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Minnesota Legislature

Office of the Revisor of Statutes

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

                            CHAPTER 199-S.F.No. 1803 
                  An act relating to business organizations; enacting 
                  and modifying the Uniform Limited Partnership Act of 
                  2001; providing transitional provisions; making 
                  conforming changes; regulating the organization, 
                  structure, and governance of business corporations, 
                  nonprofit corporations, and limited liability 
                  companies; appropriating money; amending Minnesota 
                  Statutes 2002, sections 5.25, subdivision 1; 302A.011, 
                  subdivisions 21, 31, 49, 51, by adding subdivisions; 
                  302A.111, subdivision 2; 302A.115, subdivision 1; 
                  302A.137; 302A.215; 302A.231, subdivisions 4, 6; 
                  302A.401, subdivision 3; 302A.402, subdivision 2; 
                  302A.437, subdivision 1; 302A.441; 302A.471, 
                  subdivisions 1, 3; 302A.473, subdivisions 3, 4; 
                  302A.521, subdivision 1; 302A.651, subdivision 1; 
                  302A.661, subdivision 2; 302A.723, subdivision 1; 
                  308A.121, subdivision 1; 317A.011, subdivision 14, by 
                  adding a subdivision; 317A.115, subdivision 2; 
                  317A.231, subdivisions 4, 5; 317A.447; 322B.03, 
                  subdivisions 36a, 45a; 322B.115, subdivision 2; 
                  322B.12, subdivision 1; 322B.155; 322B.346, 
                  subdivision 1; 322B.35, subdivision 1; 322B.383, 
                  subdivision 1; 322B.386, subdivisions 3, 4; 322B.40, 
                  subdivision 6; 322B.63; 322B.643, subdivisions 4, 6; 
                  322B.77, subdivision 2; 323A.1-01; Minnesota Statutes 
                  2003 Supplement, section 317A.443, subdivision 2; 
                  proposing coding for new law in Minnesota Statutes, 
                  chapters 302A; 322B; proposing coding for new law as 
                  Minnesota Statutes, chapter 321; repealing Minnesota 
                  Statutes 2002, sections 322A.01; 322A.02; 322A.03; 
                  322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 
                  322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 
                  322A.19; 322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 
                  322A.31; 322A.32; 322A.33; 322A.34; 322A.35; 322A.38; 
                  322A.39; 322A.40; 322A.41; 322A.45; 322A.46; 322A.47; 
                  322A.48; 322A.49; 322A.50; 322A.51; 322A.52; 322A.55; 
                  322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 322A.64; 
                  322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 
                  322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 
                  322A.80; 322A.81; 322A.82; 322A.85; 322A.86; 322A.87; 
                  322A.88. 
        BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 

                                   ARTICLE 1 
                               GENERAL PROVISIONS 
           Section 1.  [321.101] [SHORT TITLE.] 
           This chapter may be cited as the Uniform Limited 
        Partnership Act 2001. 
           Sec. 2.  [321.102] [DEFINITIONS.] 
           In this chapter: 
           (1) "Certificate of limited partnership" means the 
        certificate required by section 321.201.  The term includes the 
        certificate as amended or restated. 
           (2) "Contribution," except in the phrase "right of 
        contribution," means any benefit provided by a person to a 
        limited partnership in order to become a partner or in the 
        person's capacity as a partner. 
           (3) "Debtor in bankruptcy" means a person that is the 
        subject of: 
           (A) an order for relief under Title 11 of the United States 
        Code or a comparable order under a successor statute of general 
        application; or 
           (B) a comparable order under federal, state, or foreign law 
        governing insolvency. 
           (4) "Designated office" means: 
           (A) with respect to a limited partnership, the office that 
        the limited partnership is required to designate and maintain 
        under section 321.114; and 
           (B) with respect to a foreign limited partnership, its 
        principal office. 
           (5) "Distribution" means a transfer of money or other 
        property from a limited partnership to a partner in the 
        partner's capacity as a partner or to a transferee on account of 
        a transferable interest owned by the transferee. 
           (6) "Foreign limited liability limited partnership" means a 
        foreign limited partnership whose general partners have limited 
        liability for the obligations of the foreign limited partnership 
        under a provision similar to section 321.404(c). 
           (7) "Foreign limited partnership" means a partnership 
        formed under the laws of a jurisdiction other than this state 
        and required by those laws to have one or more general partners 
        and one or more limited partners.  The term includes a foreign 
        limited liability limited partnership. 
           (8) "General partner" means: 
           (A) with respect to a limited partnership, a person that: 
           (i) becomes a general partner under section 321.401 and has 
        not become dissociated as a general partner under section 
        321.603; or 
           (ii) was a general partner in a limited partnership when 
        the limited partnership became subject to this chapter under 
        section 321.1206(b), (c), or (f) and has not become dissociated 
        as a general partner under section 321.603; and 
           (B) with respect to a foreign limited partnership, a person 
        that has rights, powers, and obligations similar to those of a 
        general partner in a limited partnership. 
           (9) "Limited liability limited partnership," except in the 
        phrases "foreign limited liability limited partnership" and 
        "limited partnership that is a limited liability limited 
        partnership under section 322A.88," means: 
           (A) a limited partnership whose certificate of limited 
        partnership states that the limited partnership is a limited 
        liability limited partnership; or 
           (B) a limited partnership that: 
           (i) became subject to this chapter under section 
        321.1206(b), (c), or (f); 
           (ii) immediately before becoming subject to this chapter 
        was a limited liability limited partnership under section 
        322A.88; and 
           (iii) since becoming subject to this chapter has not 
        amended its certificate of limited partnership to state that it 
        is not a limited liability limited partnership. 
           (10) "Limited partner" means: 
           (A) with respect to a limited partnership, a person that: 
           (i) becomes a limited partner under section 321.301 and has 
        not become dissociated as a limited partner under section 
        321.601; or 
           (ii) was a limited partner in a limited partnership when 
        the limited partnership became subject to this chapter under 
        section 321.1206(b), (c), or (f) and has not become dissociated 
        as a limited partner under section 321.601; and 
           (B) with respect to a foreign limited partnership, a person 
        that has rights, powers, and obligations similar to those of a 
        limited partner in a limited partnership. 
           (11) "Limited partnership," except in the phrases "foreign 
        limited partnership," "foreign limited liability limited 
        partnership," "limited partnership formed under chapter 322," 
        "limited partnership formed under chapter 322A," and "limited 
        partnership that is a limited liability limited partnership 
        under chapter 322A," means an entity, having one or more general 
        partners and one or more limited partners, which is formed under 
        this chapter by two or more persons or becomes subject to this 
        chapter under article 11 or section 321.1206(b), (c), or (f).  
        The term includes a limited liability limited partnership. 
           (12) "Partner" means a limited partner or general partner. 
           (13) "Partnership agreement" means the partners' agreement, 
        whether oral, implied, in a record, or in any combination, 
        concerning the limited partnership.  The term includes the 
        agreement as amended. 
           (14) "Person" means an individual, corporation, business 
        trust, estate, trust, partnership, limited liability company, 
        association, joint venture, government; governmental 
        subdivision, agency, or instrumentality; public corporation, or 
        any other legal or commercial entity. 
           (15) "Person dissociated as a general partner" means a 
        person dissociated as a general partner of a limited partnership.
           (16) "Principal office" means the office where the 
        principal executive office of a limited partnership or foreign 
        limited partnership is located, whether or not the office is 
        located in this state. 
           (17) "Record" means information that is inscribed on a 
        tangible medium or that is stored in an electronic or other 
        medium and is retrievable in perceivable form. 
           (18) "Required information" means the information that a 
        limited partnership is required to maintain under section 
        321.111. 
           (19) "Sign" means: 
           (A) to execute or adopt a tangible symbol with the present 
        intent to authenticate a record; or 
           (B) to attach or logically associate an electronic symbol, 
        sound, or process to or with a record with the present intent to 
        authenticate the record. 
           (20) "State" means a state of the United States, the 
        District of Columbia, Puerto Rico, the United States Virgin 
        Islands, or any territory or insular possession subject to the 
        jurisdiction of the United States. 
           (21) "Transfer" includes an assignment, conveyance, deed, 
        bill of sale, lease, mortgage, security interest, encumbrance, 
        gift, and transfer by operation of law. 
           (22) "Transferable interest" means a partner's right to 
        receive distributions. 
           (23) "Transferee" means, except in section 321.409, a 
        person to which all or part of a transferable interest has been 
        transferred, whether or not the transferor is a partner. 
           Sec. 3.  [321.103] [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; 
           (3) has reason to know it exists from all of the facts 
        known to the person at the time in question; or 
           (4) has notice of it under subsection (c) or (d). 
           (c) A certificate of limited partnership on file in the 
        office of the secretary of state is notice that the partnership 
        is a limited partnership and the persons designated in the 
        certificate as general partners are general partners.  Except as 
        otherwise provided in subsections (d) and (i), the certificate 
        is not notice of any other fact. 
           (d) Subject to subsection (i), a person has notice of: 
           (1) another person's dissociation as a general partner, 90 
        days after the effective date of a filed amendment to the 
        certificate of limited partnership which states that the other 
        person has dissociated or 90 days after the effective date of a 
        filed statement of dissociation pertaining to the other person, 
        whichever occurs first; 
           (2) a limited partnership's dissolution, 90 days after the 
        effective date of a filed amendment to the certificate of 
        limited partnership stating that the limited partnership is 
        dissolved; 
           (3) a limited partnership's termination, 90 days after the 
        effective date of a filed statement of termination; 
           (4) a limited partnership's conversion under article 11, 90 
        days after the effective date of the filed articles of 
        conversion; or 
           (5) a merger under article 11, 90 days after the effective 
        date of the filed articles of merger. 
