section does not abrogate or 
limit the law of unfair competition or unfair practices, nor 
sections 333.001 to 333.54, nor the laws of the United States 
with respect to the right to acquire and protect copyrights, 
trademarks, service names, service marks, or any other rights to 
the exclusive use of names or symbols, nor derogate the common 
law or principles of equity.  
    Sec. 3.  Minnesota Statutes 1984, section 322A.05, is 
amended to read: 
    322A.05 [RECORDS TO BE KEPT.] 
    (a) Each limited partnership shall keep at the office 
referred to in section 322A.04, clause (1), the following: 
    (1) a current list of the full name and last known business 
address of each partner set forth separately identifying the 
general partners in alphabetical order and the limited partners 
in alphabetical order,; 
    (2) a copy of the certificate of limited partnership and 
all certificates of amendment thereto, together with executed 
copies of any powers of attorney pursuant to which any 
certificate has been executed,; 
    (3) copies of the limited partnership's federal, state and 
local income tax returns and reports, if any, for the three most 
recent years, and; 
    (4) copies of any then effective written partnership 
agreements and of any financial statements of the limited 
partnership for the three most recent years; and 
    (5) unless contained in a written partnership agreement, a 
writing setting out: 
    (i) the amount of cash and a description and statement of 
the agreed value of the other property or services contributed 
by each partner and which each partner has agreed to contribute; 
    (ii) the times at which or events on the happening of which 
any additional contributions agreed to be made by each partner 
are to be made; 
    (iii) any right of a partner to receive, or of a general 
partner to make, distributions to a partner which include a 
return of all or any part of the partner's contribution; and 
    (iv) any events upon the happening of which the limited 
partnership is to be dissolved and its affairs wound up. 
    Those (b) Records kept under this section are subject to 
inspection and copying at the reasonable request, and at the 
expense, of any partner during ordinary business hours. 
    Sec. 4.  Minnesota Statutes 1984, section 322A.11, is 
amended to read: 
    322A.11 [CERTIFICATE OF LIMITED PARTNERSHIP.] 
    (a) In order to form a limited partnership two or more 
persons must execute a certificate of limited partnership.  The 
certificate shall be must be executed and filed in the office of 
the secretary of state and.  The certificate shall set forth: 
    (1) the name of the limited partnership; 
    (2) the general character of its business; 
    (3) the address of the office and the name and address of 
the agent for service of process required to be maintained by 
section 322A.04; 
    (4) (3) the name and the business address of each general 
partner (specifying separately the general partners and limited 
partners); 
    (5) the amount of cash and a description and statement of 
the agreed value of the other property or services contributed 
by each partner and which each partner has agreed to contribute 
in the future; 
    (6) the times at which or events on the happening of which 
any additional contributions agreed to be made by each partner 
are to be made; 
    (7) any power of a limited partner to grant the right to 
become a limited partner to an assignee of any part of his 
partnership interest, and the terms and conditions of the power; 
    (8) if agreed upon, the time at which or the events on the 
happening of which a partner may terminate his membership in the 
limited partnership and the amount of, or the method of 
determining, the distribution to which he may be entitled 
respecting his partnership interest, and the terms and 
conditions of the termination and distribution; 
    (9) any right of a partner to receive distributions of 
property, including cash from the limited partnership; 
    (10) any right of a partner to receive, or of a general 
partner to make, distributions to a partner which include a 
return of all or any part of the partner's contribution; 
    (11) any time at which or events upon the happening of 
which the limited partnership is to be dissolved and its affairs 
wound up; 
    (12) any right of the remaining general partners to 
continue the business on the happening of an event of withdrawal 
of a general partner; and 
     (4) the latest date upon which the limited partnership is 
to dissolve; and 
    (13) (5) any other matters the partners determine to 
include therein. 
    (b) A limited partnership is formed at the time of the 
filing of the certificate of limited partnership in the office 
of the secretary of state or at any later time specified in the 
certificate of limited partnership if, in either case, there has 
been substantial compliance with the requirements of this 
section. 
    Sec. 5.  Minnesota Statutes 1984, section 322A.12, is 
amended to read: 
    322A.12 [AMENDMENT TO CERTIFICATE.] 
    (a) A certificate of limited partnership is amended by 
filing a certificate of amendment thereto in the office of the 
secretary of state.  The certificate shall set forth: 
    (1) the name of the limited partnership; 
    (2) the date of filing the certificate; and 
    (3) the amendment to the certificate. 
