Office of the Revisor of Statutes
Minnesota Session Laws - 1997, Regular Session
Key: (1) language to be deleted (2) new language
CHAPTER 174-S.F.No. 298
An act relating to partnerships; enacting the Uniform
Partnership Act of 1994; providing for limited
liability partnerships; amending Laws 1997, chapter
22, article 1, section 6, subdivision 3; proposing
coding for new law in Minnesota Statutes, chapter
322A; proposing coding for new law as Minnesota
Statutes, chapter 323A; repealing Minnesota Statutes
1996, sections 323.01; 323.02, subdivisions 1, 2, 3,
4, 5, 6, 7, and 8; 323.03; 323.04; 323.05; 323.06;
323.07; 323.08; 323.09; 323.10; 323.11; 323.12;
323.13; 323.14; 323.15; 323.16; 323.17; 323.18;
323.19; 323.20; 323.21; 323.22; 323.23; 323.24;
323.25; 323.26; 323.27; 323.28; 323.29; 323.30;
323.31; 323.32; 323.33; 323.34; 323.35; 323.36;
323.37; 323.38; 323.39; 323.40; 323.41; 323.42;
323.43; 323.44; 323.45; 323.46; and 323.47.
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:
ARTICLE 1
GENERAL PROVISIONS
Section 1. [323A.1-01] [DEFINITIONS.]
In this chapter:
(1) "Business" includes every trade, occupation, and
profession.
(2) "Debtor in bankruptcy" means a person who is the
subject of:
(i) an order for relief under Title 11 of the United States
Code or a comparable order under a successor statute of general
application; or
(ii) a comparable order under federal, state, or foreign
law governing insolvency.
(3) "Distribution" means a transfer of money or other
property from a partnership to a partner in the partner's
capacity as a partner or to the partner's transferee.
(4) "Executed" means signed.
(5) "Filed" or "filed with the secretary of state" means
that a document meeting the applicable requirements of this
chapter, signed, and accompanied by a filing fee of $135, has
been delivered to the secretary of state. The secretary of
state shall endorse on the document the word "Filed" and the
month, day, and year of filing; record the document in the
office of the secretary of state; and return a document to the
person who delivered it for filing.
(6) "Foreign limited liability partnership" means a
partnership that:
(i) is formed under laws other than the laws of this state;
and
(ii) has the status of a limited liability partnership
under those laws.
(7) "Limited liability partnership" means a partnership
that has filed a statement of qualification under section
323A.10-01 and does not have a similar statement in effect in
any other jurisdiction.
(8) "Partnership" means an association of two or more
persons to carry on as co-owners a business for profit,
including a limited liability partnership, formed under section
323A.2-02, predecessor law, or comparable law of another
jurisdiction.
(9) "Partnership agreement" means the agreement, whether
written, oral, or implied, among the partners concerning the
partnership, including amendments to the partnership agreement.
(10) "Partnership at will" means a partnership in which the
partners have not agreed to remain partners until the expiration
of a definite term or the completion of a particular undertaking.
(11) "Partnership interest" or "partner's interest in the
partnership" means all of a partner's interests in the
partnership, including the partner's transferable interest and
all management and other rights.
(12) "Person" means an individual, corporation, business
trust, estate, trust, partnership, association, joint venture,
government, governmental subdivision, agency, or
instrumentality, or any other legal or commercial entity.
(13) "Property" means all property, real, personal, or
mixed, tangible or intangible, or any interest in property.
(14) "Record," "recorded," and "recording" mean that a
certified copy of a statement meeting the applicable
requirements of this chapter as filed with the secretary of
state has been delivered to and filed in the office of the
county recorder or registrar of titles, whichever office
maintains the records for the real property affected by such
statement and, if the real property is registered land under
chapter 508 or 508A, that the statement is memorialized on the
certificate of title for the affected real property.
(15) "Signed" means that:
(i) the signature of a person has been written on a
document, as provided in section 645.44, subdivision 14; and
(ii) with respect to a document that may be filed with the
secretary of state, the document has been signed by a person
authorized to do so by this chapter, by the partnership
agreement, or by a resolution approved as provided in the
partnership agreement.
A signature on a document may be a facsimile affixed,
engraved, printed, placed, stamped with indelible ink,
transmitted by facsimile or electronically, or in any other
manner reproduced on the document.
(16) "State" means a state of the United States, the
District of Columbia, the Commonwealth of Puerto Rico, or any
territory or insular possession subject to the jurisdiction of
the United States.
(17) "Statement" means a statement of partnership authority
under section 323A.3-03, a statement of denial under section
323A.3-04, a statement of dissociation under section 323A.7-04,
a statement of dissolution under section 323A.8-05, a statement
of merger under section 323A.9-07, a statement of qualification
under section 323A.10-01, a statement of foreign qualification
under section 323A.11-02, or an amendment or cancellation of any
of the foregoing.
(18) "Transfer" includes an assignment, conveyance, lease,
mortgage, deed, and encumbrance.
Sec. 2. [323A.1-02] [KNOWLEDGE AND NOTICE.]
(a) A person knows a fact if the person has actual
knowledge of it.
(b) A person has notice of a fact if the person:
(1) knows of it;
(2) has received a notification of it; or
(3) has reason to know it exists from all of the facts
known to the person at the time in question.
(c) A person notifies or gives a notification to another by
taking steps reasonably required to inform the other person in
ordinary course, whether or not the other person learns of it.
(d) A person receives a notification when the notification:
(1) comes to the person's attention; or
(2) is duly delivered at the person's place of business or
at any other place held out by the person as a place for
receiving communications.
(e) Except as otherwise provided in subsection (f), a
person other than an individual knows, has notice, or receives a
notification of a fact for purposes of a particular transaction
when the individual conducting the transaction knows, has
notice, or receives a notification of the fact, or in any event
when the fact would have been brought to the individual's
attention if the person had exercised reasonable diligence. The
person exercises reasonable diligence if it maintains reasonable
routines for communicating significant information to the
individual conducting the transaction and there is reasonable
compliance with the routines. Reasonable diligence does not
require an individual acting for the person to communicate
information unless the communication is part of the individual's
regular duties or the individual has reason to know of the
transaction and that the transaction would be materially
affected by the information.
(f) A partner's knowledge, notice, or receipt of a
notification of a fact relating to the partnership is effective
immediately as knowledge by, notice to, or receipt of a
notification by the partnership, except in the case of a fraud
on the partnership committed by or with the consent of that
partner.
Sec. 3. [323A.1-03] [EFFECT OF PARTNERSHIP AGREEMENT;
NONWAIVABLE PROVISIONS.]
(a) Except as otherwise provided in subsection (b),
relations among the partners and between the partners and the
partnership are governed by the partnership agreement. To the
extent the partnership agreement does not otherwise provide,
this chapter governs relations among the partners and between
the partners and the partnership.
(b) The partnership agreement may not:
(1) vary the rights and duties under section 323A.1-05
except to eliminate the duty to provide copies of statements to
all of the partners;
(2) unreasonably restrict the right of access to books and
records under section 323A.4-03(b);
(3) eliminate the duty of loyalty under section 323A.4-04(b)
or 323A.6-03(b)(3), but:
(i) the partnership agreement may identify specific types
or categories of activities that do not violate the duty of
loyalty, if not manifestly unreasonable; or
(ii) all of the partners or a number or percentage
specified in the partnership agreement may authorize or ratify,
after full disclosure of all material facts, a specific act or
transaction that otherwise would violate the duty of loyalty;
(4) unreasonably reduce the duty of care under section
323A.4-04(c) or 323A.6-03(b)(3);
(5) eliminate the obligation of good faith and fair dealing
under section 323A.4-04(d), but the partnership agreement may
prescribe the standards by which the performance of the
obligation is to be measured, if the standards are not
manifestly unreasonable;
(6) vary the power to dissociate as a partner under section
323A.6-02(a), except to require the notice under section
323A.6-01(1), to be in writing;
(7) vary the right of a court to expel a partner in the
events specified in section 323A.6-01(5);
(8) vary the requirement to wind up the partnership
business in cases specified in section 323A.8-01(4), (5), or
(6);
(9) vary the law applicable to a limited liability
partnership under section 323A.1-06(b); or
(10) restrict rights of third parties under this chapter.
Sec. 4. [323A.1-04] [SUPPLEMENTAL PRINCIPLES OF LAW.]
(a) Unless displaced by particular provisions of this
chapter, the principles of law and equity supplement this
chapter.
(b) If an obligation to pay interest arises under this
chapter and the rate is not specified, the rate is that
specified in chapter 334.
Sec. 5. [323A.1-05] [EXECUTION, FILING, AND RECORDING OF
STATEMENTS.]
(a) A statement may be filed in the office of the secretary
of state. A certified copy of a statement that is filed in an
office in another state may be filed in the office of the
secretary of state. Either filing has the effect provided in
this chapter with respect to partnership property located in or
transactions that occur in this state.
(b) A certified copy of a statement that has been filed and
has been recorded has the effect provided for recorded
statements in this chapter. A recorded statement that is not a
certified copy of a statement filed in the office of the
secretary of state does not provide knowledge or notice and does
not have the effect provided for recorded statements in this
chapter.
(c) A statement filed by a partnership must be executed by
at least two partners. Other statements must be executed by a
partner or other person authorized by this chapter. An
individual who executes a statement as, or on behalf of, a
partner or other person named as a partner in a statement shall
personally declare under penalty of perjury that the contents of
the statement are accurate.