           (e) A person notifies or gives a notification to another 
        person by taking steps reasonably required to inform the other 
        person in ordinary course, whether or not the other person 
        learns of it. 
           (f) A person receives a notification when the notification: 
           (1) comes to the person's attention; or 
           (2) is delivered at the person's place of business or at 
        any other place held out by the person as a place for receiving 
        communications. 
           (g) Except as otherwise provided in subsection (h), 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 for the person 
        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.  A person other than an individual exercises 
        reasonable diligence if it maintains reasonable routines for 
        communicating significant information to the individual 
        conducting the transaction for the person 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. 
           (h) A general partner's knowledge, notice, or receipt of a 
        notification of a fact relating to the limited partnership is 
        effective immediately as knowledge of, notice to, or receipt of 
        a notification by the limited partnership, except in the case of 
        a fraud on the limited partnership committed by or with the 
        consent of the general partner.  A limited partner's knowledge, 
        notice, or receipt of a notification of a fact relating to the 
        limited partnership is not effective as knowledge of, notice to, 
        or receipt of a notification by the limited partnership. 
           (i) Notice otherwise effective under subsection (d) does 
        not affect the power of a person to transfer real property held 
        in the name of a limited partnership unless at the time of 
        transfer a certified copy of the relevant statement, amendment, 
        or articles, as filed with the secretary of state, has been 
        recorded in the Office of the County Recorder in the county in 
        which the real property affected by the statement, amendment, or 
        articles is located or, if the real property is registered under 
        chapter 508 or 508A, memorialized on the certificate of title 
        for that property. 
           Sec. 4.  [321.104] [NATURE, PURPOSE, AND DURATION OF 
        ENTITY.] 
           (a) A limited partnership is an entity distinct from its 
        partners.  A limited partnership is the same entity regardless 
        of whether its certificate states that the limited partnership 
        is a limited liability limited partnership. 
           (b) A limited partnership may be organized under this 
        chapter for any lawful purpose. 
           (c) A limited partnership has a perpetual duration. 
           Sec. 5.  [321.105] [POWERS.] 
           A limited partnership has the powers to do all things 
        necessary or convenient to carry on its activities, including 
        the power to sue, be sued, and defend in its own name and to 
        maintain an action against a partner for harm caused to the 
        limited partnership by a breach of the partnership agreement or 
        violation of a duty to the partnership. 
           Sec. 6.  [321.106] [GOVERNING LAW.] 
           The law of this state governs relations among the partners 
        of a limited partnership and between the partners and the 
        limited partnership and the liability of partners as partners 
        for an obligation of the limited partnership. 
           Sec. 7.  [321.107] [SUPPLEMENTAL PRINCIPLES OF LAW; RATE OF 
        INTEREST.] 
           (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 section 334.01. 
           Sec. 8.  [321.108] [NAME.] 
           (a) The name of a limited partnership may contain the name 
        of any partner. 
           (b) The name of a limited partnership that is not a limited 
        liability limited partnership must contain the phrase "limited 
        partnership" or the abbreviation "L.P." or "LP" and may not 
        contain the phrase "limited liability limited partnership" or 
        the abbreviation "LLLP" or "L.L.L.P." 
           (c) Except as provided in section 321.1206(d)(1), the name 
        of a limited liability limited partnership must contain the 
        phrase "limited liability limited partnership" or the 
        abbreviation "LLLP" or "L.L.L.P." and must not otherwise contain 
        the abbreviation "L.P." or "LP." 
           (d) The limited partnership name shall not contain a word 
        or phrase that indicates or implies that it is formed for a 
        purpose other than a legal purpose. 
           (e) The limited partnership name shall be distinguishable 
        upon the records in the Office of the Secretary of State from 
        the name of each domestic corporation, limited partnership, 
        limited liability partnership, and limited liability company, 
        whether profit or nonprofit, and each foreign corporation, 
        limited partnership, limited liability partnership, and limited 
        liability company authorized or registered to do business in 
        this state, whether profit or nonprofit, and each name the right 
        to which is, at the time of formation, reserved as provided for 
        in sections 302A.117, 322A.03, 322B.125, or 333.001 to 333.54, 
        unless there is filed with the certificate of limited 
        partnership one of the following: 
           (1) the written consent of the domestic corporation, 
        limited partnership, limited liability partnership, or limited 
        liability company, or the foreign corporation, limited 
        partnership, limited liability partnership, or limited liability 
        company 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; 
           (2) 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 
           (3) the applicant's affidavit that the corporation, limited 
        partnership, or limited liability company with the name that is 
        not distinguishable has been incorporated or on file in this 
        state for at least three years prior to the affidavit, if it is 
        a domestic corporation, limited partnership, or limited 
        liability company, 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 corporation, limited partnership, 
        or limited liability company, 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; that the corporation, limited 
        partnership, or limited liability company or holder has not 
        during the three-year period before the affidavit filed any 
        document with the secretary of state; that the applicant has 
        mailed written notice to the corporation, limited partnership, 
        or limited liability company 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 corporation or limited 
        liability company 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, stating 
        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 corporation, limited 
        partnership, limited liability company, 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 
        corporation, limited partnership, or limited liability company 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the corporation, limited 
        partnership, or limited liability company 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 corporation, limited partnership, 
        limited liability company, 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. 
           (f) The secretary of state shall determine whether a name 
        is distinguishable from another name for purposes of this 
        section and section 321.109. 
           (g) This section and section 321.109 do 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, 
        trade names, trademarks, service names, service marks, or any 
        other rights to the exclusive use of names or symbols; nor 
        derogate the common law or the principles of equity. 
           (h) A limited partnership that is the surviving 
        organization in a merger with one or more other organizations, 
        or that is formed by the reorganization of one or more 
        organizations, or that acquires by sale, lease, or other 
        disposition to or exchange with an organization all or 
        substantially all of the assets of another organization, 
        including its name, may have the same name as that used in this 
        state by any of the other organizations, if the other 
        organization whose name is sought to be used was organized under 
        the laws of, or is authorized to transact business in, this 
        state. 
           (i) The use of a name by a limited partnership in violation 
        of this section does not affect or vitiate its existence, but a 
        court in this state may, upon application of the state or of a 
        person interested or affected, enjoin the limited partnership 
        from doing business under a name assumed in violation of this 
        section, although its certificate of limited partnership may 
        have been filed with the secretary of state and a certificate of 
        formation issued. 
           (j) 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. 9.  [321.109] [RESERVATION OF NAME.] 
           (a) The exclusive right to the use of a limited partnership 
        name otherwise permitted by section 321.108 may be reserved by: 
           (1) a person doing business in this state under that name; 
           (2) a person intending to form a limited partnership under 
        this chapter; 
           (3) a limited partnership intending to change its name; 
           (4) a foreign limited partnership intending to make 
        application for a certificate of authority to transact business 
        in this state; 
           (5) a foreign limited partnership authorized to transact 
        business in this state and intending to change its name; 
           (6) a person intending to form a limited partnership in 
        another state and intending to have the foreign limited 
        partnership make application for a certificate of authority to 
        transact business in this state; 
           (7) a foreign limited partnership formed under a name that 
        does not comply with section 321.108(b) or (c), but the name 
        reserved under this paragraph may differ from the foreign 
        limited partnership's name only to the extent necessary to 
        comply with section 321.108(b) and (c); or 
           (8) a foreign limited partnership doing business under that 
        name or a name not distinguishable from that name in one or more 
        states other than this state and not described in clause (4), 
        (5), (6), or (7). 
           (b) The reservation shall be made by delivering for filing 
        with the secretary of state a request that the name be 
        reserved.  If the name is available for use by the applicant, 
        the secretary of state shall reserve the name for the exclusive 
        use of the applicant for a period of 12 months.  The reservation 
        may be renewed for successive 12-month periods. 
           (c) The right to the exclusive use of a limited partnership 
        name reserved pursuant to this section may be transferred to 
        another person by or on behalf of the applicant for whom the 
        name was reserved by delivering for filing with the secretary of 
        state a notice of the transfer and specifying the name and 
        address of the transferee. 
           Sec. 10.  [321.110] [EFFECT OF PARTNERSHIP AGREEMENT; 
        NONWAIVABLE PROVISIONS.] 
           (a) Except as otherwise provided in subsection (b), the 
        partnership agreement governs relations among the partners and 
        between the partners and the partnership.  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) A partnership agreement may not: 
           (1) vary a limited partnership's power under section 
        321.105 to sue, be sued, and defend in its own name; 
           (2) vary the law applicable to a limited partnership under 
        section 321.106; 
           (3) vary the requirements of section 321.204; 
           (4) vary the information required under section 321.111 or 
        unreasonably restrict the right to information under section 
        321.304 or 321.407, but the partnership agreement may impose 
        reasonable restrictions on the availability and use of 
        information obtained under those sections and may define 
        appropriate remedies, including liquidated damages, for a breach 
        of any reasonable restriction on use; 
           (5) eliminate the duty of loyalty under section 321.408, 
        but the partnership agreement may: 
           (A) identify specific types or categories of activities 
        that do not violate the duty of loyalty, if not manifestly 
        unreasonable; and 
           (B) specify the number or percentage of partners which may 
        authorize or ratify, after full disclosure to all partners of 
        all material facts, a specific act or transaction that otherwise 
        would violate the duty of loyalty; 
           (6) unreasonably reduce the duty of care under section 
        321.408(c); 
           (7) eliminate the obligation of good faith and fair dealing 
        under sections 321.305(b) and 321.408(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; 
           (8) vary the power of a person to dissociate as a general 
        partner under section 321.604(a) except to require that the 
        notice under section 321.603(1) be in a record; 
           (9) vary the power of a court to decree dissolution in the 
        circumstances specified in section 321.802; 
           (10) vary the requirement to wind up the partnership's 
        business as specified in section 321.803; 
           (11) unreasonably restrict the right to maintain an action 
        under article 10; 
           (12) restrict the right of a partner under section 
        321.1110(a) to approve a conversion or merger or the right of a 
        general partner under section 321.1110(b) to consent to an 
        amendment to the certificate of limited partnership which 
        deletes a statement that the limited partnership is a limited 
        liability limited partnership; or 
           (13) restrict rights under this chapter of a person other 
        than a partner or a transferee. 