    (b) Within 30 days after the happening of any of the 
following events, an amendment to a certificate of limited 
partnership reflecting the occurrence of the event or events 
shall be filed: 
    (1) a change in the amount or character of the contribution 
of any partner, or in any partner's obligation to make a 
contribution; 
    (2) the admission of a new general partner; 
    (3) (2) the withdrawal of a general partner; or 
    (4) (3) the continuation of the business under section 
322A.63 after an event of withdrawal of a general partner. 
    (c) A general partner who becomes aware that any statement 
in a certificate of limited partnership was false when made or 
that any arrangements or other facts described have changed, 
making the certificate inaccurate in any respect, shall promptly 
amend the certificate, but an amendment to show a change of 
address of a limited partner need be filed only once every 12 
months. 
    (d) A certificate of limited partnership may be amended at 
any time for any other proper purpose the general partners 
determine. 
    (e) No person has any liability because an amendment to a 
certificate of limited partnership has not been filed to reflect 
the occurrence of any event referred to in subsection (b) if the 
amendment is filed within the 30-day period specified in 
subsection (b). 
     (f) A restated certificate of limited partnership may be 
executed and filed in the same manner as a certificate of 
amendment. 
    Sec. 6.  Minnesota Statutes 1984, section 322A.14, is 
amended to read: 
     322A.14 [EXECUTION OF CERTIFICATES.] 
    (a) Each certificate required by sections 322A.11 to 
322A.19 to be filed in the office of the secretary of state 
shall be executed in the following manner: 
    (1) an original certificate of limited partnership must be 
signed by all general partners named therein; 
    (2) a certificate of amendment must be signed by at least 
one general partner and by each other general partner designated 
in the certificate as a new general partner or whose 
contribution is described as having been increased; and 
    (3) a certificate of cancellation must be signed by all 
general partners. 
    (b) Any person may sign a certificate by an 
attorney-in-fact, but a power of attorney to sign a certificate 
relating to the admission, or increased contribution, of a 
general partner must specifically describe the admission or 
increase. 
    (c) The execution of a certificate by a general partner 
constitutes an affirmation under the penalties of perjury that 
the facts stated therein are true.  
    Sec. 7.  Minnesota Statutes 1984, section 322A.15, is 
amended to read: 
    322A.15 [AMENDMENT OR CANCELLATION EXECUTION BY JUDICIAL 
ACT.] 
    If a person required by section 322A.14 to execute a any 
certificate of amendment or cancellation fails or refuses to do 
so, any other partner, and any assignee of a partnership 
interest, person who is adversely affected by the failure or 
refusal, may petition the district court to direct the amendment 
or cancellation execution of the certificate.  If the court 
finds that the amendment or cancellation it is proper for the 
certificate to be executed and that any person so designated has 
failed or refused to execute the certificate, it shall order the 
secretary of state to record an appropriate certificate of 
amendment or cancellation. 
    Sec. 8.  Minnesota Statutes 1984, section 322A.18, is 
amended to read: 
    322A.18 [SCOPE OF NOTICE.] 
    The fact that a certificate of limited partnership is on 
file in the office of the secretary of state is notice that the 
partnership is a limited partnership and the persons designated 
therein as limited general partners are limited general 
partners, but it is not notice of any other fact. 
    Sec. 9.  Minnesota Statutes 1984, section 322A.24, is 
amended to read: 
    322A.24 [ADMISSION OF ADDITIONAL LIMITED PARTNERS.] 
    (a) A person becomes a limited partner on the later of: 
    (1) the date the original certificate of limited 
partnership is filed; or 
    (2) the date stated in the records of the limited 
partnership as the date that person becomes a limited partner. 
    (b) After the filing of a limited partnership's original 
certificate of limited partnership, a person may be admitted as 
an additional limited partner: 
    (1) in the case of a person acquiring a partnership 
interest directly from the limited partnership, upon the 
compliance with the partnership agreement or, if the partnership 
agreement does not so provide, upon the written consent of all 
partners; and 
    (2) in the case of an assignee of a partnership interest of 
a partner who has the power, as provided in section 322A.58, to 
grant the assignee the right to become a limited partner, upon 
the exercise of that power and compliance with any conditions 
limiting the grant or exercise of the power. 
    (b) In each case under subsection (a), the person acquiring 
the partnership interest becomes a limited partner only upon 
amendment of the certificate of limited partnership reflecting 
that fact. 