(d) A person authorized by this chapter to file a statement
may amend or cancel the statement by filing an amendment or
cancellation that names the partnership, identifies the
statement, and states the substance of the amendment or
cancellation.
(e) A person who files a statement pursuant to this section
shall promptly send a copy of the statement to every nonfiling
partner and to any other person named as a partner in the
statement. Failure to send a copy of a statement to a partner
or other person does not limit the effectiveness of the
statement as to a person not a partner.
(f) A statement will be filed as a supplement to any
limited liability partnership registration on file, or if no
registration has been filed, as a supplement to any assumed name
filing for the partnership pursuant to sections 333.001 to
333.06. If there is neither a limited liability partnership
registration nor an assumed name on file, the person filing the
statement must also file one of the following:
(i) a limited liability partnership statement of
qualification on behalf of the partnership; or
(ii) an assumed name filing on behalf of the partners
pursuant to sections 333.001 to 333.06.
Sec. 6. [323A.1-06] [GOVERNING LAW.]
(a) Except as otherwise provided in subsection (b), the law
of the jurisdiction in which a partnership has its chief
executive office governs relations among the partners and
between the partners and the partnership.
(b) The law of this state governs relations among the
partners and between the partners and the partnership and the
liability of partners for an obligation of a limited liability
partnership.
Sec. 7. [323A.1-07] [PARTNERSHIP SUBJECT TO AMENDMENT OR
REPEAL OF CHAPTER.]
A partnership governed by this chapter is subject to any
amendment to or repeal of this chapter.
ARTICLE 2
NATURE OF PARTNERSHIP
Sec. 8. [323A.2-01] [PARTNERSHIP AS ENTITY.]
(a) A partnership is an entity distinct from its partners.
(b) A limited liability partnership continues to be the
same entity that existed before the filing of a statement of
qualification under section 323A.10-01.
Sec. 9. [323A.2-02] [FORMATION OF PARTNERSHIP.]
(a) Except as otherwise provided in subsection (b), the
association of two or more persons to carry on as co-owners a
business for profit forms a partnership, whether or not the
persons intend to form a partnership.
(b) An association formed under a statute other than this
chapter, a predecessor statute, or a comparable statute of
another jurisdiction is not a partnership under this chapter.
(c) In determining whether a partnership is formed, the
following rules apply:
(1) Joint tenancy, tenancy in common, tenancy by the
entireties, joint property, common property, or part ownership
does not by itself establish a partnership, even if the
co-owners share profits made by the use of the property.
(2) The sharing of gross returns does not by itself
establish a partnership, even if the persons sharing them have a
joint or common right or interest in property from which the
returns are derived.
(3) A person who receives a share of the profits of a
business is presumed to be a partner in the business, unless the
profits were received in payment:
(i) of a debt by installments or otherwise;
(ii) for services as an independent contractor or of wages
or other compensation to an employee;
(iii) of rent;
(iv) of an annuity or other retirement or health benefit to
a beneficiary, representative, or designee of a deceased or
retired partner;
(v) of interest or other charge on a loan, even if the
amount of payment varies with the profits of the business,
including a direct or indirect present or future ownership of
the collateral, or rights to income, proceeds, or increase in
value derived from the collateral; or
(vi) for the sale of the goodwill of a business or other
property by installments or otherwise.
Sec. 10. [323A.2-03] [PARTNERSHIP PROPERTY.]
Property acquired by a partnership is property of the
partnership and not of the partners individually.
Sec. 11. [323A.2-04] [WHEN PROPERTY IS PARTNERSHIP
PROPERTY.]
(a) Property is partnership property if acquired in the
name of:
(1) the partnership; or
(2) one or more partners with an indication in the
instrument transferring title to the property of the person's
capacity as a partner or of the existence of a partnership but
without an indication of the name of the partnership.
(b) Property is acquired in the name of the partnership by
a transfer to:
(1) the partnership in its name; or
(2) one or more partners in their capacity as partners in
the partnership, if the name of the partnership is indicated in
the instrument transferring title to the property.
(c) Property is presumed to be partnership property if
purchased with partnership assets, even if not acquired in the
name of the partnership or of one or more partners with an
indication in the instrument transferring title to the property
of the person's capacity as a partner or of the existence of a
partnership.
(d) Property acquired in the name of one or more of the
partners, without an indication in the instrument transferring
title to the property of the person's capacity as a partner or
of the existence of a partnership and without use of partnership
assets, is presumed to be separate property, even if used for
partnership purposes.
ARTICLE 3
RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP
Sec. 12. [323A.3-01] [PARTNER AGENT OF PARTNERSHIP.]
Subject to the effect of a statement of partnership
authority under section 323A.3-03:
(1) Each partner is an agent of the partnership for the
purpose of its business. An act of a partner, including the
execution of an instrument in the partnership name, for
apparently carrying on in the ordinary course the partnership
business or business of the kind carried on by the partnership
binds the partnership, unless the partner had no authority to
act for the partnership in the particular matter and the person
with whom the partner was dealing knew or had received a
notification that the partner lacked authority.
(2) An act of a partner which is not apparently for
carrying on in the ordinary course the partnership business or
business of the kind carried on by the partnership binds the
partnership only if the act was authorized by the other partners.
Sec. 13. [323A.3-02] [TRANSFER OF PARTNERSHIP PROPERTY.]
(a) Partnership property may be transferred as follows:
(1) Subject to the effect of a statement of partnership
authority under section 323A.3-03, partnership property held in
the name of the partnership may be transferred by an instrument
of transfer executed by a partner in the partnership name.
(2) Partnership property held in the name of one or more
partners with an indication in the instrument transferring the
property to them of their capacity as partners or of the
existence of a partnership, but without an indication of the
name of the partnership, may be transferred by an instrument of
transfer executed by the persons in whose name the property is
held, without the necessity of an instrument of transfer
executed by a partner in the partnership name.
(3) Partnership property held in the name of one or more
persons other than the partnership, without an indication in the
instrument transferring the property to them of their capacity
as partners or of the existence of a partnership, may be
transferred by an instrument of transfer executed by the persons
in whose name the property is held, without the necessity of an
instrument of transfer executed by a partner in the partnership
name.
(b) A partnership may recover partnership property from a
transferee only if it proves that execution of the instrument of
initial transfer did not bind the partnership under section
323A.3-01 and:
(1) as to a subsequent transferee who gave value for
property transferred under subsection (a)(1) and (2), proves
that the subsequent transferee knew that the person who executed
the instrument of initial transfer lacked authority to bind the
partnership; or
(2) as to a transferee who gave value for property
transferred under subsection (a)(3), proves that the transferee
knew that the property was partnership property and that the
person who executed the instrument of initial transfer lacked
authority to bind the partnership.
(c) A partnership may not recover partnership property from
a subsequent transferee if the partnership would not have been
entitled to recover the property, under subsection (b), from any
earlier transferee of the property.
(d) If a person holds all of the partners' interests in the
partnership, all of the partnership property vests in that
person. The person may execute a document in the name of the
partnership to evidence vesting of the property in that person
and may file or record the document.
Sec. 14. [323A.3-03] [STATEMENT OF PARTNERSHIP AUTHORITY.]
(a) A partnership may file a statement of partnership
authority, which:
(1) must include:
(i) the name of the partnership;
(ii) the street address, including the zip code, of its
chief executive office and of one office in this state, if there
is one;
(iii) the names and mailing addresses, including zip codes,
of all of the partners or of an agent appointed and maintained
by the partnership for the purpose of subsection (b); and
(iv) the names of the partners authorized to execute an
instrument transferring real property held in the name of the
partnership; and
(2) may state the authority, or limitations on the
authority, of some or all of the partners to enter into other
transactions on behalf of the partnership and any other matter.
(b) If a statement of partnership authority names an agent,
the agent shall maintain a list of the names and mailing
addresses, including zip codes, of all of the partners and make
it available to any person on request for good cause shown.
(c) If a filed statement of partnership authority is
executed pursuant to section 323A.1-05(c), and states the name
of the partnership but does not contain all of the other
information required by subsection (a), the statement
nevertheless operates with respect to a person not a partner as
provided in subsections (d) and (e).
(d) A filed statement of partnership authority supplements
the authority of a partner to enter into transactions on behalf
of the partnership as follows:
(1) Except for transfers of real property, a grant of
authority contained in a filed statement of partnership
authority is conclusive in favor of a person who gives value
without knowledge to the contrary, so long as and to the extent
that a limitation on that authority is not then contained in
another filed statement. A filed cancellation of a limitation
on authority revives the previous grant of authority.
(2) A grant of authority to transfer real property held in
the name of the partnership contained in a filed statement of
partnership authority, whether or not a certified copy of the
filed statement is recorded, is conclusive in favor of a person
who gives value without knowledge to the contrary, so long as
and to the extent that a certified copy of a filed statement
containing a limitation on that authority is not then of record.
The recording of a certified copy of a filed cancellation of a
limitation on authority revives the previous grant of authority.
(e) A person not a partner is deemed to know of a
limitation on the authority of a partner to transfer real
property held in the name of the partnership only if a certified
copy of the filed statement containing the limitation on
authority is of record.
(f) Except as otherwise provided in subsections (d) and (e)
and sections 323A.7-04 and 323A.8-05, a person not a partner is
not deemed to know of a limitation on the authority of a partner
merely because the limitation is contained in a filed statement.