           Sec. 11.  [321.111] [REQUIRED INFORMATION.] 
           A limited partnership shall maintain at its designated 
        office the following information: 
           (1) a current list showing the full name and last known 
        street and mailing address of each partner, separately 
        identifying the general partners, in alphabetical order, and the 
        limited partners, in alphabetical order; 
           (2) a copy of the initial certificate of limited 
        partnership and all amendments to and restatements of the 
        certificate, together with signed copies of any powers of 
        attorney under which any certificate, amendment, or restatement 
        has been signed; 
           (3) a copy of any filed articles of conversion or merger; 
           (4) a copy of the limited partnership's federal, state, and 
        local income tax returns and reports, if any, for the three most 
        recent years; 
           (5) a copy of any partnership agreement made in a record 
        and any amendment made in a record to any partnership agreement; 
           (6) a copy of any financial statement of the limited 
        partnership for the three most recent years; 
           (7) a copy of the three most recent annual reports 
        delivered by the limited partnership to the secretary of state 
        pursuant to section 321.210; 
           (8) a copy of any record made by the limited partnership 
        during the past three years of any consent given by or vote 
        taken of any partner pursuant to this chapter or the partnership 
        agreement; and 
           (9) unless contained in a partnership agreement made in a 
        record, a record stating: 
           (A) the amount of cash, and a description and statement of 
        the agreed value of the other benefits, contributed and agreed 
        to be contributed by each partner; 
           (B) the times at which, or events on the happening of 
        which, any additional contributions agreed to be made by each 
        partner are to be made; 
           (C) for any person that is both a general partner and a 
        limited partner, a specification of what transferable interest 
        the person owns in each capacity; and 
           (D) any events upon the happening of which the limited 
        partnership is to be dissolved and its activities wound up. 
           Sec. 12.  [321.112] [BUSINESS TRANSACTIONS OF PARTNER WITH 
        PARTNERSHIP.] 
           A partner may lend money to and transact other business 
        with the limited partnership and has the same rights and 
        obligations with respect to the loan or other transaction as a 
        person that is not a partner. 
           Sec. 13.  [321.113] [DUAL CAPACITY.] 
           A person may be both a general partner and a limited 
        partner.  A person that is both a general and limited partner 
        has the rights, powers, duties, and obligations provided by this 
        chapter and the partnership agreement in each of those 
        capacities.  When the person acts as a general partner, the 
        person is subject to the obligations, duties and restrictions 
        under this chapter and the partnership agreement for general 
        partners.  When the person acts as a limited partner, the person 
        is subject to the obligations, duties and restrictions under 
        this chapter and the partnership agreement for limited partners. 
           Sec. 14.  [321.114] [OFFICE AND AGENT FOR SERVICE OF 
        PROCESS.] 
           (a) A limited partnership shall designate and continuously 
        maintain in this state: 
           (1) an office, which need not be a place of its activity in 
        this state; and 
           (2) an agent for service of process. 
           (b) A foreign limited partnership shall designate and 
        continuously maintain in this state an agent for service of 
        process. 
           (c) An agent for service of process of a limited 
        partnership or foreign limited partnership must be an individual 
        who is a resident of this state or other person authorized to do 
        business in this state. 
           Sec. 15.  [321.115] [CHANGE OF DESIGNATED OFFICE OR AGENT 
        FOR SERVICE OF PROCESS.] 
           (a) In order to change its designated office, agent for 
        service of process, or the address of its agent for service of 
        process, a limited partnership or a foreign limited partnership 
        may deliver to the secretary of state for filing a statement of 
        change containing: 
           (1) the name of the limited partnership or foreign limited 
        partnership; 
           (2) if the current designated office is to be changed, the 
        street and mailing address of the new designated office; and 
           (3) if the current agent for service of process or an 
        address of the agent is to be changed, the new information. 
           (b) Subject to section 321.206(c), a statement of change is 
        effective when filed by the secretary of state. 
           Sec. 16.  [321.116] [RESIGNATION OF AGENT FOR SERVICE OF 
        PROCESS.] 
           Subdivision 1.  [RESIGNATION OF AGENT.] An agent of a 
        limited partnership or a foreign limited partnership may resign 
        by delivering for filing with the secretary of state a signed 
        written notice of resignation, including a statement that a 
        signed copy of the notice has been given to the limited 
        partnership at its principal office or to a legal representative 
        of the limited partnership.  The appointment of the agent 
        terminates 30 days after the notice is filed by the secretary of 
        state. 
           Subd. 2.  [CHANGE OF BUSINESS ADDRESS OR NAME OF AGENT.] If 
        the business address or name of an agent changes, the agent 
        shall change the address of the designated office or the name of 
        the agent, as the case may be, of each limited partnership or 
        foreign limited partnership represented by that agent by 
        delivering for filing with the secretary of state a change of 
        designated office statement signed by the agent, stating that a 
        copy of the statement has been mailed to each of those limited 
        partnerships or foreign limited partnerships or to the legal 
        representative of each of those limited partnerships or foreign 
        limited partnerships. 
           Sec. 17.  [321.117] [SERVICE OF PROCESS.] 
           A process, notice, or demand required or permitted by law 
        to be served may be served as provided in section 5.25. 
           Sec. 18.  [321.118] [CONSENT AND PROXIES OF PARTNERS.] 
           Action requiring the consent of partners under this chapter 
        may be taken without a meeting, and a partner may appoint a 
        proxy to consent or otherwise act for the partner by signing an 
        appointment record, either personally or by the partner's 
        attorney in fact. 

                                   ARTICLE 2 
                 FORMATION; CERTIFICATE OF LIMITED PARTNERSHIP 
                               AND OTHER FILINGS 
           Sec. 19.  [321.201] [FORMATION OF LIMITED PARTNERSHIP; 
        CERTIFICATE OF LIMITED PARTNERSHIP.] 
           (a) In order for a limited partnership to be formed, a 
        certificate of limited partnership must be delivered to the 
        secretary of state for filing.  The certificate must state: 
           (1) the name of the limited partnership, which must comply 
        with section 321.108; 
           (2) the street and mailing address of the initial 
        designated office and the name and street and mailing address of 
        the initial agent for service of process; 
           (3) the name and the street and mailing address of each 
        general partner; 
           (4) whether the limited partnership is a limited liability 
        limited partnership; and 
           (5) any additional information required by article 11. 
           (b) A certificate of limited partnership may also contain 
        any other matters but may not vary or otherwise affect the 
        provisions specified in section 321.110(b) in a manner 
        inconsistent with that section. 
           (c) If there has been substantial compliance with 
        subsection (a), subject to section 321.206(c) a limited 
        partnership is formed when the secretary of state files the 
        certificate of limited partnership. 
           (d) Subject to subsection (b), if any provision of a 
        partnership agreement is inconsistent with the filed certificate 
        of limited partnership or with a filed statement of 
        dissociation, termination, or change or filed articles of 
        conversion or merger: 
           (1) the partnership agreement prevails as to partners and 
        transferees; and 
           (2) the filed certificate of limited partnership, statement 
        of dissociation, termination, or change or articles of 
        conversion or merger prevail as to persons, other than partners 
        and transferees, that reasonably rely on the filed record to 
        their detriment. 
           Sec. 20.  [321.202] [AMENDMENT OR RESTATEMENT OF 
        CERTIFICATE.] 
           (a) In order to amend its certificate of limited 
        partnership, a limited partnership must deliver to the secretary 
        of state for filing an amendment or, pursuant to article 11, 
        articles of merger stating: 
           (1) the name of the limited partnership; 
           (2) the date of filing of its initial certificate; and 
           (3) the changes the amendment makes to the certificate as 
        most recently amended or restated. 
           (b) A limited partnership shall promptly deliver to the 
        secretary of state for filing an amendment to a certificate of 
        limited partnership to reflect: 
           (1) the admission of a new general partner; 
           (2) the dissociation of a person as a general partner; or 
           (3) the appointment of a person to wind up the limited 
        partnership's activities under section 321.803(c) or (d). 
           (c) A general partner that knows that any information in a 
        filed certificate of limited partnership was false when the 
        certificate was filed or has become false due to changed 
        circumstances shall promptly: 
           (1) cause the certificate to be amended; or 
           (2) if appropriate, deliver to the secretary of state for 
        filing a statement of change pursuant to section 321.115 or a 
        statement of correction pursuant to section 321.207. 
           (d) A certificate of limited partnership may be amended at 
        any time for any other proper purpose as determined by the 
        limited partnership. 
           (e) A restated certificate of limited partnership may be 
        delivered to the secretary of state for filing in the same 
        manner as an amendment. 
           (f) Subject to section 321.206(c), an amendment or restated 
        certificate is effective when filed by the secretary of state. 
           Sec. 21.  [321.203] [STATEMENT OF TERMINATION.] 
           A dissolved limited partnership that has completed winding 
        up may deliver to the secretary of state for filing a statement 
        of termination that states: 
           (1) the name of the limited partnership; 
           (2) the date of filing of its initial certificate of 
        limited partnership; and 
           (3) any other information as determined by the general 
        partners filing the statement or by a person appointed pursuant 
        to section 321.803(c) or (d). 
           Sec. 22.  [321.204] [SIGNING OF RECORDS.] 
           (a) Each record delivered to the secretary of state for 
        filing pursuant to this chapter must be signed in the following 
        manner: 
           (1) An initial certificate of limited partnership must be 
        signed by all general partners listed in the certificate. 