    Sec. 10.  Minnesota Statutes 1984, section 322A.26, is 
amended to read: 
    322A.26 [LIABILITY TO THIRD PARTIES.] 
    (a) Except as provided in subsection (d), a limited partner 
is not liable for the obligations of a limited partnership 
unless he is also a general partner or, in addition to the 
exercise of his rights and powers as a limited partner, he takes 
part participates in the control of the business.  However, if 
the limited partner's participation partner participates in the 
control of the business is not substantially the same as the 
exercise of the powers of a general partner, he is liable only 
to persons who transact business with the limited 
partnership with actual knowledge of his participation in 
control reasonably believing, based upon the limited partner's 
conduct, that the limited partner is a general partner. 
    (b) A limited partner does not participate in the control 
of the business within the meaning of subsection (a) solely by 
doing one or more of the following: 
    (1) being a contractor for or an agent or employee of the 
limited partnership or of a general partner, or being an 
officer, director, or shareholder of a general partner that is a 
corporation; 
    (2) consulting with and advising a general partner with 
respect to the business of the limited partnership; 
    (3) acting as surety for the limited partnership or 
guaranteeing or assuming one or more specific obligations of the 
limited partnership; 
    (4) approving or disapproving an amendment to the 
partnership agreement taking any action required or permitted by 
law to bring or pursue a derivative action in the right of the 
limited partnership; or 
    (5) voting on one or more of the following 
matters:  requesting or attending a meeting of partners; 
    (6) proposing, approving, or disapproving, by voting or 
otherwise, one or more of the following matters: 
    (i) the dissolution and winding up of the limited 
partnership; 
    (ii) the sale, exchange, lease, mortgage, pledge, or other 
transfer of all or substantially all of the assets of the 
limited partnership other than in the ordinary course of its 
business; 
    (iii) the incurrence of indebtedness by the limited 
partnership other than in the ordinary course of its business; 
    (iv) a change in the nature of the business; or 
    (v) the admission or removal of a general partner.; 
    (vi) the admission or removal of a limited partner;  
     (vii) a transaction involving an actual or potential 
conflict of interest between a general partner and the limited 
partnership or the limited partners; 
    (viii) an amendment to the partnership agreement or 
certificate of limited partnership; or 
    (ix) matters related to the business of the limited 
partnership not otherwise enumerated in this subsection (b), 
which the partnership agreement states in writing may be subject 
to the approval or disapproval of limited partners; 
    (7) winding up the limited partnership pursuant to section 
322A.65; or 
    (8) exercising any right or power permitted to limited 
partners under sections 322A.01 to 322A.87 and not specifically 
enumerated in this subsection (b). 
    (c) The enumeration in subsection (b) does not mean that 
the possession or exercise of any other powers by a limited 
partner constitutes participation by him in the business of the 
limited partnership. 
    (d) A limited partner who knowingly permits his name to be 
used in the name of the limited partnership, except under 
circumstances permitted by section 322A.02, clause (2)(i), is 
liable to creditors who extend credit to the limited partnership 
without actual knowledge that the limited partner is not a 
general partner. 
    Sec. 11.  Minnesota Statutes 1984, section 322A.27, is 
amended to read: 
    322A.27 [PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED 
PARTNER.] 
    (a) Except as provided in subsection (b), a person who 
makes a contribution to a business enterprise and erroneously 
but in good faith believes that he has become a limited partner 
in the enterprise is not a general partner in the enterprise and 
is not bound by its obligations by reason of making the 
contribution, receiving distributions from the enterprise, or 
exercising any rights of a limited partner, if, on ascertaining 
the mistake, he: 
    (1) causes an appropriate certificate of limited 
partnership or a certificate of amendment to be executed and 
filed; or 
    (2) withdraws from future equity participation in the 
enterprise by executing and filing in the office of the 
secretary of state a certificate declaring withdrawal under this 
section. 
    (b) A person who makes a contribution of the kind described 
in subsection (a) is liable as a general partner to any third 
party who transacts business with the enterprise (i) before the 
person withdraws and an appropriate certificate is filed to show 
withdrawal, or (ii) before an appropriate certificate is filed 
to show his status as a limited partner and, in the case of an 
amendment, after expiration of the 30-day period for filing an 
amendment relating to the person as a limited partner under 
section 322A.12 that he is not a general partner, but in either 
case only if the third party actually believed in good faith 
that the person was a general partner at the time of the 
transaction. 