Sec. 15. [323A.3-04] [STATEMENT OF DENIAL.]
A partner or other person named as a partner in a filed
statement of partnership authority or in a list maintained by an
agent pursuant to section 323A.3-03(b), may file a statement of
denial stating the name of the partnership and the fact that is
being denied, which may include denial of a person's authority
or status as a partner. A statement of denial is a limitation
on authority as provided in section 323A.3-03(d) and (e).
Sec. 16. [323A.3-05] [PARTNERSHIP LIABLE FOR PARTNER'S
ACTIONABLE CONDUCT.]
(a) A partnership is liable for loss or injury caused to a
person, or for a penalty incurred, as a result of a wrongful act
or omission, or other actionable conduct, of a partner acting in
the ordinary course of business of the partnership or with
authority of the partnership.
(b) If, in the course of the partnership's business or
while acting with authority of the partnership, a partner
receives or causes the partnership to receive money or property
of a person not a partner, and the money or property is
misapplied by a partner, the partnership is liable for the loss.
Sec. 17. [323A.3-06] [PARTNER'S LIABILITY.]
(a) Except as otherwise provided in subsections (b) and
(c), all partners are liable jointly and severally for all
obligations of the partnership unless otherwise agreed by the
claimant or provided by law.
(b) A person admitted as a partner into an existing
partnership is not personally liable for any partnership
obligation incurred before the person's admission as a partner.
(c) An obligation of a partnership incurred while the
partnership is a limited liability partnership, whether arising
in contract, tort, or otherwise, is solely the obligation of the
partnership. A partner is not personally liable, directly or
indirectly, by way of contribution or otherwise, for such an
obligation solely by reason of being or so acting as a partner.
This subsection applies notwithstanding anything inconsistent in
the partnership agreement that existed immediately before the
vote required to become a liability partnership under section
323A.10-01(b).
(d) For the purposes of this section:
(1) All partnership debts and obligations under or relating
to a note, contract, or other agreement are incurred when the
note, contract, or other agreement is entered into.
(2) 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 is incurred, even as to a
claim that relates to the subject matter of the amendment,
modification, extension, or renewal.
This subsection does not affect any law, rule, or period
pertaining to any statute of limitations or statute of repose.
Sec. 18. [323A.3-07] [ACTIONS BY AND AGAINST PARTNERSHIP
AND PARTNERS.]
(a) A partnership may sue and be sued in the name of the
partnership.
(b) An action may be brought against the partnership and,
to the extent not inconsistent with section 323A.3-06, any or
all of the partners in the same action or in separate actions.
(c) A judgment against a partnership is not by itself a
judgment against a partner. A judgment against a partnership
may not be satisfied from a partner's assets unless there is
also a judgment against the partner.
(d) A judgment creditor of a partner may not levy execution
against the assets of the partner to satisfy a judgment based on
a claim against the partnership unless the partner is personally
liable for the claim under section 323A.3-06; and
(1) a judgment based on the same claim has been obtained
against the partnership and a writ of execution on the judgment
has been returned unsatisfied in whole or in part;
(2) the partnership is a debtor in bankruptcy;
(3) the partner has agreed that the creditor need not
exhaust partnership assets;
(4) a court grants permission to the judgment creditor to
levy execution against the assets of a partner based on a
finding that partnership assets subject to execution are clearly
insufficient to satisfy the judgment, that exhaustion of
partnership assets is excessively burdensome, or that the grant
of permission is an appropriate exercise of the court's
equitable powers; or
(5) liability is imposed on the partner by law or contract
independent of the existence of the partnership.
(e) This section applies to any partnership liability or
obligation resulting from a representation by a partner or
purported partner under section 323A.3-08.
Sec. 19. [323A.3-08] [LIABILITY OF PURPORTED PARTNER.]
(a) If a person, by words or conduct, purports to be a
partner, or consents to being represented by another as a
partner, in a partnership or with one or more persons not
partners, the purported partner is liable to a person to whom
the representation is made, if that person, relying on the
representation, enters into a transaction with the actual or
purported partnership. If the representation, either by the
purported partner or by a person with the purported partner's
consent, is made in a public manner, the purported partner is
liable to a person who relies upon the purported partnership
even if the purported partner is not aware of being held out as
a partner to the claimant. If partnership liability results,
the purported partner is liable with respect to that liability
as if the purported partner were a partner. If no partnership
liability results, the purported partner is liable with respect
to that liability jointly and severally with any other person
consenting to the representation.
(b) If a person is thus represented to be a partner in an
existing partnership, or with one or more persons not partners,
the purported partner is an agent of persons consenting to the
representation to bind them to the same extent and in the same
manner as if the purported partner were a partner, with respect
to persons who enter into transactions in reliance upon the
representation. If all of the partners of the existing
partnership consent to the representation, a partnership act or
obligation results. If fewer than all of the partners of the
existing partnership consent to the representation, the person
acting and the partners consenting to the representation are
jointly and severally liable.
(c) A person is not liable as a partner merely because the
person is named by another in a statement of partnership
authority.
(d) A person does not continue to be liable as a partner
merely because of a failure to file a statement of dissociation
or to amend a statement of partnership authority to indicate the
partner's dissociation from the partnership.
(e) Except as otherwise provided in subsections (a) and
(b), persons who are not partners as to each other are not
liable as partners to other persons.
ARTICLE 4
RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP
Sec. 20. [323A.4-01] [PARTNER'S RIGHTS AND DUTIES.]
(a) Each partner is deemed to have an account that is:
(1) credited with an amount equal to the money plus the
value of any other property, net of the amount of any
liabilities, the partner contributes to the partnership and the
partner's share of the partnership profits; and
(2) charged with an amount equal to the money plus the
value of any other property, net of the amount of any
liabilities, distributed by the partnership to the partner and
the partner's share of the partnership losses.
(b) Each partner is entitled to an equal share of the
partnership profits and is chargeable with a share of the
partnership losses in proportion to the partner's share of the
profits.
(c) A partnership shall reimburse a partner for payments
made and indemnify a partner for liabilities incurred by the
partner in the ordinary course of the business of the
partnership or for the preservation of its business or property.
(d) A partnership shall reimburse a partner for an advance
to the partnership beyond the amount of capital the partner
agreed to contribute.
(e) A payment or advance made by a partner which gives rise
to a partnership obligation under subsection (c) or (d)
constitutes a loan to the partnership which accrues interest
from the date of the payment or advance.
(f) Each partner has equal rights in the management and
conduct of the partnership business.
(g) A partner may use or possess partnership property only
on behalf of the partnership.
(h) A partner is not entitled to remuneration for services
performed for the partnership, except for reasonable
compensation for services rendered in winding up the business of
the partnership.
(i) A person may become a partner only with the consent of
all of the partners.
(j) A difference arising as to a matter in the ordinary
course of business of a partnership may be decided by a majority
of the partners. An act outside the ordinary course of business
of a partnership and an amendment to the partnership agreement
may be undertaken only with the consent of all of the partners.
(k) This section does not affect the obligations of a
partnership to other persons under section 323A.3-01.
Sec. 21. [323A.4-02] [DISTRIBUTIONS IN KIND.]
A partner has no right to receive, and may not be required
to accept, a distribution in kind.
Sec. 22. [323A.4-03] [PARTNER'S RIGHTS AND DUTIES WITH
RESPECT TO INFORMATION.]
(a) A partnership shall keep its books and records, if any,
at its chief executive office.
(b) A partnership shall provide partners and their agents
and attorneys access to its books and records. It shall provide
former partners and their agents and attorneys access to books
and records pertaining to the period during which they were
partners. The right of access provides the opportunity to
inspect and copy books and records during ordinary business
hours. A partnership may impose a reasonable charge, covering
the costs of labor and material, for copies of documents
furnished.
(c) Each partner and the partnership shall furnish to a
partner, and to the legal representative of a deceased partner
or partner under legal disability:
(1) without demand, any information concerning the
partnership's business and affairs reasonably required for the
proper exercise of the partner's rights and duties under the
partnership agreement or this chapter; and
(2) on demand, any other information concerning the
partnership's business and affairs, except to the extent the
demand or the information demanded is unreasonable or otherwise
improper under the circumstances.
Sec. 23. [323A.4-04] [GENERAL STANDARDS OF PARTNER'S
CONDUCT.]
(a) The only fiduciary duties a partner owes to the
partnership and the other partners are the duty of loyalty and
the duty of care set forth in subsections (b) and (c).
(b) A partner's duty of loyalty to the partnership and the
other partners is limited to the following:
(1) to account to the partnership and hold as trustee for
it any property, profit, or benefit derived by the partner in
the conduct and winding up of the partnership business or
derived from a use by the partner of partnership property,
including the appropriation of a partnership opportunity;
(2) to refrain from dealing with the partnership in the
conduct or winding up of the partnership business as or on
behalf of a party having an interest adverse to the partnership;
and
(3) to refrain from competing with the partnership in the
conduct of the partnership business before the dissolution of
the partnership.
(c) A partner's duty of care to the partnership and the
other partners in the conduct and winding up of the partnership
business is limited to refraining from engaging in grossly
negligent or reckless conduct, intentional misconduct, or a
knowing violation of law.
(d) A partner shall discharge the duties to the partnership
and the other partners under this chapter or under the
partnership agreement and exercise any rights consistently with
the obligation of good faith and fair dealing.