           (2) An amendment adding or deleting a statement that the 
        limited partnership is a limited liability limited partnership 
        must be signed by all general partners listed in the certificate.
           (3) An amendment designating as general partner a person 
        admitted under section 321.801(3)(B) following the dissociation 
        of a limited partnership's last general partner must be signed 
        by that person. 
           (4) An amendment required by section 321.803(c) following 
        the appointment of a person to wind up the dissolved limited 
        partnership's activities must be signed by that person. 
           (5) Any other amendment must be signed by: 
           (A) at least one general partner listed in the certificate; 
           (B) each other person designated in the amendment as a new 
        general partner; and 
           (C) each person that the amendment indicates has 
        dissociated as a general partner, unless: 
           (i) the person is deceased or a guardian or general 
        conservator has been appointed for the person and the amendment 
        so states; or 
           (ii) the person has previously delivered to the secretary 
        of state for filing a statement of dissociation. 
           (6) A restated certificate of limited partnership must be 
        signed by at least one general partner listed in the 
        certificate, and, to the extent the restated certificate effects 
        a change under any other paragraph of this subsection, the 
        certificate must be signed in a manner that satisfies that 
        paragraph. 
           (7) A statement of termination must be signed by all 
        general partners listed in the certificate or, if the 
        certificate of a dissolved limited partnership lists no general 
        partners, by the person appointed pursuant to section 321.803(c) 
        or (d) to wind up the dissolved limited partnership's activities.
           (8) Articles of conversion must be signed by each general 
        partner listed in the certificate of limited partnership. 
           (9) Articles of merger must be signed as provided in 
        section 321.1108(a). 
           (10) Any other record delivered on behalf of a limited 
        partnership to the secretary of state for filing must be signed 
        by at last one general partner listed in the certificate. 
           (11) A statement by a person pursuant to section 
        321.605(a)(4) stating that the person has dissociated as a 
        general partner must be signed by that person. 
           (12) A statement of withdrawal by a person pursuant to 
        section 321.306 must be signed by that person. 
           (13) A record delivered on behalf of a foreign limited 
        partnership to the secretary of state for filing must be signed 
        by at least one general partner of the foreign limited 
        partnership. 
           (14) Any other record delivered on behalf of any person to 
        the secretary of state for filing must be signed by that person. 
           (b) Any person may sign by an attorney in fact any record 
        to be filed pursuant to this chapter. 
           Sec. 23.  [321.205] [SIGNING AND FILING PURSUANT TO 
        JUDICIAL ORDER.] 
           (a) If a person required by this chapter to sign a record 
        or deliver a record to the secretary of state for filing does 
        not do so, any other person that is aggrieved may petition the 
        district court to order: 
           (1) the person to sign the record; 
           (2) deliver the record to the secretary of state for 
        filing; or 
           (3) the secretary of state to file the record unsigned. 
           (b) If the person aggrieved under subsection (a) is not the 
        limited partnership or foreign limited partnership to which the 
        record pertains, the aggrieved person shall make the limited 
        partnership or foreign limited partnership a party to the 
        action.  A person aggrieved under subsection (a) may seek the 
        remedies provided in subsection (a) in the same action in 
        combination or in the alternative. 
           (c) A record filed unsigned pursuant to this section is 
        effective without being signed. 
           Sec. 24.  [321.206] [DELIVERY TO AND FILING OF RECORDS BY 
        SECRETARY OF STATE; EFFECTIVE TIME AND DATE.] 
           (a) A record authorized or required to be delivered to the 
        secretary of state for filing under this chapter must be 
        captioned to describe the record's purpose, be in a medium 
        permitted by the secretary of state, and be delivered to the 
        secretary of state.  Unless the secretary of state determines 
        that a record does not comply with the filing requirements of 
        this chapter, and if the appropriate filing fees have been paid, 
        the secretary of state shall file the record and: 
           (1) for a statement of dissociation, send: 
           (A) a copy of the filed statement to the person which the 
        statement indicates has dissociated as a general partner; and 
           (B) a copy of the filed statement to the limited 
        partnership; 
           (2) for a statement of withdrawal, send: 
           (A) a copy of the filed statement to the person on whose 
        behalf the record was filed; and 
           (B) if the statement refers to an existing limited 
        partnership, a copy of the filed statement to the limited 
        partnership; and 
           (3) for all other records, send a copy of the filed record 
        to the person on whose behalf the record was filed. 
           (b) Upon request and payment of a fee, the secretary of 
        state shall send to the requester a certified copy of the 
        requested record. 
           (c) Except as otherwise provided in sections 321.116 and 
        321.207, a record delivered to the secretary of state for filing 
        under this chapter may specify an effective time and a delayed 
        effective date.  Except as otherwise provided in this chapter, a 
        record filed by the secretary of state is effective: 
           (1) if the record does not specify an effective time and 
        does not specify a delayed effective date, on the date and at 
        the time the record is filed as evidenced by the secretary of 
        state's endorsement of the date and time on the record; 
           (2) if the record specifies an effective time but not a 
        delayed effective date, on the date the record is filed at the 
        time specified in the record; 
           (3) if the record specifies a delayed effective date but 
        not an effective time, at 12:01 a.m. on the earlier of: 
           (A) the specified date; or 
           (B) the 30th day after the record is filed; or 
           (4) if the record specifies an effective time and a delayed 
        effective date, at the specified time on the earlier of: 
           (A) the specified date; or 
           (B) the 30th day after the record is filed. 
           (d) The appropriate fees for filings under this chapter are:
           (1) for filing a certificate of limited partnership, $100; 
           (2) for filing an amended certificate of limited 
        partnership, $50; 
           (3) for filing any other record required or permitted to be 
        delivered for filing, $35; 
           (4) for filing a certificate requesting authority to 
        transact business in Minnesota as a foreign limited partnership, 
        $85; 
           (5) for filing an application of reinstatement, $25; and 
           (6) for filing any other record required or permitted to be 
        delivered for filing on a foreign limited partnership authorized 
        to transact business in Minnesota, $50.  
           Sec. 25.  [321.207] [CORRECTING FILED RECORD.] 
           A limited partnership or foreign limited partnership may 
        deliver to the secretary of state for filing articles of 
        correction pursuant to section 5.16, except that for the 
        purposes of section 321.103(c) and (d) the articles are 
        effective only as of the date they are filed. 
           Sec. 26.  [321.208] [LIABILITY FOR FALSE INFORMATION IN 
        FILED RECORD.] 
           (a) If a record delivered to the secretary of state for 
        filing under this chapter and filed by the secretary of state 
        contains false information, a person that suffers loss by 
        reliance on the information may recover damages for the loss 
        from: 
           (1) a person that signed the record, or caused another to 
        sign it on the person's behalf, and knew the information to be 
        false at the time the record was signed; and 
           (2) a general partner that has notice that the information 
        was false when the record was filed or has become false because 
        of changed circumstances, if the general partner has notice for 
        a reasonably sufficient time before the information is relied 
        upon to enable the general partner to effect an amendment under 
        section 321.202, file a petition pursuant to section 321.205, or 
        deliver to the secretary of state for filing a statement of 
        change pursuant to section 321.115 or a statement of correction 
        pursuant to section 321.207. 
           (b) A person signing a record pursuant to this chapter is 
        subject to section 5.15. 
           Sec. 27.  [321.210] [ANNUAL REPORT FOR SECRETARY OF STATE.] 
           (a) Subject to subsection (b): 
           (1) in each calendar year following the calendar year in 
        which a limited partnership becomes subject to this chapter, the 
        limited partnership must deliver to the secretary of state for 
        filing an annual registration containing the information 
        required by subsection (d); and 
           (2) in each calendar year following the calendar year in 
        which there is first on file with the secretary of state a 
        certificate of authority under section 321.904 pertaining to a 
        foreign limited partnership, the foreign limited partnership 
        must deliver to the secretary of state for filing an annual 
        registration containing the information required by subsection 
        (d). 
           (b) A limited partnership's obligation under subsection (a) 
        ends if the limited partnership delivers to the secretary of 
        state for filing a statement of termination under section 
        321.203 and the statement becomes effective under section 
        321.206.  A foreign limited partnership's obligation under 
        subsection (a) ends if the secretary of state issues and files a 
        certificate of revocation under section 321.906 or if the 
        foreign limited partnership delivers to the secretary of state 
        for filing a notice of cancellation under section 321.907(a) and 
        that notice takes effect under section 321.206.  If a foreign 
        limited partnership's obligations under subsection (a) end and 
        later the secretary of state files, pursuant to section 321.904, 
        a new certificate of authority pertaining to that foreign 
        limited partnership, subsection (a)(2), again applies to the 
        foreign limited partnership and, for the purposes of subsection 
        (a)(2), the calendar year of the new filing is treated as the 
        calendar year in which a certificate of authority is first on 
        file with the secretary of state. 
           (c) The annual registration must contain: 
           (1) the name of the limited partnership or foreign limited 
        partnership; 
           (2) the address of its designated office and the name and 
        street and mailing address of its agent for service of process 
        in Minnesota; 
           (3) in the case of a limited partnership, the street and 
        mailing address of its principal office; and 
           (4) in the case of a foreign limited partnership, the name 
        of the state or other jurisdiction under whose law the foreign 
        limited partnership is formed and any alternate name adopted 
        under section 321.905(a). 
           (d) The secretary of state shall: 
           (1) administratively dissolve under section 321.809 a 
        limited partnership that has failed to file a registration 
        pursuant to subsection (a); and 
           (2) revoke under section 321.906 the certificate of 
        authority of a foreign limited partnership that has failed to 
        file a registration pursuant to subsection (a). 

                                   ARTICLE 3 
                                LIMITED PARTNERS 
           Sec. 28.  [321.301] [BECOMING LIMITED PARTNER.] 