    Sec. 12.  Minnesota Statutes 1984, section 322A.31, is 
amended to read: 
    322A.31 [ADMISSION OF ADDITIONAL GENERAL PARTNERS.] 
    After the filing of a limited partnership's original 
certificate of limited partnership, additional general partners 
may be admitted only as provided in writing in the partnership 
agreement or, if the partnership agreement does not provide in 
writing for the admission of additional general partners, with 
the specific written consent of each partner all partners. 
    Sec. 13.  Minnesota Statutes 1984, section 322A.32, is 
amended to read: 
    322A.32 [EVENTS OF WITHDRAWAL.] 
    Except as approved by the specific written consent of all 
partners at the time, a person ceases to be a general partner of 
a limited partnership upon the happening of any of the following 
events: 
    (1) the general partner withdraws from the limited 
partnership as provided in section 322A.46; 
    (2) the general partner ceases to be a member of the 
limited partnership as provided in section 322A.56; 
    (3) the general partner is removed as a general partner in 
accordance with the partnership agreement; 
    (4) unless otherwise provided in writing in the certificate 
of limited partnership agreement, the general partner: 
    (i) makes an assignment for the benefit of creditors; 
    (ii) files a voluntary petition in bankruptcy; 
    (iii) is adjudicated a bankrupt or insolvent; 
    (iv) files a petition or answer seeking for himself any 
reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar relief under any statute, 
law, or regulation; 
    (v) files an answer or other pleading admitting or failing 
to contest the material allegations of a petition filed against 
him in any proceeding of this nature; or 
    (vi) seeks, consents to, or acquiesces in the appointment 
of a trustee, receiver, or liquidator of the general partner or 
of all or any substantial part of his properties; 
    (5) unless otherwise provided in writing in the certificate 
of limited partnership agreement, 120 days after the 
commencement of any proceeding against the general partner 
seeking reorganization, arrangement, composition, readjustment, 
liquidation, dissolution or similar relief under any statute, 
law, or regulation, the proceeding has not been dismissed, or if 
within 90 days after the appointment without his consent or 
acquiescence of a trustee, receiver, or liquidator of the 
general partner or of all or any substantial part of his 
properties, the appointment is not vacated or stayed or within 
90 days after the expiration of any such stay, the appointment 
is not vacated; 
    (6) in the case of a general partner who is a natural 
person: 
    (i) his death; or 
    (ii) the entry by a court of competent jurisdiction 
adjudicating him incompetent to manage his person or his estate; 
    (7) in the case of a general partner who is acting as a 
general partner by virtue of being a trustee of a trust, the 
termination of the trust (but not merely the substitution of a 
new trustee); 
    (8) in the case of a general partner that is a separate 
partnership, the dissolution and commencement of winding up of 
the separate partnership; 
    (9) in the case of a general partner that is a corporation, 
the filing of a certificate of dissolution, or its equivalent, 
for the corporation or the revocation of its charter; or 
    (10) in the case of an estate, the distribution by the 
fiduciary of the estate's entire interest in the partnership. 
    Sec. 14.  Minnesota Statutes 1984, section 322A.39, is 
amended to read: 
    322A.39 [LIABILITY FOR CONTRIBUTION.] 
    (a) No promise by a limited partner to contribute to the 
limited partnership is enforceable unless set out in a writing 
signed by the limited partner. 
    (b) Except as provided in the certificate of limited 
partnership agreement, a partner is obligated to the limited 
partnership to perform any enforceable promise to contribute 
cash or property or to perform services, even if he is unable to 
perform because of death, disability or any other reason. If a 
partner does not make the required contribution of property or 
services, he is obligated at the option of the limited 
partnership to contribute cash equal to that portion of the 
value (as stated in the certificate of limited partnership 
records required to be kept pursuant to section 322A.05) of the 
stated contribution that has not been made. 
    (b) (c) Unless otherwise provided in the partnership 
agreement, the obligation of a partner to make a contribution or 
return money or other property paid or distributed in violation 
of sections 322A.01 to 322A.87 may be compromised only by 
consent of all the partners.  Notwithstanding the compromise, a 
creditor of a limited partnership who extends credit, or whose 
claim arises otherwise acts in reliance on that obligation, 
after the filing of the certificate of limited partnership or an 
amendment thereto partner signs a writing which, in either case, 
reflects the obligation, and before the amendment or 
cancellation thereof to reflect the compromise, may enforce the 
original obligation. 
    Sec. 15.  Minnesota Statutes 1984, section 322A.40, is 
amended to read: 
    322A.40 [SHARING OF PROFITS AND LOSSES.] 
