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Key: (1) language to be deleted (2) new language

                            CHAPTER 58-S.F.No. 1042 
                  An act relating to limited liability organizations; 
                  modifying name requirements; eliminating a filing 
                  requirement; clarifying when debts arise or accrue for 
                  limited liability partnerships; amending Minnesota 
                  Statutes 1994, sections 319A.02, subdivision 7; 
                  319A.07; 319A.08; 322A.02; 322A.72; 322B.12, 
                  subdivision 1; 323.14, by adding a subdivision; 
                  323.44, by adding a subdivision; and 323.45, 
                  subdivision 1. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
           Section 1.  Minnesota Statutes 1994, section 319A.02, 
        subdivision 7, is amended to read: 
           Subd. 7.  "Corporation" as used in this chapter includes a 
        limited liability company organized under chapter 322B and a 
        limited liability partnership.  With respect to a limited 
        liability company, references in this chapter to articles of 
        incorporation, bylaws, directors, officers, shareholders and 
        shares of stock shall refer to articles of organization, 
        operating agreement, governors, managers, members and membership 
        interests, respectively.  With respect to a limited liability 
        partnership and except as otherwise provided in section 319A.08, 
        references in this chapter to articles of incorporation and 
        bylaws refer to partnership agreement; references to directors, 
        officers, and shareholders refer to partners; and references to 
        shares of stock refer to partnership interests. 
           Sec. 2.  Minnesota Statutes 1994, section 319A.07, is 
        amended to read: 
           319A.07 [CORPORATE NAME.] 
           The corporate name of any corporation organized under 
        sections 319A.01 to 319A.22 shall not be used to imply 
        superiority and, in the case of a corporation, other than a 
        limited liability company, shall end with the word "Chartered," 
        or the word "Limited," or the abbreviation "Ltd.," or the words 
        "Professional Association," or the abbreviation "P.A."  The name 
        of any limited liability company organized under sections 
        319A.01 to 319A.22 and chapter 322B shall end with the words 
        "Professional Limited Liability Company," or the abbreviation 
        "P.L.C.," or the words "Limited Liability Company," or the 
        abbreviation "LLC."  The name of any limited liability 
        partnership organized under sections 319A.01 to 319A.22 and 
        chapter 323 must shall end with the words "Professional Limited 
        Liability Partnership," or the abbreviation "P.L.L.P.," or the 
        words "Limited Liability Partnership," or the abbreviation "LLP."
           Sec. 3.  Minnesota Statutes 1994, section 319A.08, is 
        amended to read: 
           319A.08 [PROFESSIONAL REGULATION.] 
           No professional corporation or foreign professional 
        corporation shall begin to render professional service in the 
        state of Minnesota until it has filed with each board having 
        jurisdiction of professional service of a type which the 
        corporation is authorized to render a copy of its articles of 
        incorporation, except that a limited liability company shall 
        instead file a copy of its articles of organization and a 
        limited liability partnership shall instead file a copy of its 
        registration with the secretary of state pursuant to section 
        323.44.  Except as provided in this section, nothing in sections 
        319A.01 to 319A.22 shall restrict or limit in any manner the 
        authority or duty of a board with respect to persons rendering 
        professional service within the jurisdiction of the board, even 
        if the person is a shareholder, director, officer, employee or 
        agent of a professional corporation or foreign professional 
        corporation and renders professional service through such 
        corporation.  
           Sec. 4.  Minnesota Statutes 1994, section 322A.02, is 
        amended to read: 
           322A.02 [NAME.] 
           (a) The name of each limited partnership as set forth in 
        its certificate of limited partnership: 
           (1) shall contain without abbreviation the words "limited 
        partnership" or the abbreviation "LP"; 
           (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) must be distinguishable from the name of a domestic 
        corporation or limited partnership, whether profit or nonprofit, 
        or a foreign corporation or limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, a limited liability company, whether domestic or 
        foreign, or a name the right to which is reserved or provided 
        for in the manner provided for in sections 302A.117, 322A.03, 
        322B.125, or 333.001 to 333.54, unless there is filed with the 
        certificate a written consent, court decree of prior right, or 
        affidavit of nonuse, of the kind required by section 302A.115, 
        subdivision 1, paragraph (d); and 
           (4) may not contain the following words:  corporation, 
        incorporated. 
           The secretary of state shall determine whether a name is 
        "distinguishable" from 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.  
           (b) A person doing business in this state may contest the 
        subsequent registration of a name with the office of the 
        secretary of state as provided in section 5.22. 
           Sec. 5.  Minnesota Statutes 1994, section 322A.72, is 
        amended to read: 
           322A.72 [NAME.] 
           (a) A foreign limited partnership may register with the 
        secretary of state under any name (whether or not it is the name 
        under which it is registered in its state of organization) that 
        includes without abbreviation the words "limited partnership" or 
        the abbreviation "LP" and that could be registered by a domestic 
        limited partnership. 
           (b) A person doing business in this state may contest the 
        subsequent registration of a name with the office of the 
        secretary of state as provided in section 5.22. 