(e) A partner does not violate a duty or obligation under
this chapter or under the partnership agreement merely because
the partner's conduct furthers the partner's own interest.
(f) A partner may lend money to and transact other business
with the partnership, and as to each loan or transaction the
rights and obligations of the partner are the same as those of a
person who is not a partner, subject to other applicable law.
(g) This section applies to a person winding up the
partnership business as the personal or legal representative of
the last surviving partner as if the person were a partner.
Sec. 24. [323A.4-05] [ACTIONS BY PARTNERSHIP AND
PARTNERS.]
(a) A partnership may maintain an action against a partner
for a breach of the partnership agreement, or for the violation
of a duty to the partnership, causing harm to the partnership.
(b) A partner may maintain an action against the
partnership or another partner for legal or equitable relief,
with or without an accounting as to partnership business, to:
(1) enforce the partner's rights under the partnership
agreement;
(2) enforce the partner's rights under this chapter,
including:
(i) the partner's rights under section 323A.4-01,
323A.4-03, or 323A.4-04;
(ii) the partner's right on dissociation to have the
partner's interest in the partnership purchased pursuant to
section 323A.7-01 or enforce any other right under article 6 or
7; or
(iii) the partner's right to compel a dissolution and
winding up of the partnership business under section 323A.8-01
or enforce any other right under article 8; or
(3) enforce the rights and otherwise protect the interests
of the partner, including rights and interests arising
independently of the partnership relationship.
(c) The accrual of, and any time limitation on, a right of
action for a remedy under this section is governed by other
law. A right to an accounting upon a dissolution and winding up
does not revive a claim barred by law.
Sec. 25. [323A.4-06] [CONTINUATION OF PARTNERSHIP BEYOND
DEFINITE TERM OR PARTICULAR UNDERTAKING.]
(a) If a partnership for a definite term or particular
undertaking is continued, without an express agreement, after
the expiration of the term or completion of the undertaking, the
rights and duties of the partners remain the same as they were
at the expiration or completion, so far as is consistent with a
partnership at will.
(b) If the partners, or those of them who habitually acted
in the business during the term or undertaking, continue the
business without any settlement or liquidation of the
partnership, they are presumed to have agreed that the
partnership will continue.
ARTICLE 5
TRANSFEREES AND CREDITORS OF PARTNER
Sec. 26. [323A.5-01] [PARTNER NOT CO-OWNER OF PARTNERSHIP
PROPERTY.]
A partner is not a co-owner of partnership property and has
no interest in partnership property which can be transferred,
either voluntarily or involuntarily.
Sec. 27. [323A.5-02] [PARTNER'S TRANSFERABLE INTEREST IN
PARTNERSHIP.]
The only transferable interest of a partner in the
partnership is the partner's share of the profits and losses of
the partnership and the partner's right to receive
distributions. The interest is personal property.
Sec. 28. [323A.5-03] [TRANSFER OF PARTNER'S TRANSFERABLE
INTEREST.]
(a) A transfer, in whole or in part, of a partner's
transferable interest in the partnership:
(1) is permissible;
(2) does not by itself cause the partner's dissociation or
a dissolution and winding up of the partnership business; and
(3) does not, as against the other partners or the
partnership, entitle the transferee, during the continuance of
the partnership, to participate in the management or conduct of
the partnership business, to require access to information
concerning partnership transactions, or to inspect or copy the
partnership books or records.
(b) A transferee of a partner's transferable interest in
the partnership has a right:
(1) to receive, in accordance with the transfer,
distributions to which the transferor would otherwise be
entitled;
(2) to receive upon the dissolution and winding up of the
partnership business, in accordance with the transfer, the net
amount otherwise distributable to the transferor; and
(3) to seek under section 323A.8-01(6), a judicial
determination that it is equitable to wind up the partnership
business.
(c) In a dissolution and winding up, a transferee is
entitled to an account of partnership transactions only from the
date of the latest account agreed to by all of the partners.
(d) Upon transfer, the transferor retains the rights and
duties of a partner other than the interest in distributions
transferred.
(e) A partnership need not give effect to a transferee's
rights under this section until it has notice of the transfer.
(f) A transfer of a partner's transferable interest in the
partnership in violation of a restriction on transfer contained
in the partnership agreement is ineffective as to a person
having notice of the restriction at the time of transfer.
Sec. 29. [323A.5-04] [PARTNER'S TRANSFERABLE INTEREST
SUBJECT TO CHARGING ORDER.]
(a) On application by a judgment creditor of a partner or
of a partner's transferee, a court having jurisdiction may
charge the transferable interest of the judgment debtor to
satisfy the judgment. The court may appoint a receiver of the
share of the distributions due or to become due to the judgment
debtor in respect of the partnership and make all other orders,
directions, accounts, and inquiries the judgment debtor might
have made or which the circumstances of the case may require.
(b) A charging order constitutes a lien on the judgment
debtor's transferable interest in the partnership. The court
may order a foreclosure of the interest subject to the charging
order at any time. The purchaser at the foreclosure sale has
the rights of a transferee.
(c) At any time before foreclosure, an interest charged may
be redeemed:
(1) by the judgment debtor;
(2) with property other than partnership property, by one
or more of the other partners; or
(3) with partnership property, by one or more of the other
partners with the consent of all of the partners whose interests
are not so charged.
(d) This chapter does not deprive a partner of a right
under exemption laws with respect to the partner's interest in
the partnership.
(e) This section provides the exclusive remedy by which a
judgment creditor of a partner or partner's transferee may
satisfy a judgment out of the judgment debtor's transferable
interest in the partnership.
ARTICLE 6
PARTNER'S DISSOCIATION
Sec. 30. [323A.6-01] [EVENTS CAUSING PARTNER'S
DISSOCIATION.]
A partner is dissociated from a partnership upon the
occurrence of any of the following events:
(1) the partnership's having notice of the partner's
express will to withdraw as a partner or on a later date
specified by the partner;
(2) an event agreed to in the partnership agreement as
causing the partner's dissociation;
(3) the partner's expulsion pursuant to the partnership
agreement;
(4) the partner's expulsion by the unanimous vote of the
other partners if:
(i) it is unlawful to carry on the partnership business
with that partner;
(ii) there has been a transfer of all or substantially all
of that partner's transferable interest in the partnership,
other than a transfer for security purposes, or a court order
charging the partner's interest, which has not been foreclosed;
(iii) within 90 days after the partnership notifies a
corporate partner that it will be expelled because it has filed
a certificate of dissolution or the equivalent, its charter has
been revoked, or its right to conduct business has been
suspended by the jurisdiction of its incorporation, there is no
revocation of the certificate of dissolution or no reinstatement
of its charter or its right to conduct business; or
(iv) a partnership that is a partner has been dissolved and
its business is being wound up;
(5) on application by the partnership or another partner,
the partner's expulsion by judicial determination because:
(i) the partner engaged in wrongful conduct that adversely
and materially affected the partnership business;
(ii) the partner willfully or persistently committed a
material breach of the partnership agreement or of a duty owed
to the partnership or the other partners under section
323A.4-04; or
(iii) the partner engaged in conduct relating to the
partnership business which makes it not reasonably practicable
to carry on the business in partnership with the partner;
(6) the partner's:
(i) becoming a debtor in bankruptcy;
(ii) executing an assignment for the benefit of creditors;
(iii) seeking, consenting to, or acquiescing in the
appointment of a trustee, receiver, or liquidator of that
partner or of all or substantially all of that partner's
property; or
(iv) failing, within 90 days after the appointment, to have
vacated or stayed the appointment of a trustee, receiver, or
liquidator of the partner or of all or substantially all of the
partner's property obtained without the partner's consent or
acquiescence, or failing within 90 days after the expiration of
a stay to have the appointment vacated;
(7) in the case of a partner who is an individual:
(i) the partner's death;
(ii) the appointment of a guardian or general conservator
for the partner; or
(iii) a judicial determination that the partner has
otherwise become incapable of performing the partner's duties
under the partnership agreement;
(8) in the case of a partner that is a trust or is acting
as a partner by virtue of being a trustee of a trust,
distribution of the trust's entire transferable interest in the
partnership, but not merely by reason of the substitution of a
successor trustee;
(9) in the case of a partner that is an estate or is acting
as a partner by virtue of being a personal representative of an
estate, distribution of the estate's entire transferable
interest in the partnership, but not merely by reason of the
substitution of a successor personal representative; or
(10) termination of a partner who is not an individual,
partnership, corporation, trust, or estate.
Sec. 31. [323A.6-02] [PARTNER'S POWER TO DISSOCIATE;
WRONGFUL DISSOCIATION.]
(a) A partner has the power to dissociate at any time,
rightfully or wrongfully, by express will pursuant to section
323A.6-01(1).
(b) A partner's dissociation is wrongful only if:
(1) it is in breach of an express provision of the
partnership agreement; or
(2) in the case of a partnership for a definite term or
particular undertaking, before the expiration of the term or the
completion of the undertaking:
(i) the partner withdraws by express will, unless the
withdrawal follows within 90 days after another partner's
dissociation by death or otherwise under section 323A.6-01(6) to
(10) or wrongful dissociation under this subsection;
(ii) the partner is expelled by judicial determination
under section 323A.6-01(5);
(iii) the partner is dissociated by becoming a debtor in
bankruptcy; or
(iv) in the case of a partner who is not an individual,
trust other than a business trust, or estate, the partner is
expelled or otherwise dissociated because it willfully dissolved
or terminated.