           A person becomes a limited partner: 
           (1) as provided in the partnership agreement; 
           (2) as the result of a conversion or merger under article 
        11; or 
           (3) with the consent of all the partners. 
           Sec. 29.  [321.302] [NO RIGHT OR POWER AS LIMITED PARTNER 
        TO BIND LIMITED PARTNERSHIP.] 
           A limited partner does not have the right or the power as a 
        limited partner to act for or bind the limited partnership. 
           Sec. 30.  [321.303] [NO LIABILITY AS LIMITED PARTNER FOR 
        LIMITED PARTNERSHIP OBLIGATIONS.] 
           An obligation of a limited partnership, whether arising in 
        contract, tort, or otherwise, is not the obligation of a limited 
        partner.  A limited partner is not personally liable, directly 
        or indirectly, by way of contribution or otherwise, for an 
        obligation of the limited partnership solely by reason of being 
        a limited partner, even if the limited partner participates in 
        the management and control of the limited partnership. 
           Sec. 31.  [321.304] [RIGHT OF LIMITED PARTNER AND FORMER 
        LIMITED PARTNER TO INFORMATION.] 
           (a) On ten days' demand, made in a record received by the 
        limited partnership, a limited partner may inspect and copy 
        required information during regular business hours in the 
        limited partnership's designated office.  The limited partner 
        need not have any particular purpose for seeking the information.
           (b) During regular business hours and at a reasonable 
        location specified by the limited partnership, a limited partner 
        may obtain from the limited partnership and inspect and copy 
        true and full information regarding the state of the activities 
        and financial condition of the limited partnership and other 
        information regarding the activities of the limited partnership 
        as is just and reasonable if: 
           (1) the limited partner seeks the information for a purpose 
        reasonably related to the partner's interest as a limited 
        partner; 
           (2) the limited partner makes a demand in a record received 
        by the limited partnership, describing with reasonable 
        particularity the information sought and the purpose for seeking 
        the information; and 
           (3) the information sought is directly connected to the 
        limited partner's purpose. 
           (c) Within ten days after receiving a demand pursuant to 
        subsection (b), the limited partnership in a record shall inform 
        the limited partner that made the demand: 
           (1) what information the limited partnership will provide 
        in response to the demand; 
           (2) when and where the limited partnership will provide the 
        information; and 
           (3) if the limited partnership declines to provide any 
        demanded information, the limited partnership's reasons for 
        declining. 
           (d) Subject to subsection (f), a person dissociated as a 
        limited partner may inspect and copy required information during 
        regular business hours in the limited partnership's designated 
        office if: 
           (1) the information pertains to the period during which the 
        person was a limited partner; 
           (2) the person seeks the information in good faith; and 
           (3) the person meets the requirements of subsection (b). 
           (e) The limited partnership shall respond to a demand made 
        pursuant to subsection (d) in the same manner as provided in 
        subsection (c). 
           (f) If a limited partner dies, section 321.704 applies. 
           (g) The limited partnership may impose reasonable 
        restrictions on the use of information obtained under this 
        section.  In a dispute concerning the reasonableness of a 
        restriction under this subsection, the limited partnership has 
        the burden of proving reasonableness. 
           (h) A limited partnership may charge a person that makes a 
        demand under this section reasonable costs of copying, limited 
        to the costs of labor and material. 
           (i) Whenever this chapter or a partnership agreement 
        provides for a limited partner to give or withhold consent to a 
        matter, before the consent is given or withheld, the limited 
        partnership shall, without demand, provide the limited partner 
        with all information material to the limited partner's decision 
        that the limited partnership knows. 
           (j) A limited partner or person dissociated as a limited 
        partner may exercise the rights under this section through an 
        attorney or other agent.  Any restriction imposed under 
        subsection (g) or by the partnership agreement applies both to 
        the attorney or other agent and to the limited partner or person 
        dissociated as a limited partner. 
           (k) The rights stated in this section do not extend to a 
        person as transferee, but may be exercised by the legal 
        representative of an individual under legal disability who is a 
        limited partner or person dissociated as a limited partner. 
           Sec. 32.  [321.305] [LIMITED DUTIES OF LIMITED PARTNERS.] 
           (a) A limited partner does not have any fiduciary duty to 
        the limited partnership or to any other partner solely by reason 
        of being a limited partner. 
           (b) A limited 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. 
           (c) A limited partner does not violate a duty or obligation 
        under this chapter or under the partnership agreement merely 
        because the limited partner's conduct furthers the limited 
        partner's own interest. 
           Sec. 33.  [321.306] [PERSON ERRONEOUSLY BELIEVING SELF TO 
        BE LIMITED PARTNER.] 
           (a) Except as otherwise provided in subsection (b), a 
        person that makes an investment in a business enterprise and 
        erroneously but in good faith believes that the person has 
        become a limited partner in the enterprise is not liable for the 
        enterprise's obligations by reason of making the investment, 
        receiving distributions from the enterprise, or exercising any 
        rights of or appropriate to a limited partner, if, on 
        ascertaining the mistake, the person: 
           (1) causes an appropriate certificate of limited 
        partnership, amendment, or statement of correction to be signed 
        and delivered to the secretary of state for filing; or 
           (2) withdraws from future participation as an owner in the 
        enterprise by signing and delivering to the secretary of state 
        for filing a statement of withdrawal under this section. 
           (b) A person that makes an investment described in 
        subsection (a) is liable to the same extent as a general partner 
        to any third party that enters into a transaction with the 
        enterprise, believing in good faith that the person is a general 
        partner, before the secretary of state files a statement of 
        withdrawal, certificate of limited partnership, amendment, or 
        statement of correction to show that the person is not a general 
        partner. 
           (c) If a person makes a diligent effort in good faith to 
        comply with subsection (a)(1) and is unable to cause the 
        appropriate certificate of limited partnership, amendment, or 
        statement of correction to be signed and delivered to the 
        secretary of state for filing, the person has the right to 
        withdraw from the enterprise pursuant to subsection (a)(2) even 
        if the withdrawal would otherwise breach an agreement with 
        others that are or have agreed to become co-owners of the 
        enterprise. 

                                   ARTICLE 4 
                                GENERAL PARTNERS 
           Sec. 34.  [321.401] [BECOMING GENERAL PARTNER.] 
           A person becomes a general partner: 
           (1) as provided in the partnership agreement; 
           (2) under section 321.801(3)(B) following the dissociation 
        of a limited partnership's last general partner; 
           (3) as the result of a conversion or merger under article 
        11; or 
           (4) with the consent of all the partners. 
           Sec. 35.  [321.402] [GENERAL PARTNER AGENT OF LIMITED 
        PARTNERSHIP.] 
           (a) Each general partner is an agent of the limited 
        partnership for the purposes of its activities.  An act of a 
        general partner, including the signing of a record in the 
        partnership's name, for apparently carrying on in the ordinary 
        course the limited partnership's activities or activities of the 
        kind carried on by the limited partnership binds the limited 
        partnership, unless the general partner did not have authority 
        to act for the limited partnership in the particular matter and 
        the person with which the general partner was dealing knew, had 
        received a notification, or had notice under section 321.103(d) 
        that the general partner lacked authority. 
           (b) An act of a general partner which is not apparently for 
        carrying on in the ordinary course the limited partnership's 
        activities or activities of the kind carried on by the limited 
        partnership binds the limited partnership only if the act was 
        actually authorized by all the other partners. 
           Sec. 36.  [321.403] [LIMITED PARTNERSHIP LIABLE FOR GENERAL 
        PARTNER'S ACTIONABLE CONDUCT.] 
           (a) A limited 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 
        general partner acting in the ordinary course of activities of 
        the limited partnership or with authority of the limited 
        partnership. 
           (b) If, in the course of the limited partnership's 
        activities or while acting with authority of the limited 
        partnership, a general partner receives or causes the limited 
        partnership to receive money or property of a person not a 
        partner, and the money or property is misapplied by a general 
        partner, the limited partnership is liable for the loss. 
           Sec. 37.  [321.404] [GENERAL PARTNER'S LIABILITY.] 
           (a) Except as otherwise provided in subsections (b) and 
        (c), all general partners are liable jointly and severally for 
        all obligations of the limited partnership unless otherwise 
        agreed by the claimant or provided by law. 
           (b) A person that becomes a general partner of an existing 
        limited partnership is not personally liable for an obligation 
        of a limited partnership incurred before the person became a 
        general partner. 
           (c) An obligation of a limited partnership incurred while 
        the limited partnership is a limited liability limited 
        partnership, whether arising in contract, tort, or otherwise, is 
        solely the obligation of the limited partnership.  A general 
        partner is not personally liable, directly or indirectly, by way 
        of contribution or otherwise, for such an obligation solely by 
        reason of being or acting as a general partner.  This subsection 
        applies despite anything inconsistent in the partnership 
        agreement that existed immediately before the consent required 
        to become a limited liability limited partnership under section 
        321.406(b)(2). 
           Sec. 38.  [321.405] [ACTIONS BY AND AGAINST PARTNERSHIP AND 
        PARTNERS.] 
           (a) To the extent not inconsistent with section 321.404, a 
        general partner may be joined in an action against the limited 
        partnership or named in a separate action. 
           (b) A judgment against a limited partnership is not by 
        itself a judgment against a general partner.  A judgment against 
        a limited partnership may not be satisfied from a general 
        partner's assets unless there is also a judgment against the 
        general partner. 