           Sec. 6.  Minnesota Statutes 1994, section 322B.12, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS AND PROHIBITIONS.] The 
        limited liability company name must: 
           (1) be in the English language or in any other language 
        expressed in English letters or characters; 
           (2) contain the words "limited liability company," or must 
        contain the abbreviation "LLC" or, in the case of an 
        organization formed pursuant to section 319A.03, must contain 
        the words "professional limited liability company," or the 
        abbreviation "PLC" meet the requirements of section 319A.07 
        applicable to a limited liability company; 
           (3) not contain the word corporation or incorporated and 
        must not contain the abbreviation of either or both of these 
        words; 
           (4) not contain a word or phrase that indicates or implies 
        that it is organized for a purpose other than a legal business 
        purpose; and 
           (5) be distinguishable upon the records in the office of 
        the secretary of state from the name of a domestic limited 
        liability company, corporation, or limited partnership, whether 
        profit or nonprofit, or a foreign limited liability company, 
        corporation, or limited partnership authorized or registered to 
        do business in this state, whether profit or nonprofit, or a 
        name the right to which is, at the time of organization, 
        reserved or provided for in sections 302A.117, 317A.117, 
        322A.03, 322B.125, or 333.001 to 333.54, unless there is filed 
        with the articles of organization one of the following: 
           (i) the written consent of the domestic limited liability 
        company, corporation, or limited partnership or foreign limited 
        liability company, corporation, or limited partnership 
        authorized or registered to do business in this state or the 
        holder of a reserved name or a name filed by or registered with 
        the secretary of state under sections 333.001 to 333.54 having a 
        name that is not distinguishable; 
           (ii) a certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to the use 
        of the name in this state; or 
           (iii) the applicant's affidavit that the limited liability 
        company, corporation, or limited partnership with the name that 
        is not distinguishable has been organized, incorporated, or on 
        file in this state for at least three years prior to the 
        affidavit, if it is a domestic limited liability company, 
        corporation, or limited partnership, or has been authorized or 
        registered to do business in this state for at least three years 
        prior to the affidavit, if it is a foreign limited liability 
        company, corporation, or limited partnership, or that the holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54 filed or registered that name at 
        least three years prior to the affidavit, and has not during the 
        three-year period filed any document with the secretary of 
        state; that the applicant has mailed written notice to the 
        limited liability company, corporation, or limited partnership 
        or the holder of a name filed or registered with the secretary 
        of state under sections 333.001 to 333.54 by certified mail, 
        return receipt requested, properly addressed to the registered 
        office of the limited liability company or corporation or in 
        care of the agent of the limited partnership, or the address of 
        the holder of a name filed or registered with the secretary of 
        state under sections 333.001 to 333.54, shown in the records of 
        the secretary of state, that the applicant intends to use a name 
        that is not distinguishable and the notice has been returned to 
        the applicant as undeliverable to the addressee limited 
        liability company, corporation, or limited partnership or holder 
        of a name filed or registered with the secretary of state under 
        sections 333.001 to 333.54; that the applicant, after diligent 
        inquiry, has been unable to find any telephone listing for the 
        limited liability company, corporation, or limited partnership 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the limited liability 
        company or corporation shown in the records of the secretary of 
        state or has been unable to find any telephone listing for the 
        holder of a name filed or registered with the secretary of state 
        under sections 333.001 to 333.54 in the county in which is 
        located the address of the holder shown in the records of the 
        secretary of state; and that the applicant has no knowledge that 
        the limited liability company, corporation, or limited 
        partnership or holder of a name filed or registered with the 
        secretary of state under sections 333.001 to 333.54 is currently 
        engaged in business in this state. 
           Sec. 7.  Minnesota Statutes 1994, section 323.14, is 
        amended by adding a subdivision to read: 
           Subd. 6.  [WHEN DEBTS AND OBLIGATIONS ARISE AND 
        ACCRUE.] For the purposes of this section and section 323.16: 
           (a) All partnership debts and obligations under or relating 
        to a note, contract, or other agreement arise and accrue when 
        the note, contract, or other agreement is entered into. 
           (b) An amendment, modification, extension, or renewal of a 
        note, contract, or other agreement does not affect the time at 
        which a partnership debt or obligation under or relating to that 
        note, contract, or other agreement arises and accrues, even as 
        to a claim that relates to the subject matter of the amendment, 
        modification, extension, or renewal. 
           This subdivision does not affect any law, rule, or period 
        pertaining to any statute of limitations or statute of repose. 
           Sec. 8.  Minnesota Statutes 1994, section 323.44, is 
        amended by adding a subdivision to read: 
           Subd. 8.  [LEGAL STATUS.] For purposes of holding title to 
        or conveying an interest in real or personal property and for 
        all other purposes except as otherwise provided in this chapter, 
        a partnership formed under this chapter remains the same entity: 
           (1) whether the partnership obtains the status of a limited 
        liability partnership under subdivision 1, paragraph (a); 
           (2) whether the status of the partnership as a limited 
        liability partnership terminates by reason of expiration of 
        registration under subdivision 1, paragraph (b), or by reason of 
        voluntary withdrawal of status under subdivision 6; 
           (3) during dissolution of the partnership; and 
           (4) regardless of whether the words "a limited liability 
        partnership," "a professional limited liability partnership," "a 
        general partnership," or the designation "L.L.P.," "LLP," 
        "P.L.L.P.," or "PLLP" are used in an instrument conveying an 
        interest in real or personal property to or from the partnership 
        or in any other writing. 
           Sec. 9.  Minnesota Statutes 1994, section 323.45, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The name of a 
        limited liability partnership must meet all of the requirements 
        of section 302A.115, subdivision 1, except that the acceptable 
        words required by section 302A.115, subdivision 2, are "limited 
        liability partnership" "Limited Liability Partnership" or the 
        abbreviation "L.L.P." "LLP." 
           Sec. 10.  [EFFECTIVE DATE; APPLICATION.] 
           Section 7 is effective the day following final enactment 
        and applies retroactively to all notes, contracts, other 
        agreements, amendments, modifications, extensions, and renewals 
        entered into before, on, or after the effective date. 
           Presented to the governor April 17, 1995 
           Signed by the governor April 19, 1995, 2:14 p.m.