(c) A partner who wrongfully dissociates is liable to the
partnership and to the other partners for damages caused by the
dissociation. The liability is in addition to any other
obligation of the partner to the partnership or to the other
partners.
Sec. 32. [323A.6-03] [EFFECT OF PARTNER'S DISSOCIATION.]
(a) If a partner's dissociation results in a dissolution
and winding up of the partnership business, article 8 applies;
otherwise, article 7 applies.
(b) Upon a partner's dissociation:
(1) the partner's right to participate in the management
and conduct of the partnership business terminates, except as
otherwise provided in section 323A.8-03;
(2) the partner's duty of loyalty under section
323A.4-04(b)(3) terminates; and
(3) the partner's duty of loyalty under section
323A.4-04(b)(1) and (2) and duty of care under section
323A.4-04(c) continue only with regard to matters arising and
events occurring before the partner's dissociation, unless the
partner participates in winding up the partnership's business
pursuant to section 323A.8-03.
ARTICLE 7
PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP
Sec. 33. [323A.7-01] [PURCHASE OF DISSOCIATED PARTNER'S
INTEREST.]
(a) If a partner is dissociated from a partnership without
resulting in a dissolution and winding up of the partnership
business under section 323A.8-01, the partnership shall cause
the dissociated partner's interest in the partnership to be
purchased for a buyout price determined pursuant to subsection
(b).
(b) The buyout price of a dissociated partner's interest is
the amount that would have been distributable to the
dissociating partner under section 323A.8-07(b), if, on the date
of dissociation, the assets of the partnership were sold at a
price equal to the greater of the liquidation value or the value
based on a sale of the entire business as a going concern
without the dissociated partner and the partnership were wound
up as of that date. Interest must be paid from the date of
dissociation to the date of payment.
(c) Damages for wrongful dissociation under section
323A.6-02(b), and all other amounts owing, whether or not
presently due, from the dissociated partner to the partnership,
must be offset against the buyout price. Interest must be paid
from the date the amount owed becomes due to the date of payment.
(d) A partnership shall indemnify a dissociated partner
whose interest is being purchased against all partnership
liabilities, whether incurred before or after the dissociation,
except liabilities incurred by an act of the dissociated partner
under section 323A.7-02.
(e) If no agreement for the purchase of a dissociated
partner's interest is reached within 120 days after a written
demand for payment, the partnership shall pay, or cause to be
paid, in cash to the dissociated partner the amount the
partnership estimates to be the buyout price and accrued
interest, reduced by any offsets and accrued interest under
subsection (c).
(f) If a deferred payment is authorized under subsection
(h), the partnership may tender a written offer to pay the
amount it estimates to be the buyout price and accrued interest,
reduced by any offsets under subsection (c), stating the time of
payment, the amount and type of security for payment, and the
other terms and conditions of the obligation.
(g) The payment or tender required by subsection (e) or (f)
must be accompanied by the following:
(1) a statement of partnership assets and liabilities as of
the date of dissociation;
(2) the latest available partnership balance sheet and
income statement, if any;
(3) an explanation of how the estimated amount of the
payment was calculated; and
(4) written notice that the payment is in full satisfaction
of the obligation to purchase unless, within 120 days after the
written notice, the dissociated partner commences an action to
determine the buyout price, any offsets under subsection (c), or
other terms of the obligation to purchase.
(h) A partner who wrongfully dissociates before the
expiration of a definite term or the completion of a particular
undertaking is not entitled to payment of any portion of the
buyout price until the expiration of the term or completion of
the undertaking, unless the partner establishes to the
satisfaction of the court that earlier payment will not cause
undue hardship to the business of the partnership. A deferred
payment must be adequately secured and bear interest.
(i) A dissociated partner may maintain an action against
the partnership, pursuant to section 323A.4-05(b)(2)(ii), to
determine the buyout price of that partner's interest, any
offsets under subsection (c), or other terms of the obligation
to purchase. The action must be commenced within 120 days after
the partnership has tendered payment or an offer to pay or
within one year after written demand for payment if no payment
or offer to pay is tendered. The court shall determine the
buyout price of the dissociated partner's interest, any offset
due under subsection (c), and accrued interest, and enter
judgment for any additional payment or refund. If deferred
payment is authorized under subsection (h), the court shall also
determine the security for payment and other terms of the
obligation to purchase. The court may assess reasonable
attorney's fees and the fees and expenses of appraisers or other
experts for a party to the action, in amounts the court finds
equitable, against a party that the court finds acted
arbitrarily, vexatiously, or not in good faith. The finding may
be based on the partnership's failure to tender payment or an
offer to pay or to comply with subsection (g).
Sec. 34. [323A.7-02] [DISSOCIATED PARTNER'S POWER TO BIND
AND LIABILITY TO PARTNERSHIP.]
(a) For two years after a partner dissociates without
resulting in a dissolution and winding up of the partnership
business, the partnership, including a surviving partnership
under article 9, is bound by an act of the dissociated partner
which would have bound the partnership under section 323A.3-01
before dissociation only if at the time of entering into the
transaction the other party:
(1) reasonably believed that the dissociated partner was
then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under section
323A.3-03(e) or notice under section 323A.7-04(c).
(b) A dissociated partner is liable to the partnership for
any damage caused to the partnership arising from an obligation
incurred by the dissociated partner after dissociation for which
the partnership is liable under subsection (a).
Sec. 35. [323A.7-03] [DISSOCIATED PARTNER'S LIABILITY TO
OTHER PERSONS.]
(a) A partner's dissociation does not of itself discharge
the partner's liability for a partnership obligation incurred
before dissociation. A dissociated partner is not liable for a
partnership obligation incurred after dissociation except as
otherwise provided in subsection (b).
(b) A partner who dissociates without resulting in a
dissolution and winding up of the partnership business is liable
as a partner to the other party in a transaction entered into by
the partnership, or a surviving partnership under article 9,
within two years after the partner's dissociation, only if the
partner is liable for the obligation under section 323A.3-06 and
at the time of entering into the transaction the other party:
(1) reasonably believed that the dissociated partner was
then a partner;
(2) did not have notice of the partner's dissociation; and
(3) is not deemed to have had knowledge under section
323A.3-03(e) or notice under section 323A.7-04(c).
(c) By agreement with the partnership creditor and the
partners continuing the business, a dissociated partner may be
released from liability for a partnership obligation.
(d) A dissociated partner is released from liability for a
partnership obligation if a partnership creditor, with notice of
the partner's dissociation but without the partner's consent,
agrees to a material alteration in the nature or time of payment
of a partnership obligation.
Sec. 36. [323A.7-04] [STATEMENT OF DISSOCIATION.]
(a) A dissociated partner or the partnership may file a
statement of dissociation stating the name of the partnership
and that the partner is dissociated from the partnership.
(b) A statement of dissociation is a limitation on the
authority of a dissociated partner for the purposes of section
323A.3-03(d) and (e).
(c) For the purposes of sections 323A.7-02(a)(3) and
323A.7-03(b)(3), a person not a partner is deemed to have notice
of the dissociation 90 days after the statement of dissociation
is filed.
Sec. 37. [323A.7-05] [CONTINUED USE OF PARTNERSHIP NAME.]
Continued use of a partnership name, or a dissociated
partner's name as part of the partnership name, by partners
continuing the business does not of itself make the dissociated
partner liable for an obligation of the partners or the
partnership continuing the business.
ARTICLE 8
WINDING UP PARTNERSHIP BUSINESS
Sec. 38. [323A.8-01] [EVENTS CAUSING DISSOLUTION AND
WINDING UP OF PARTNERSHIP BUSINESS.]
A partnership is dissolved, and its business must be wound
up, only upon the occurrence of any of the following events:
(1) in a partnership at will, the partnership's having
notice from a partner, other than a partner who is dissociated
under section 323A.6-01(2) to (10), of that partner's express
will to withdraw as a partner, or on a later date specified by
the partner;
(2) in a partnership for a definite term or particular
undertaking:
(i) within 90 days after a partner's dissociation by death
or otherwise under section 323A.6-01(6) to (10) or wrongful
dissociation under section 323A.6-02(b), the express will of at
least half of the remaining partners to dissolve the partnership
business, for which purpose a partner's rightful dissociation
pursuant to section 323A.6-02(b)(2)(i) constitutes the
expression of that partner's will to dissolve;
(ii) the express will of all of the partners to wind up the
partnership business; or
(iii) the expiration of the term or the completion of the
undertaking;
(3) an event agreed to in the partnership agreement
resulting in the winding up of the partnership business;
(4) an event that makes it unlawful for all or
substantially all of the business of the partnership to be
continued, but a cure of illegality within 90 days after notice
to the partnership of the event is effective retroactively to
the date of the event for purposes of this section;
(5) on application by a partner, a judicial determination
that:
(i) the economic purpose of the partnership is likely to be
unreasonably frustrated;
(ii) another partner has engaged in conduct relating to the
partnership business which makes it not reasonably practicable
to carry on the business in partnership with that partner; or
(iii) it is not otherwise reasonably practicable to carry
on the partnership business in conformity with the partnership
agreement; or
(6) on application by a transferee of a partner's
transferable interest, a judicial determination that it is
equitable to wind up the partnership business:
(i) after the expiration of the term or completion of the
undertaking, if the partnership was for a definite term or
particular undertaking at the time of the transfer or entry of
the charging order that gave rise to the transfer; or
(ii) at any time, if the partnership was a partnership at
will at the time of the transfer or entry of the charging order
that gave rise to the transfer.