    The profits and losses of a limited partnership shall be 
allocated among the partners, and among classes of partners, in 
the manner provided in writing in the partnership agreement.  If 
the partnership agreement does not so provide in writing, 
profits and losses shall be allocated on the basis of the value 
(as stated in the certificate of limited partnership records 
required to be kept pursuant to section 322A.05) of the 
contributions made by each partner to the extent they have been 
received by the partnership and have not been returned. 
    Sec. 16.  Minnesota Statutes 1984, section 322A.41, is 
amended to read: 
    322A.41 [SHARING OF DISTRIBUTIONS.] 
    Distributions of cash or other assets of a limited 
partnership shall be allocated among the partners, and among 
classes of partners, in the manner provided in writing in the 
partnership agreement.  If the partnership agreement does not so 
provide in writing, distributions shall be made on the basis of 
the value (as stated in the certificate of limited partnership 
records required to be kept pursuant to section 322A.05) of the 
contributions made by each partner to the extent they have been 
received by the partnership and have not been returned. 
    Sec. 17.  Minnesota Statutes 1984, section 322A.45, is 
amended to read: 
    322A.45 [INTERIM DISTRIBUTIONS.] 
    Except as provided in sections 322A.45 to 322A.52, a 
partner is entitled to receive distributions from a limited 
partnership before his withdrawal from the limited partnership 
and before the dissolution and winding up thereof: 
    (1) to the extent and at the times or upon the happening of 
the events specified in the partnership agreement; and 
    (2) if any distribution constitutes a return of any part of 
his contribution under section 322A.52, subsection (b), to the 
extent and at the times or upon the happening of the events 
specified in the certificate of limited partnership. 
    Sec. 18.  Minnesota Statutes 1984, section 322A.47, is 
amended to read: 
    322A.47 [WITHDRAWAL OF LIMITED PARTNER.] 
    A limited partner may withdraw from a limited partnership 
at the time or upon the happening of events specified in the 
certificate of limited partnership and in accordance 
with writing in the partnership agreement.  If the certificate 
agreement does not specify in writing the time or the events 
upon the happening of which a limited partner may withdraw or a 
definite time for the dissolution and winding up of the limited 
partnership, a limited partner may withdraw upon not less than 
six months' prior written notice to each general partner at his 
address on the books of the limited partnership at its office in 
this state. 
    Sec. 19.  Minnesota Statutes 1984, section 322A.49, is 
amended to read: 
    322A.49 [DISTRIBUTION IN KIND.] 
    Except as provided in writing in the certificate of limited 
partnership agreement, a partner, regardless of the nature of 
his contribution, has no right to demand and receive any 
distribution from a limited partnership in any form other than 
cash.  Except as provided in writing in the partnership 
agreement, a partner may not be compelled to accept a 
distribution of any asset in kind from a limited partnership to 
the extent that the percentage of the asset distributed to him 
exceeds a percentage of that asset which is equal to the 
percentage in which he shares in distributions from the limited 
partnership. 
    Sec. 20.  Minnesota Statutes 1984, section 322A.52, is 
amended to read: 
    322A.52 [LIABILITY UPON RETURN OF CONTRIBUTION.] 
    (a) If a partner has received the return of any part of his 
contribution without violation of the partnership agreement or 
sections 322A.01 to 322A.87, he is liable to the limited 
partnership for a period of one year thereafter for the amount 
of the returned contribution, but only to the extent necessary 
to discharge the limited partnership's liabilities to creditors 
who extended credit to the limited partnership during the period 
the contribution was held by the partnership. 
    (b) If a partner has received the return of any part of his 
contribution in violation of the partnership agreement or 
sections 322A.01 to 322A.87, he is liable to the limited 
partnership for a period of six years thereafter for the amount 
of the contribution wrongfully returned. 
    (c) A partner receives a return of his contribution to the 
extent that a distribution to him reduces his share of the fair 
value of the net assets of the limited partnership below the 
value (as set forth in the certificate of limited partnership 
records required to be kept pursuant to section 322A.05) of his 
contribution which has not been distributed to him. 
    Sec. 21.  Minnesota Statutes 1984, section 322A.58, is 
amended to read: 
    322A.58 [RIGHT OF ASSIGNEE TO BECOME LIMITED PARTNER.] 