           (c) A judgment creditor of a general partner may not levy 
        execution against the assets of the general partner to satisfy a 
        judgment based on a claim against the limited partnership, 
        unless the partner is personally liable for the claim under 
        section 321.404 and: 
           (1) a judgment based on the same claim has been obtained 
        against the limited partnership and a writ of execution on the 
        judgment has been returned unsatisfied in whole or in part; 
           (2) the limited partnership is a debtor in bankruptcy; 
           (3) the general partner has agreed that the creditor need 
        not exhaust limited partnership assets; 
           (4) a court grants permission to the judgment creditor to 
        levy execution against the assets of a general partner based on 
        a finding that limited partnership assets subject to execution 
        are clearly insufficient to satisfy the judgment, that 
        exhaustion of limited 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 general partner by law or 
        contract independent of the existence of the limited partnership.
           Sec. 39.  [321.406] [MANAGEMENT RIGHTS OF GENERAL PARTNER.] 
           (a) Each general partner has equal rights in the management 
        and conduct of the limited partnership's activities.  Except as 
        expressly provided in this chapter, any matter relating to the 
        activities of the limited partnership may be exclusively decided 
        by the general partner or, if there is more than one general 
        partner, by a majority of the general partners. 
           (b) The consent of each partner is necessary to: 
           (1) amend the partnership agreement; 
           (2) amend the certificate of limited partnership to add or, 
        subject to section 321.1110, delete a statement that the limited 
        partnership is a limited liability limited partnership; and 
           (3) sell, lease, exchange, or otherwise dispose of all, or 
        substantially all, of the limited partnership's property, with 
        or without the good will, other than in the usual and regular 
        course of the limited partnership's activities. 
           (c) A limited partnership shall reimburse a general partner 
        for payments made and indemnify a general partner for 
        liabilities incurred by the general partner in the ordinary 
        course of the activities of the partnership or for the 
        preservation of its activities or property. 
           (d) A limited partnership shall reimburse a general partner 
        for an advance to the limited partnership beyond the amount of 
        capital the general partner agreed to contribute. 
           (e) A payment or advance made by a general partner which 
        gives rise to an obligation of the limited partnership under 
        subsection (c) or (d) constitutes a loan to the limited 
        partnership which accrues interest from the date of the payment 
        or advance. 
           (f) A general partner is not entitled to remuneration for 
        services performed for the partnership. 
           Sec. 40.  [321.407] [RIGHT OF GENERAL PARTNER AND FORMER 
        GENERAL PARTNER TO INFORMATION.] 
           (a) A general partner, without having any particular 
        purpose for seeking the information, may inspect and copy during 
        regular business hours: 
           (1) in the limited partnership's designated office, 
        required information; and 
           (2) at a reasonable location specified by the limited 
        partnership, any other records maintained by the limited 
        partnership regarding the limited partnership's activities and 
        financial condition. 
           (b) Each general partner and the limited partnership shall 
        furnish to a general partner: 
           (1) without demand, any information concerning the limited 
        partnership's activities and financial condition reasonably 
        required for the proper exercise of the general partner's rights 
        and duties under the partnership agreement or this chapter; and 
           (2) on demand, any other information concerning the limited 
        partnership's activities, except to the extent the demand or the 
        information demanded is unreasonable or otherwise improper under 
        the circumstances. 
           (c) Subject to subsection (e), on ten days' demand made in 
        a record received by the limited partnership, a person 
        dissociated as a general partner may have access to the 
        information and records described in subsection (a) at the 
        location specified in subsection (a) if: 
           (1) the information or record pertains to the period during 
        which the person was a general partner; 
           (2) the person seeks the information or record in good 
        faith; and 
           (3) the person satisfies the requirements imposed on a 
        limited partner by section 321.304(b). 
           (d) The limited partnership shall respond to a demand made 
        pursuant to subsection (c) in the same manner as provided in 
        section 321.304(c). 
           (e) If a general partner dies, section 321.704 applies. 
           (f) The limited partnership may impose reasonable 
        restrictions on the use of information under this section.  In 
        any dispute concerning the reasonableness of a restriction under 
        this subsection, the limited partnership has the burden of 
        proving reasonableness. 
           (g) A limited partnership may charge a person dissociated 
        as a general partner that makes a demand under this section 
        reasonable costs of copying, limited to the costs of labor and 
        material. 
           (h) A general partner or person dissociated as a general 
        partner may exercise the rights under this section through an 
        attorney or other agent.  Any restriction imposed under 
        subsection (f) or by the partnership agreement applies both to 
        the attorney or other agent and to the general partner or person 
        dissociated as a general partner. 
           (i) The rights under this section do not extend to a person 
        as transferee, but the rights under subsection (c) of a person 
        dissociated as a general may be exercised by the legal 
        representative of an individual who dissociated as a general 
        partner under section 321.603(7)(B) or (C). 
           Sec. 41.  [321.408] [GENERAL STANDARDS OF GENERAL PARTNER'S 
        CONDUCT.] 
           (a) The only fiduciary duties that a general partner has to 
        the limited partnership and the other partners are the duties of 
        loyalty and care under subsections (b) and (c). 
           (b) A general partner's duty of loyalty to the limited 
        partnership and the other partners is limited to the following: 
           (1) to account to the limited partnership and hold as 
        trustee for it any property, profit, or benefit derived by the 
        general partner in the conduct and winding up of the limited 
        partnership's activities or derived from a use by the general 
        partner of limited partnership property, including the 
        appropriation of a limited partnership opportunity; 
           (2) to refrain from dealing with the limited partnership in 
        the conduct or winding up of the limited partnership's 
        activities as or on behalf of a party having an interest adverse 
        to the limited partnership; and 
           (3) to refrain from competing with the limited partnership 
        in the conduct or winding up of the limited partnership's 
        activities. 
           (c) A general partner's duty of care to the limited 
        partnership and the other partners in the conduct and winding up 
        of the limited partnership's activities is limited to refraining 
        from engaging in grossly negligent or reckless conduct, 
        intentional misconduct, or a knowing violation of law. 
           (d) A general 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 general partner does not violate a duty or obligation 
        under this chapter or under the partnership agreement merely 
        because the general partner's conduct furthers the general 
        partner's own interest. 
           Sec. 42.  [321.409] [TRANSFER OF PARTNERSHIP PROPERTY.] 
           (a) Subject to the effect of a notification effective under 
        section 321.103(d) and (i), property held in the name of a 
        limited partnership may be transferred by an instrument of 
        transfer executed by a general partner in the limited 
        partnership name. 
           (b) Where a transfer has been made to an initial transferee 
        through an instrument of transfer effective under subsection 
        (a), a limited partnership may recover the transferred limited 
        partnership property from a transferee only if: 
           (1) the limited partnership proves that execution of the 
        instrument of initial transfer did not bind the partnership 
        under section 321.402; and 
           (2) as to a subsequent transferee who gave value for the 
        property, the limited partnership proves that the subsequent 
        transferee knew or had received a notification 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) This section does not affect the power of a person 
        dissociated as a general partner to bind a limited partnership 
        under sections 321.606(a) and 321.804(b). 

                                   ARTICLE 5 
                         CONTRIBUTIONS AND DISTRIBUTIONS 
           Sec. 43.  [321.501] [FORM OF CONTRIBUTION.] 
           A contribution of a partner may consist of tangible or 
        intangible property or other benefit to the limited partnership, 
        including money, services performed, promissory notes, other 
        agreements to contribute cash or property, and contracts for 
        services to be performed. 
           Sec. 44.  [321.502] [LIABILITY FOR CONTRIBUTION.] 
           (a) A partner's obligation to contribute money or other 
        property or other benefit to, or to perform services for, a 
        limited partnership is not excused by the partner's death, 
        disability, or other inability to perform personally. 
           (b) If a partner does not make a promised nonmonetary 
        contribution, the partner is obligated at the option of the 
        limited partnership to contribute money equal to that portion of 
        the value, as stated in the required information, of the stated 
        contribution which has not been made. 
           (c) The obligation of a partner to make a contribution or 
        return money or other property paid or distributed in violation 
        of this chapter may be compromised only by consent of all 
        partners.  A creditor of a limited partnership which extends 
        credit or otherwise acts in reliance on an obligation described 
        in subsection (a), without notice of any compromise under this 
        subsection, may enforce the original obligation. 
           Sec. 45.  [321.503] [SHARING OF DISTRIBUTIONS.] 
           A distribution by a limited partnership must be shared 
        among the partners on the basis of the value, as stated in the 
        required information when the limited partnership decides to 
        make the distribution, of the contributions the limited 
        partnership has received from each partner. 
           Sec. 46.  [321.504] [INTERIM DISTRIBUTIONS.] 
           A partner does not have a right to any distribution before 
        the dissolution and winding up of the limited partnership unless 
        the limited partnership decides to make an interim distribution. 
           Sec. 47.  [321.505] [NO DISTRIBUTION ON ACCOUNT OF 
        DISSOCIATION.] 
           A person does not have a right to receive a distribution on 
        account of dissociation. 
           Sec. 48.  [321.506] [DISTRIBUTION IN KIND.] 
           A partner does not have a right to demand or receive any 
        distribution from a limited partnership in any form other than 
        cash.  Subject to section 321.812(b), a limited partnership may 
        distribute an asset in kind to the extent each partner receives 
        a percentage of the asset equal to the partner's share of 
        distributions. 
           Sec. 49.  [321.507] [RIGHT TO DISTRIBUTION.] 
           When a partner or transferee becomes entitled to receive a 
        distribution, the partner or transferee has the status of, and 
        is entitled to all remedies available to, a creditor of the 
        limited partnership with respect to the distribution.  However, 
        the limited partnership's obligation to make a distribution is 
        subject to offset for any amount owed to the limited partnership 
        by the partner or dissociated partner on whose account the 
        distribution is made. 
           Sec. 50.  [321.508] [LIMITATIONS ON DISTRIBUTION.] 
           (a) A limited partnership may not make a distribution in 
        violation of the partnership agreement. 