Sec. 39. [323A.8-02] [PARTNERSHIP CONTINUES AFTER
DISSOLUTION.]
(a) Subject to subsection (b), a partnership continues
after dissolution only for the purpose of winding up its
business. The partnership is terminated when the winding up of
its business is completed.
(b) At any time after the dissolution of a partnership and
before the winding up of its business is completed, all of the
partners, including any dissociating partner other than a
wrongfully dissociating partner, may waive the right to have the
partnership's business wound up and the partnership terminated.
In that event:
(1) the partnership resumes carrying on its business as if
dissolution had never occurred, and any liability incurred by
the partnership or a partner after the dissolution and before
the waiver is determined as if dissolution had never occurred;
and
(2) the rights of a third party accruing under section
323A.8-04(1), or arising out of conduct in reliance on the
dissolution before the third party knew or received a
notification of the waiver may not be adversely affected.
Sec. 40. [323A.8-03] [RIGHT TO WIND UP PARTNERSHIP
BUSINESS.]
(a) After dissolution, a partner who has not wrongfully
dissociated may participate in winding up the partnership's
business, but on application of any partner, partner's legal
representative, or transferee, the court, for good cause shown,
may order judicial supervision of the winding up.
(b) The legal representative of the last surviving partner
may wind up a partnership's business.
(c) A person winding up a partnership's business may
preserve the partnership business or property as a going concern
for a reasonable time, prosecute and defend actions and
proceedings, whether civil, criminal, or administrative, settle
and close the partnership's business, dispose of and transfer
the partnership's property, discharge the partnership's
liabilities, distribute the assets of the partnership pursuant
to section 323A.8-07, settle disputes by mediation or
arbitration, and perform other necessary acts.
Sec. 41. [323A.8-04] [PARTNER'S POWER TO BIND PARTNERSHIP
AFTER DISSOLUTION.]
Subject to section 323A.8-05, a partnership is bound by a
partner's act after dissolution that:
(1) is appropriate for winding up the partnership business;
or
(2) would have bound the partnership under section
323A.3-01 before dissolution, if the other party to the
transaction did not have notice of the dissolution.
Sec. 42. [323A.8-05] [STATEMENT OF DISSOLUTION.]
(a) After dissolution, a partner who has not wrongfully
dissociated may file a statement of dissolution stating the name
of the partnership and that the partnership has dissolved and is
winding up its business.
(b) A filed statement of dissolution cancels a filed
statement of partnership authority for the purposes of section
323A.3-03(d)(1) and, if recorded, is a limitation on authority
for the purposes of sections 323A.3-03(d)(2) and 323A.3-03(e).
(c) For the purposes of sections 323A.3-01 and 323A.8-04, a
person not a partner is deemed to have notice of the dissolution
and the limitation on the partners' authority as a result of the
statement of dissolution 90 days after it is filed.
(d) After filing and, if appropriate, recording a statement
of dissolution, a dissolved partnership may file and, if
appropriate, record a statement of partnership authority which
will operate with respect to a person not a partner as provided
in section 323A.3-03(d) and (e) in any transaction, whether or
not the transaction is appropriate for winding up the
partnership business.
Sec. 43. [323A.8-06] [PARTNER'S LIABILITY TO OTHER
PARTNERS AFTER DISSOLUTION.]
(a) Except as otherwise provided in subsection (b) and
section 323A.3-06, after dissolution a partner is liable to the
other partners for the partner's share of any partnership
liability incurred under section 323A.8-04.
(b) A partner who, with knowledge of the dissolution,
incurs a partnership liability under section 323A.8-04(2) by an
act that is not appropriate for winding up the partnership
business is liable to the partnership for any damage caused to
the partnership arising from the liability.
Sec. 44. [323A.8-07] [SETTLEMENT OF ACCOUNTS AND
CONTRIBUTIONS AMONG PARTNERS.]
(a) In winding up a partnership's business, the assets of
the partnership, including the contributions of the partners
required by this section, must be applied to discharge its
obligations to creditors, including, to the extent permitted by
law, partners who are creditors. Any surplus must be applied to
pay in cash the net amount distributable to partners in
accordance with their right to distributions under subsection
(b).
(b) Each partner is entitled to a settlement of all
partnership accounts upon winding up the partnership business.
In settling accounts among the partners, profits and losses that
result from the liquidation of the partnership assets must be
credited and charged to the partners' accounts. The partnership
shall make a distribution to a partner in an amount equal to any
excess of the credits over the charges in the partner's
account. A partner shall contribute to the partnership an
amount equal to any excess of the charges over the credits in
the partner's account but excluding from the calculation charges
attributable to an obligation for which the partner is not
personally liable under section 323A.3-06.
(c) If a partner fails to contribute the full amount
required under subsection (b), all of the other partners shall
contribute, in the proportions in which those partners share
partnership losses, the additional amount necessary to satisfy
the partnership obligations for which they are personally liable
under section 323A.3-06. A partner or partner's legal
representative may recover from the other partners any
contributions the partner makes to the extent the amount
contributed exceeds that partner's share of the partnership
obligations for which the partner is personally liable under
section 323A.3-06.
(d) After the settlement of accounts, each partner shall
contribute, in the proportion in which the partner shares
partnership losses, the amount necessary to satisfy partnership
obligations that were not known at the time of the settlement
and for which the partner is personally liable under section
323A.3-06.
(e) The estate of a deceased partner is liable for the
partner's obligation to contribute to the partnership.
(f) An assignee for the benefit of creditors of a
partnership or a partner, or a person appointed by a court to
represent creditors of a partnership or a partner, may enforce a
partner's obligation to contribute to the partnership.
ARTICLE 9
CONVERSIONS AND MERGERS
Sec. 45. [323A.9-01] [DEFINITIONS.]
In this article:
(1) "General partner" means a partner in a partnership and
a general partner in a limited partnership.
(2) "Limited partner" means a limited partner in a limited
partnership.
(3) "Limited partnership" means a limited partnership
created under chapter 322A, predecessor law, or comparable law
of another jurisdiction.
(4) "Partner" includes both a general partner and a limited
partner.
Sec. 46. [323A.9-02] [CONVERSION OF PARTNERSHIP TO LIMITED
PARTNERSHIP.]
(a) A partnership may be converted to a limited partnership
pursuant to this section.
(b) The terms and conditions of a conversion of a
partnership to a limited partnership must be approved by all of
the partners or by a number or percentage specified for
conversion in the partnership agreement.
(c) After the conversion is approved by the partners, the
partnership shall file a certificate of limited partnership in
the jurisdiction in which the limited partnership is to be
formed. The certificate must include:
(1) a statement that the partnership was converted to a
limited partnership from a partnership;
(2) its former name; and
(3) a statement of the number of votes cast by the partners
for and against the conversion and, if the vote is less than
unanimous, the number or percentage required to approve the
conversion under the partnership agreement.
(d) The conversion takes effect when the certificate of
limited partnership is filed or at any later date specified in
the certificate.
(e) A general partner who becomes a limited partner as a
result of the conversion remains liable as a general partner for
an obligation incurred by the partnership before the conversion
takes effect. If the other party to a transaction with the
limited partnership reasonably believes when entering the
transaction that the limited partner is a general partner, the
limited partner is liable for an obligation incurred by the
limited partnership within 90 days after the conversion takes
effect. The limited partner's liability for all other
obligations of the limited partnership incurred after the
conversion takes effect is that of a limited partner as provided
in chapter 322A.
Sec. 47. [323A.9-03] [CONVERSION OF LIMITED PARTNERSHIP TO
PARTNERSHIP.]
(a) A limited partnership may be converted to a partnership
pursuant to this section.
(b) Notwithstanding a provision to the contrary in a
limited partnership agreement, the terms and conditions of a
conversion of a limited partnership to a partnership must be
approved by all of the partners.
(c) After the conversion is approved by the partners, the
limited partnership shall cancel its certificate of limited
partnership.
(d) The conversion takes effect when the certificate of
limited partnership is canceled.
(e) A limited partner who becomes a general partner as a
result of the conversion remains liable only as a limited
partner for an obligation incurred by the limited partnership
before the conversion takes effect. Except as otherwise
provided in section 323A.3-06, the partner is liable as a
general partner for an obligation of the partnership incurred
after the conversion takes effect.
Sec. 48. [323A.9-04] [EFFECT OF CONVERSION; ENTITY
UNCHANGED.]
(a) A partnership or limited partnership that has been
converted pursuant to this article is for all purposes the same
entity that existed before the conversion.
(b) When a conversion takes effect:
(1) all property owned by the converting partnership or
limited partnership remains vested in the converted entity;
(2) all obligations of the converting partnership or
limited partnership continue as obligations of the converted
entity; and
(3) an action or proceeding pending against the converting
partnership or limited partnership may be continued as if the
conversion had not occurred.
Sec. 49. [323A.9-05] [MERGER OF PARTNERSHIPS.]
(a) Pursuant to a plan of merger approved as provided in
subsection (c), a partnership may be merged with one or more
partnerships or limited partnerships.