    (a) An assignee of a partnership interest, including an 
assignee of a general partner, may become a limited partner if 
and to the extent that (1) the assignor gives the assignee that 
right in accordance with authority described in the certificate 
of limited partnership agreement, or (2) all other partners 
consent. 
    (b) An assignee who has become a limited partner has, to 
the extent assigned, the rights and powers, and is subject to 
the restrictions and liabilities, of a limited partner under the 
partnership agreement and sections 322A.01 to 322A.87.  An 
assignee who becomes a limited partner also is liable for the 
obligations of his assignor to make and return contributions as 
provided in sections 322A.45 322A.38 to 322A.52.  However, the 
assignee is not obligated for liabilities unknown to the 
assignee at the time he became a limited partner and which could 
not be ascertained from the certificate of limited partnership. 
    (c) If an assignee of a partnership interest becomes a 
limited partner, the assignor is not released from his liability 
to the limited partnership under sections 322A.17 and 322A.39. 
    Sec. 22.  Minnesota Statutes 1984, section 322A.63, is 
amended to read: 
    322A.63 [NONJUDICIAL DISSOLUTION.] 
    A limited partnership is dissolved and its affairs shall be 
wound up upon the happening of the first to occur of the 
following: 
    (1) at the time or specified in the certificate of limited 
partnership; 
    (2) upon the happening of events specified in writing in 
the certificate of limited partnership agreement; 
    (2) (3) written consent of all partners; 
    (3) (4) an event of withdrawal of a general partner unless 
at the time there is at least one other general partner and the 
certificate of limited written provisions of the partnership 
permits permit the business of the limited partnership to be 
carried on by the remaining general partner and that partner 
does so, but the limited partnership is not dissolved and is not 
required to be wound up by reason of any event of withdrawal, 
if, within 90 days after the withdrawal, all partners agree in 
writing to continue the business of the limited partnership and 
to the appointment of one or more additional general partners if 
necessary or desired; or 
    (4) (5) entry of a decree of judicial dissolution under 
section 322A.64. 
    Sec. 23.  Minnesota Statutes 1984, section 322A.65, is 
amended to read: 
    322A.65 [WINDING UP.] 
    (a) Except as provided in the partnership agreement, the 
general partners who have not wrongfully dissolved a limited 
partnership or, if none, the limited partners, may wind up the 
limited partnership's affairs; but the district court may wind 
up the limited partnership's affairs upon application of any 
partner, his legal representative, or assignee. 
    (b) Where a limited partnership has by its own terms 
terminated, or it has been dissolved or otherwise terminated, 
the general partners or any general partner last acting in that 
capacity has authority, without court approval, to execute 
necessary or appropriate instruments of conveyance of real 
estate and mortgage satisfactions. 
    Sec. 24.  Minnesota Statutes 1984, section 322A.70, is 
amended to read: 
    322A.70 [REGISTRATION.] 
    Before transacting business in this state, a foreign 
limited partnership shall register with the secretary of state.  
In order to register, a foreign limited partnership shall submit 
to the secretary of state, in duplicate, an application for 
registration as a foreign limited partnership, signed and sworn 
to by a general partner and setting forth: 
    (1) the name of the foreign limited partnership and, if 
different, the name under which it proposes to register and 
transact business in this state; 
    (2) the state and date of its formation; 
    (3) the general character of the business it proposes to 
transact in this state; 
    (4) the name and address of any agent for service of 
process on the foreign limited partnership whom the foreign 
limited partnership elects to appoint; the agent must be an 
individual resident of this state, a domestic corporation, or a 
foreign corporation having a place of business in, and 
authorized to do business in, this state; 
    (5) (4) a statement that the secretary of state is 
appointed the agent of the foreign limited partnership for 
service of process if no agent has been appointed under 
paragraph (4) or, if appointed, the agent's authority has been 
revoked or if the agent cannot be found or served with the 
exercise of reasonable diligence; 
    (6) (5) the address of the office required to be maintained 
in the state of its organization by the laws of that state or, 
if not so required, of the principal office of the foreign 
limited partnership; and 
    (7) if the certificate of limited partnership filed in the 
foreign limited partnership's state of organization is not 
required to include the names and business addresses of the 
partners, a list of the names and addresses 
     (6) the name and business address of each general partner; 
and 
     (7) the address of the office at which is kept a list of 
the names and addresses of the limited partners and their 
capital contributions, together with an undertaking by the 
foreign limited partnership to keep those records until the 
foreign limited partnership's registration in this state is 
canceled or withdrawn. 
    Approved March 24, 1986