           (b) A limited partnership may not make a distribution if 
        after the distribution: 
           (1) the limited partnership would not be able to pay its 
        debts as they become due in the ordinary course of the limited 
        partnership's activities; or 
           (2) the limited partnership's total assets would be less 
        than the sum of its total liabilities plus the amount that would 
        be needed, if the limited partnership were to be dissolved, 
        wound up, and terminated at the time of the distribution, to 
        satisfy the preferential rights upon dissolution, winding up, 
        and termination of partners whose preferential rights are 
        superior to those of persons receiving the distribution. 
           (c) A limited partnership may base a determination that a 
        distribution is not prohibited under subsection (b) on financial 
        statements prepared on the basis of accounting practices and 
        principles that are reasonable in the circumstances or on a fair 
        valuation or other method that is reasonable in the 
        circumstances. 
           (d) Except as otherwise provided in subsection (g), the 
        effect of a distribution under subsection (b) is measured: 
           (1) in the case of distribution by purchase, redemption, or 
        other acquisition of a transferable interest in the limited 
        partnership, as of the date money or other property is 
        transferred or debt incurred by the limited partnership; and 
           (2) in all other cases, as of the date: 
           (A) the distribution is authorized, if the payment occurs 
        within 120 days after that date; or 
           (B) the payment is made, if payment occurs more than 120 
        days after the distribution is authorized. 
           (e) A limited partnership's indebtedness to a partner 
        incurred by reason of a distribution made in accordance with 
        this section is at parity with the limited partnership's 
        indebtedness to its general, unsecured creditors. 
           (f) A limited partnership's indebtedness, including 
        indebtedness issued in connection with or as part of a 
        distribution, is not considered a liability for purposes of 
        subsection (b) if the terms of the indebtedness provide that 
        payment of principal and interest are made only to the extent 
        that a distribution could then be made to partners under this 
        section. 
           (g) If indebtedness is issued as a distribution, each 
        payment of principal or interest on the indebtedness is treated 
        as a distribution, the effect of which is measured on the date 
        the payment is made. 
           Sec. 51.  [321.509] [LIABILITY FOR IMPROPER DISTRIBUTIONS.] 
           (a) A general partner that consents to a distribution made 
        in violation of section 321.508 is personally liable to the 
        limited partnership for the amount of the distribution which 
        exceeds the amount that could have been distributed without the 
        violation if it is established that in consenting to the 
        distribution the general partner failed to comply with section 
        321.408. 
           (b) A partner or transferee that received a distribution 
        knowing that the distribution to that partner or transferee was 
        made in violation of section 321.508 is personally liable to the 
        limited partnership but only to the extent that the distribution 
        received by the partner or transferee exceeded the amount that 
        could have been properly paid under section 321.508. 
           (c) A general partner against which an action is commenced 
        under subsection (a) may: 
           (1) implead in the action any other person that is liable 
        under subsection (a) and compel contribution from the person; 
        and 
           (2) implead in the action any person that received a 
        distribution in violation of subsection (b) and compel 
        contribution from the person in the amount the person received 
        in violation of subsection (b). 
           (d) An action under this section is barred if it is not 
        commenced within two years after the distribution. 

                                   ARTICLE 6 
                                  DISSOCIATION 
           Sec. 52.  [321.601] [DISSOCIATION AS LIMITED PARTNER.] 
           (a) A person does not have a right to dissociate as a 
        limited partner before the termination of the limited 
        partnership. 
           (b) A person is dissociated from a limited partnership as a 
        limited partner upon the occurrence of any of the following 
        events: 
           (1) the limited partnership's having notice of the person's 
        express will to withdraw as a limited partner or on a later date 
        specified by the person; 
           (2) an event agreed to in the partnership agreement as 
        causing the person's dissociation as a limited partner; 
           (3) the person's expulsion as a limited partner pursuant to 
        the partnership agreement; 
           (4) the person's expulsion as a limited partner by the 
        unanimous consent of the other partners if: 
           (A) it is unlawful to carry on the limited partnership's 
        activities with the person as a limited partner; 
           (B) there has been a transfer of all of the person's 
        transferable interest in the limited partnership, other than a 
        transfer for security purposes, or a court order charging the 
        person's interest, which has not been foreclosed; 
           (C) the person is a corporation and, within 90 days after 
        the limited partnership notifies the person that it will be 
        expelled as a limited partner 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 
           (D) the person is a limited liability company or 
        partnership that has been dissolved and whose business is being 
        wound up; 
           (5) on application by the limited partnership, the person's 
        expulsion as a limited partner by judicial order because: 
           (A) the person engaged in wrongful conduct that adversely 
        and materially affected the limited partnership's activities; 
           (B) the person willfully or persistently committed a 
        material breach of the partnership agreement or of the 
        obligation of good faith and fair dealing under section 
        321.305(b); or 
           (C) the person engaged in conduct relating to the limited 
        partnership's activities which makes it not reasonably 
        practicable to carry on the activities with the person as 
        limited partner; 
           (6) in the case of a person who is an individual, the 
        person's death; 
           (7) in the case of a person that is a trust or is acting as 
        a limited partner by virtue of being a trustee of a trust, 
        distribution of the trust's entire transferable interest in the 
        limited partnership, but not merely by reason of the 
        substitution of a successor trustee; 
           (8) in the case of a person that is an estate or is acting 
        as a limited partner by virtue of being a personal 
        representative of an estate, distribution of the estate's entire 
        transferable interest in the limited partnership, but not merely 
        by reason of the substitution of a successor personal 
        representative; 
           (9) termination of a limited partner that is not an 
        individual, partnership, limited liability company, corporation, 
        trust, or estate; 
           (10) the limited partnership's participation in a 
        conversion or merger under article 11, if the limited 
        partnership: 
           (A) is not the converted or surviving entity; or 
           (B) is the converted or surviving entity but, as a result 
        of the conversion or merger, the person ceases to be a limited 
        partner. 
           Sec. 53.  [321.602] [EFFECT OF DISSOCIATION AS LIMITED 
        PARTNER.] 
           (a) Upon a person's dissociation as a limited partner: 
           (1) subject to section 321.704, the person does not have 
        further rights as a limited partner; 
           (2) the person's obligation of good faith and fair dealing 
        as a limited partner under section 321.305(b) continues only as 
        to matters arising and events occurring before the dissociation; 
        and 
           (3) subject to section 321.704 and article 11, any 
        transferable interest owned by the person in the person's 
        capacity as a limited partner immediately before dissociation is 
        owned by the person as a mere transferee. 
           (b) A person's dissociation as a limited partner does not 
        of itself discharge the person from any obligation to the 
        limited partnership or the other partners which the person 
        incurred while a limited partner. 
           Sec. 54.  [321.603] [DISSOCIATION AS GENERAL PARTNER.] 
           A person is dissociated from a limited partnership as a 
        general partner upon the occurrence of any of the following 
        events: 
           (1) the limited partnership's having notice of the person's 
        express will to withdraw as a general partner or on a later date 
        specified by the person; 
           (2) an event agreed to in the partnership agreement as 
        causing the person's dissociation as a general partner; 
           (3) the person's expulsion as a general partner pursuant to 
        the partnership agreement; 
           (4) the person's expulsion as a general partner by the 
        unanimous consent of the other partners if: 
           (A) it is unlawful to carry on the limited partnership's 
        activities with the person as a general partner; 
           (B) there has been a transfer of all or substantially all 
        of the person's transferable interest in the limited 
        partnership, other than a transfer for security purposes, or a 
        court order charging the person's interest, which has not been 
        foreclosed; 
           (C) the person is a corporation and, within 90 days after 
        the limited partnership notifies the person that it will be 
        expelled as a general partner 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 
           (D) the person is a limited liability company or 
        partnership that has been dissolved and whose business is being 
        wound up; 
           (5) on application by the limited partnership, the person's 
        expulsion as a general partner by judicial determination because:
           (A) the person engaged in wrongful conduct that adversely 
        and materially affected the limited partnership activities; 
           (B) the person 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 321.408; 
        or 
           (C) the person engaged in conduct relating to the limited 
        partnership's activities which makes it not reasonably 
        practicable to carry on the activities of the limited 
        partnership with the person as a general partner; 
           (6) the person's: 
           (A) becoming a debtor in bankruptcy; 
           (B) execution of an assignment for the benefit of 
        creditors; 
           (C) seeking, consenting to, or acquiescing in the 
        appointment of a trustee, receiver, or liquidator of the person 
        or of all or substantially all of the person's property; or 
           (D) failure, within 90 days after the appointment, to have 
        vacated or stayed the appointment of a trustee, receiver, or 
        liquidator of the general partner or of all or substantially all 
        of the person's property obtained without the person'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 person who is an individual: 
           (A) the person's death; 
           (B) the appointment of a guardian or general conservator 
        for the person; or 
           (C) a judicial determination that the person has otherwise 
        become incapable of performing the person's duties as a general 
        partner under the partnership agreement; 
           (8) in the case of a person that is a trust or is acting as 
        a general partner by virtue of being a trustee of a trust, 
        distribution of the trust's entire transferable interest in the 
        limited partnership, but not merely by reason of the 
        substitution of a successor trustee; 
           (9) in the case of a person that is an estate or is acting 
        as a general partner by virtue of being a personal 
        representative of an estate, distribution of the estate's entire 
        transferable interest in the limited partnership, but not merely 
        by reason of the substitution of a successor personal 
        representative; 
           (10) termination of a general partner that is not an 
        individual, partnership, limited liability company, corporation, 
        trust, or estate; or 
           (11) the limited partnership's participation in a 
        conversion or merger under article 11, if the limited 
        partnership: 
           (A) is not the converted or surviving entity; or 
           (B) is the converted or surviving entity but, as a result 
        of the conversion or merger, the person ceases to be a general 
        partner. 
           Sec. 55.  [321.604] [PERSON'S POWER TO DISSOCIATE AS 
        GENERAL PARTNER; WRONGFUL DISSOCIATION.] 