(b) The plan of merger must set forth:
(1) the name of each partnership or limited partnership
that is a party to the merger;
(2) the name of the surviving entity into which the other
partnerships or limited partnerships will merge;
(3) whether the surviving entity is a partnership or a
limited partnership and the status of each partner;
(4) the terms and conditions of the merger;
(5) the manner and basis of converting the interests of
each party to the merger into interests or obligations of the
surviving entity, or into money or other property in whole or
part; and
(6) the street address, including the zip code, of the
surviving entity's chief executive office.
(c) The plan of merger must be approved:
(1) in the case of a partnership that is a party to the
merger, by all of the partners, or a number or percentage
specified for merger in the partnership agreement; and
(2) in the case of a limited partnership that is a party to
the merger, by the vote required for approval of a merger by the
law of the state or foreign jurisdiction in which the limited
partnership is organized and, in the absence of such a
specifically applicable law, by all the partners,
notwithstanding a provision to the contrary in the partnership
agreement.
(d) After a plan of merger is approved and before the
merger takes effect, the plan may be amended or abandoned as
provided in the plan.
(e) The merger takes effect on the later of:
(1) the approval of the plan of merger by all parties to
the merger, as provided in subsection (c);
(2) the filing of all documents required by law to be filed
as a condition to the effectiveness of the merger; or
(3) any effective date specified in the plan of merger.
Sec. 50. [323A.9-06] [EFFECT OF MERGER.]
(a) When a merger takes effect:
(1) the separate existence of every partnership or limited
partnership that is a party to the merger, other than the
surviving entity, ceases;
(2) all property owned by each of the merged partnerships
or limited partnerships vests in the surviving entity;
(3) all obligations of every partnership or limited
partnership that is a party to the merger become the obligations
of the surviving entity; and
(4) an action or proceeding pending against a partnership
or limited partnership that is a party to the merger may be
continued as if the merger had not occurred, or the surviving
entity may be substituted as a party to the action or proceeding.
(b) The secretary of state of this state is the agent for
service of process in an action or proceeding against a
surviving foreign partnership or limited partnership to enforce
an obligation of a domestic partnership or limited partnership
that is a party to a merger. The surviving entity shall, as
part of the merger documents, state the mailing address,
including the zip code, of its chief executive office. Service
of process is pursuant to section 5.25.
(c) A partner of the surviving partnership or limited
partnership is liable for:
(1) all obligations of a party to the merger for which the
partner was personally liable before the merger;
(2) all other obligations of the surviving entity incurred
before the merger by a party to the merger, but those
obligations may be satisfied only out of property of the entity;
and
(3) except as otherwise provided in section 323A.3-06, all
obligations of the surviving entity incurred after the merger
takes effect, but those obligations may be satisfied only out of
property of the entity if the partner is a limited partner.
(d) If the obligations incurred before the merger by a
party to the merger are not satisfied out of the property of the
surviving partnership or limited partnership, the general
partners of that party immediately before the effective date of
the merger shall contribute the amount necessary to satisfy that
party's obligations to the surviving entity, in the manner
provided in section 323A.8-07, or in the limited partnership act
of the jurisdiction in which the party was formed, as the case
may be, as if the merged party were dissolved.
(e) A partner of a party to a merger who does not become a
partner of the surviving partnership or limited partnership is
dissociated from the entity, of which that partner was a
partner, as of the date the merger takes effect. The surviving
entity shall cause the partner's interest in the entity to be
purchased under section 323A.7-01 or another statute
specifically applicable to that partner's interest with respect
to a merger. The surviving entity is bound under section
323A.7-02 by an act of a general partner dissociated under this
subsection, and the partner is liable under section 323A.7-03
for transactions entered into by the surviving entity after the
merger takes effect.
Sec. 51. [323A.9-07] [STATEMENT OF MERGER.]
(a) After a merger under sections 323A.9-05 to 323A.9-07,
the surviving partnership or limited partnership must file a
statement that one or more partnerships or limited partnerships
have merged into the surviving entity.
(b) A statement of merger must contain:
(1) the name of each partnership or limited partnership
that is a party to the merger;
(2) the name of the surviving entity into which the other
partnerships or limited partnerships were merged;
(3) the street address, including the zip code, of the
surviving entity's chief executive office and of an office in
this state, if any; and
(4) whether the surviving entity is a partnership or a
limited partnership.
(c) Except as otherwise provided in subsection (d), for the
purposes of section 323A.3-02, property of the surviving
partnership or limited partnership which before the merger was
held in the name of another party to the merger is property held
in the name of the surviving entity upon filing a statement of
merger.
(d) For the purposes of section 323A.3-02, real property of
the surviving partnership or limited partnership which before
the merger was held in the name of another party to the merger
is property held in the name of the surviving entity upon
recording a certified copy of the statement of merger.
(e) A filed statement of merger, executed and declared to
be accurate pursuant to section 323A.1-05(c), stating the name
of a partnership or limited partnership that is a party to the
merger in whose name property was held before the merger and the
name of the surviving entity, but not containing all of the
other information required by subsection (b), operates with
respect to the partnerships or limited partnerships named to the
extent provided in subsections (c) and (d).
Sec. 52. [323A.9-08] [NONEXCLUSIVE.]
This article is not exclusive. Partnerships or limited
partnerships may be converted or merged in any other manner
provided by law.
ARTICLE 10
LIMITED LIABILITY PARTNERSHIP
Sec. 53. [323A.10-01] [STATEMENT OF QUALIFICATION.]
(a) A partnership may become a limited liability
partnership pursuant to this section.
(b) The terms and conditions on which a partnership becomes
a limited liability partnership must be approved by the vote
necessary to amend the partnership agreement except, in the case
of a partnership agreement that expressly considers obligations
to contribute to the partnership, the vote necessary to amend
those provisions.
(c) After the approval required by subsection (b), a
partnership may become a limited liability partnership by filing
a statement of qualification. The statement must contain:
(1) the name of the partnership;
(2) the street address, including the zip code, of the
partnership's chief executive office and, if different, the
street address, including the zip code, of an office in this
state, if any;
(3) if the partnership does not have an office in this
state, the name and street address, including the zip code, of
the partnership's agent for service of process;
(4) a statement that the partnership elects to be a limited
liability partnership; and
(5) a deferred effective date, if any.
(d) The agent of a limited liability partnership for
service of process must be an individual who is a resident of
this state or other person authorized to do business in this
state.
(e) The status of a partnership as a limited liability
partnership is effective on the later of the filing of the
statement or a date specified in the statement. The status
remains effective, regardless of changes in the partnership,
until it is canceled pursuant to section 323A.1-05(d) or revoked
pursuant to section 323A.10-03.
(f) The status of a partnership as a limited liability
partnership and the liability of its partners is not affected by
errors or later changes in the information required to be
contained in the statement of qualification under subsection (c).
(g) The filing of a statement of qualification establishes
that a partnership has satisfied all conditions precedent to the
qualification of the partnership as a limited liability
partnership.
(h) An amendment or cancellation of a statement of
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
Sec. 54. [323A.10-02] [NAME.]
The name of a limited liability partnership must end with
"Registered Limited Liability Partnership," "Limited Liability
Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP."
Sec. 55. [323A.10-03] [ANNUAL REGISTRATION.]
(a) A limited liability partnership, and a foreign limited
liability partnership authorized to transact business in this
state, shall file an annual registration in the office of the
secretary of state which contains:
(1) the name of the limited liability partnership and the
state or other jurisdiction under whose laws the foreign limited
liability partnership is formed;
(2) the street address, including the zip code, of the
partnership's chief executive office and, if different, the
street address, including the zip code, of an office of the
partnership in this state, if any; and
(3) if the partnership does not have an office in this
state, the name and street address, including the zip code, of
the partnership's current agent for service of process.
(b) An annual registration must be filed once each calendar
year beginning in the year following the calendar year in which
a partnership files a statement of qualification or a foreign
partnership becomes authorized to transact business in this
state.
(c) The secretary of state will revoke the statement of
qualification of a partnership that fails to file an annual
registration when due or pay the required filing fee. To do so,
the secretary of state shall provide the partnership 60 days'
written notice of intent to revoke the statement. The notice
must be mailed to the partnership at its chief executive office
set forth in the last filed statement of qualification or annual
registration. The notice must specify the annual registration
that has not been filed, the fee that has not been paid, and the
effective date of the revocation. The revocation is not
effective if the annual registration is filed and the fee is
paid before the effective date of the revocation.
(d) A revocation under subsection (c) only affects a
partnership's status as a limited liability partnership and is
not an event of dissolution of the partnership.
(e) A partnership whose statement of qualification has been
revoked may apply to the secretary of state for reinstatement
within one year after the effective date of the revocation. A
partnership must file an annual registration to apply for
reinstatement and pay a reinstatement fee of $135.
(f) A reinstatement under subsection (e) relates back to
and takes effect as of the effective date of the revocation, and
the partnership's status as a limited liability partnership
continues as if the revocation had never occurred.
ARTICLE 11
FOREIGN LIMITED LIABILITY PARTNERSHIP
Sec. 56. [323A.11-01] [LAW GOVERNING FOREIGN LIMITED
LIABILITY PARTNERSHIP.]
(a) The law under which a foreign limited liability
partnership is formed governs relations among the partners and
between the partners and the partnership and the liability of
partners for obligations of the partnership.
(b) A foreign limited liability partnership may not be
denied a statement of foreign qualification by reason of any
difference between the law under which the partnership was
formed and the law of this state.
(c) A statement of foreign qualification does not authorize
a foreign limited liability partnership to engage in any
business or exercise any power that a partnership may not engage
in or exercise in this state as a limited liability partnership.
Sec. 57. [323A.11-02] [STATEMENT OF FOREIGN
QUALIFICATION.]
(a) Before transacting business in this state, a foreign
limited liability partnership must file a statement of foreign
qualification. The statement must contain:
(1) the name of the foreign limited liability partnership
which satisfies the requirements of the state or other
jurisdiction under whose law it is formed and ends with
"Registered Limited Liability Partnership," "Limited Liability
Partnership," "R.L.L.P.," "L.L.P.," "RLLP," or "LLP;"
(2) the street address, including the zip code, of the
partnership's chief executive office and, if different, the
street address, including the zip code, of an office of the
partnership in this state, if any;
(3) if there is no office of the partnership in this state,
the name and street address, including the zip code, of the
partnership's agent for service of process; and
(4) a deferred effective date, if any.
(b) The agent of a foreign limited liability company for
service of process must be an individual who is a resident of
this state or other person authorized to do business in this
state.
(c) The status of a partnership as a foreign limited
liability partnership is effective on the later of the filing of
the statement of foreign qualification or a date specified in
the statement. The status remains effective, regardless of
changes in the partnership, until it is canceled pursuant to
section 323A.1-05(d) or revoked pursuant to section 323A.10-03.
(d) An amendment or cancellation of a statement of foreign
qualification is effective when it is filed or on a deferred
effective date specified in the amendment or cancellation.
Sec. 58. [323A.11-03] [EFFECT OF FAILURE TO QUALIFY.]
(a) A foreign limited liability partnership transacting
business in this state may not maintain an action or proceeding
in this state unless it has in effect a statement of foreign
qualification.
(b) The failure of a foreign limited liability partnership
to have in effect a statement of foreign qualification does not
impair the validity of a contract or act of the foreign limited
liability partnership or preclude it from defending an action or
proceeding in this state.
(c) A limitation on personal liability of a partner is not
waived solely by transacting business in this state without a
statement of foreign qualification.
(d) If a foreign limited liability partnership transacts
business in this state without a statement of foreign
qualification, the secretary of state is its agent for service
of process with respect to a right of action arising out of the
transaction of business in this state.
Sec. 59. [323A.11-04] [ACTIVITIES NOT CONSTITUTING
TRANSACTING BUSINESS.]
(a) Activities of a foreign limited liability partnership
which do not constitute transacting business for the purpose of
this article include:
(1) maintaining, defending, or settling an action or
proceeding;
(2) holding meetings of its partners or carrying on any
other activity concerning its internal affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer,
exchange, and registration of the partnership's own securities
or maintaining trustees or depositories with respect to those
securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or
through employees or agents or otherwise, if the orders require
acceptance outside this state before they become contracts;
(7) creating or acquiring indebtedness, with or without a
mortgage, or other security interest in property;
(8) collecting debts, including foreclosing mortgages,
cancelling contracts for deed, enforcing other security
interests on property securing debts, accepting deeds or other
instruments of title from debtors in lieu of foreclosure,
cancellation or other enforcement, and holding, protecting, and
maintaining property so acquired;
(9) conducting an isolated transaction that is completed
within 30 days and is not one in the course of similar
transactions; and
(10) transacting business in interstate commerce.
(b) For purposes of this article, the ownership in this
state of income-producing real property or tangible personal
property, other than property excluded under subsection (a),
constitutes transacting business in this state.
(c) This section does not apply in determining the contacts
or activities that may subject a foreign limited liability
partnership to service of process, taxation, or regulation under
any other law of this state.
Sec. 60. [323A.11-05] [ACTION BY ATTORNEY GENERAL.]
The attorney general may maintain an action to restrain a
foreign limited liability partnership from transacting business
in this state in violation of this article.
ARTICLE 12
MISCELLANEOUS PROVISIONS
Sec. 61. [322A.88] [LIMITED LIABILITY LIMITED
PARTNERSHIP.]
(a) A limited partnership may become a limited liability
partnership by:
(1) obtaining approval of the terms and conditions under
which the limited partnership elects limited liability limited
partnership status by the vote necessary to amend the limited
partnership agreement except, in the case of a limited
partnership agreement that expressly considers contribution
obligations, the vote necessary to amend those provisions;
(2) filing a statement of qualification under section
323A.10-01(c) of the Uniform Partnership Act (1994); and
(3) complying with the name requirements of section
323A.10-02 of the Uniform Partnership Act (1994).
(b) A limited liability limited partnership continues to be
the same entity that existed before the filing of a statement of
qualification under section 323A.10-01(c) of the Uniform
Partnership Act (1994).
(c) Sections 323A.3-06(c) and 323A.3-07(f) of the Uniform
Partnership Act (1994) apply to both general and limited
partners of a limited liability limited partnership.
Sec. 62. [323A.12-01] [SHORT TITLE.]
Chapter 323A may be cited as the Uniform Partnership Act
(1994).
Sec. 63. [323A.12-02] [APPLICABILITY.]
(a) Before January 1, 2002, chapter 323A governs only a
partnership formed:
(1) after the effective date of chapter 323A unless that
partnership is continuing the business of a dissolved
partnership under section 323.40; and
(2) before the effective date of chapter 323A that elects,
as provided by subsection (c), to be governed by chapter 323A.
(b) On and after January 1, 2002, chapter 323A governs all
partnerships.
(c) Before January 1, 2002, a partnership voluntarily may
elect, in the manner provided in its partnership agreement or by
law for amending the partnership agreement, to be governed by
chapter 323A. The provisions of chapter 323A relating to the
liability of the partnership's partners to third parties apply
to limit those partners' liability to a third party who had done
business with the partnership within one year preceding the
partnership's election to be governed by chapter 323A, only if
the third party knows or has received a notification of the
partnership's election to be governed by chapter 323A.
Sec. 64. [323A.12-03] [EFFECT OF DESIGNATION.]
Except as otherwise provided in this chapter, a partnership
remains the same entity for purposes of holding title to or
conveying an interest in real or personal property and for all
other purposes:
(1) during the winding up of the partnership following its
dissolution;
(2) whether the status of a partnership that is a limited
liability partnership terminates under section 323A.1-05(d) or
section 323A.10-03; and
(3) regardless of whether the words "limited liability
partnership," "professional limited liability partnership,"
"general partnership," "registered limited liability
partnership," or the designation "L.L.P.," "LLP," "P.L.L.P.,"
"PLLP," "R.L.L.P.," or "RLLP" are used in an instrument
conveying an interest in real or personal property to or from
the partnership or in any other writing.
Sec. 65. Laws 1997, chapter 22, article 1, section 6,
subdivision 3, is amended to read:
Subd. 3. [RELATIONSHIP TO PERSON SERVED.] (a) Sections
319B.01 to 319B.12 do not alter any law applicable to the
relationship between a person furnishing professional services
and a person receiving the professional services, including
liability arising out of the professional services and the
confidential relationship and privilege of communications
between the person furnishing professional services and the
person receiving the professional services.
(b) Sections 319B.01 to 319B.12 do not alter any law
applicable to the relationship between a professional firm
furnishing professional services and a person receiving the
professional services, including liability arising out of the
professional services and the confidential relationship and
privilege of communications between the professional firm
furnishing professional services and the person receiving the
professional services.
(c) Whether a Minnesota professional firm's owners and
persons who control, manage, or act for the firm are personally
liable for the firm's debts and obligations is determined
according to the firm's generally applicable governing law.
Sec. 66. [UNIFORMITY OF APPLICATION AND CONSTRUCTION.]
Minnesota Statutes, chapter 323A, shall be applied and
construed to effectuate its general purpose to make uniform the
law with respect to the subject of this chapter among states
enacting it.
Sec. 67. [EFFECTIVE DATE.]
Minnesota Statutes, chapter 323A, takes effect January 1,
1999.
Section 65 is effective January 1, 1997.
Sec. 68. [REPEALERS.]
Minnesota Statutes 1996, sections 323.01; 323.02,
subdivisions 1, 2, 3, 4, 5, 6, 7, and 8; 323.03; 323.04; 323.05;
323.06; 323.07; 323.08; 323.09; 323.10; 323.11; 323.12; 323.13;
323.14; 323.15; 323.16; 323.17; 323.18; 323.19; 323.20; 323.21;
323.22; 323.23; 323.24; 323.25; 323.26; 323.27; 323.28; 323.29;
323.30; 323.31; 323.32; 323.33; 323.34; 323.35; 323.36; 323.37;
323.38; 323.39; 323.40; 323.41; 323.42; 323.43; 323.44; 323.45;
323.46; and 323.47, are repealed effective January 1, 2002.
Sec. 69. [SAVINGS CLAUSE.]
Minnesota Statutes, chapter 323A, does not affect an action
or proceeding commenced or right accrued before January 1, 1999.
Sec. 70. [REVISOR INSTRUCTION.]
The revisor of statutes shall change the references to
chapter 323 or any of its sections in Minnesota Statutes to
chapter 323A or any of its sections as appropriate to reflect
the changes made in this act.
In the next edition of Minnesota Statutes, where a section
of Minnesota Statutes refers to chapter 319A or a section or
subdivision of that chapter, the revisor shall add a reference
to the chapter 319B enacted in 1997 or the equivalent section or
subdivision of chapter 319B.
Presented to the governor May 17, 1997
Signed by the governor May 19, 1997, 7:09 p.m.
Official Publication of the State of Minnesota
Revisor of Statutes