           (a) A person has the power to dissociate as a general 
        partner at any time, rightfully or wrongfully, by express will 
        pursuant to section 321.603(1). 
           (b) A person's dissociation as a general partner is 
        wrongful only if: 
           (1) it is in breach of an express provision of the 
        partnership agreement; or 
           (2) it occurs before the termination of the limited 
        partnership, and: 
           (A) the person withdraws as a general partner by express 
        will; 
           (B) the person is expelled as a general partner by judicial 
        determination under section 321.603(5); 
           (C) the person is dissociated as a general partner by 
        becoming a debtor in bankruptcy; or 
           (D) in the case of a person that is not an individual, 
        trust other than a business trust, or estate, the person is 
        expelled or otherwise dissociated as a general partner because 
        it willfully dissolved or terminated. 
           (c) A person that wrongfully dissociates as a general 
        partner is liable to the limited partnership and, subject to 
        section 321.1001, to the other partners for damages caused by 
        the dissociation.  The liability is in addition to any other 
        obligation of the general partner to the limited partnership or 
        to the other partners. 
           Sec. 56.  [321.605] [EFFECT OF DISSOCIATION AS GENERAL 
        PARTNER.] 
           (a) Upon a person's dissociation as a general partner: 
           (1) the person's right to participate as a general partner 
        in the management and conduct of the partnership's activities 
        terminates; 
           (2) the person's duty of loyalty as a general partner under 
        section 321.408(b)(3) terminates; 
           (3) the person's duty of loyalty as a general partner under 
        section 321.408(b)(1) and (2) and duty of care under section 
        321.408(c) continue only with regard to matters arising and 
        events occurring before the person's dissociation as a general 
        partner; 
           (4) the person may sign and deliver to the secretary of 
        state for filing a statement of dissociation pertaining to the 
        person and, at the request of the limited partnership, shall 
        sign an amendment to the certificate of limited partnership 
        which states that the person has dissociated; and 
           (5) subject to section 321.704 and article 11, any 
        transferable interest owned by the person immediately before 
        dissociation in the person's capacity as a general partner is 
        owned by the person as a mere transferee. 
           (b) A person's dissociation as a general partner does not 
        of itself discharge the person from any obligation to the 
        limited partnership or the other partners which the person 
        incurred while a general partner. 
           Sec. 57.  [321.606] [POWER TO BIND AND LIABILITY TO LIMITED 
        PARTNERSHIP BEFORE DISSOLUTION OF PARTNERSHIP OF PERSON 
        DISSOCIATED AS GENERAL PARTNER.] 
           (a) After a person is dissociated as a general partner and 
        before the limited partnership is dissolved, converted under 
        article 11, or merged out of existence under article 11, the 
        limited partnership is bound by an act of the person if: 
           (1) the act would have bound the limited partnership under 
        section 321.402 before the dissociation; and 
           (2) at the time the other party enters into the transaction:
           (A) less than two years has passed since the dissociation; 
        and 
           (B) the other party does not have notice of the 
        dissociation and reasonably believes that the person is a 
        general partner. 
           (b) If a limited partnership is bound under subsection (a), 
        the person dissociated as a general partner which caused the 
        limited partnership to be bound is liable: 
           (1) to the limited partnership for any damage caused to the 
        limited partnership arising from the obligation incurred under 
        subsection (a); and 
           (2) if a general partner or another person dissociated as a 
        general partner is liable for the obligation, to the general 
        partner or other person for any damage caused to the general 
        partner or other person arising from the liability. 
           Sec. 58.  [321.607] [LIABILITY TO OTHER PERSONS OF PERSON 
        DISSOCIATED AS GENERAL PARTNER.] 
           (a) A person's dissociation as a general partner does not 
        of itself discharge the person's liability as a general partner 
        for an obligation of the limited partnership incurred before 
        dissociation.  Except as otherwise provided in subsections (b) 
        and (c), the person is not liable for a limited partnership's 
        obligation incurred after dissociation. 
           (b) A person whose dissociation as a general partner 
        resulted in a dissolution and winding up of the limited 
        partnership's activities is liable to the same extent as a 
        general partner under section 321.404 on an obligation incurred 
        by the limited partnership under section 321.804. 
           (c) A person that has dissociated as a general partner but 
        whose dissociation did not result in a dissolution and winding 
        up of the limited partnership's activities is liable on a 
        transaction entered into by the limited partnership after the 
        dissociation only if: 
           (1) a general partner would be liable on the transaction; 
        and 
           (2) at the time the other party enters into the transaction:
           (A) less than two years has passed since the dissociation; 
        and 
           (B) the other party does not have notice of the 
        dissociation and reasonably believes that the person is a 
        general partner. 
           (d) By agreement with a creditor of a limited partnership 
        and the limited partnership, a person dissociated as a general 
        partner may be released from liability for an obligation of the 
        limited partnership. 
           (e) A person dissociated as a general partner is released 
        from liability for an obligation of the limited partnership if 
        the limited partnership's creditor, with notice of the person's 
        dissociation as a general partner but without the person's 
        consent, agrees to a material alteration in the nature or time 
        of payment of the obligation. 

                                   ARTICLE 7 
                        TRANSFERABLE INTERESTS AND RIGHTS 
                          OF TRANSFEREES AND CREDITORS 
           Sec. 59.  [321.701] [PARTNER'S TRANSFERABLE INTEREST.] 
           The only interest of a partner which is transferable is the 
        partner's transferable interest.  A transferable interest is 
        personal property. 
           Sec. 60.  [321.702] [TRANSFER OF PARTNER'S TRANSFERABLE 
        INTEREST.] 
           (a) A transfer, in whole or in part, of a partner's 
        transferable interest: 
           (1) is permissible; 
           (2) does not by itself cause the partner's dissociation or 
        a dissolution and winding up of the limited partnership's 
        activities; and 
           (3) does not, as against the other partners or the limited 
        partnership, entitle the transferee to participate in the 
        management or conduct of the limited partnership's activities, 
        to require access to information concerning the limited 
        partnership's transactions except as otherwise provided in 
        subsection (c), or to inspect or copy the required information 
        or the limited partnership's other records. 
           (b) A transferee has a right to receive, in accordance with 
        the transfer: 
           (1) distributions to which the transferor would otherwise 
        be entitled; and 
           (2) upon the dissolution and winding up of the limited 
        partnership's activities the net amount otherwise distributable 
        to the transferor. 
           (c) In a dissolution and winding up, a transferee is 
        entitled to an account of the limited partnership's transactions 
        only from the date of dissolution. 
           (d) Upon transfer, the transferor retains the rights of a 
        partner other than the interest in distributions transferred and 
        retains all duties and obligations of a partner. 
           (e) A limited partnership need not give effect to a 
        transferee's rights under this section until the limited 
        partnership has notice of the transfer. 
           (f) A transfer of a partner's transferable interest in the 
        limited 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. 
           (g) A transferee that becomes a partner with respect to a 
        transferable interest is liable for the transferor's obligations 
        under sections 321.502 and 321.509.  However, the transferee is 
        not obligated for liabilities unknown to the transferee at the 
        time the transferee became a partner. 
           Sec. 61.  [321.703] [RIGHTS OF CREDITOR OF PARTNER OR 
        TRANSFEREE.] 
           (a) On application to a court of competent jurisdiction by 
        any judgment creditor of a partner or transferee, the court may 
        charge the transferable interest of the judgment debtor with 
        payment of the unsatisfied amount of the judgment with 
        interest.  To the extent so charged, the judgment creditor has 
        only the rights of a transferee.  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 to give effect to the charging order. 
           (b) A charging order constitutes a lien on the judgment 
        debtor's transferable interest.  The court may order a 
        foreclosure upon 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 limited partnership property, 
        by one or more of the other partners; or 
           (3) with limited partnership property, by the limited 
        partnership with the consent of all partners whose interests are 
        not so charged. 
           (d) This chapter does not deprive any partner or transferee 
        of the benefit of any exemption laws applicable to the partner's 
        or transferee's transferable interest. 
           (e) This section provides the exclusive remedy by which a 
        judgment creditor of a partner or transferee may satisfy a 
        judgment out of the judgment debtor's transferable interest. 
           Sec. 62.  [321.704] [POWER OF ESTATE OF DECEASED PARTNER.] 
           If a partner dies, the deceased partner's personal 
        representative or other legal representative may exercise the 
        rights of a transferee as provided in section 321.702 and, for 
        the purposes of settling the estate, may exercise the rights of 
        a current limited partner under section 321.304. 

                                   ARTICLE 8 
                                   DISSOLUTION 
           Sec. 63.  [321.801] [NONJUDICIAL DISSOLUTION.] 
           Except as otherwise provided in section 321.802, a limited 
        partnership is dissolved, and its activities must be wound up, 
        only upon the occurrence of any of the following: 
           (1) the happening of an event specified in the partnership 
        agreement; 
           (2) the consent of all general partners and of limited 
        partners owning a majority of the rights to receive 
        distributions as limited partners at the time the consent is to 
        be effective; 
           (3) after the dissociation of a person as a general partner:
           (A) if the limited partnership has at least one remaining 
        general partner, the consent to dissolve the limited partnership 
        given within 90 days after the dissociation by partners owning a 
        majority of the rights to receive distributions as partners at 
        the time the consent is to be effective; or 
           (B) if the limited partnership does not have a remaining 
        general partner, the passage of 90 days after the dissociation, 
        unless before the end of the period: 
           (i) consent to continue the activities of the limited 
        partnership and admit at least one general partner is given by 
        limited partners owning a majority of the rights to receive 
        distributions as limited partners at the time the consent is to 
        be effective; and 
           (ii) at least one person is admitted as a general partner 
        in accordance with the consent; 
           (4) the passage of 90 days after the dissociation of the 
        limited partnership's last limited partner, unless before the 
        end of the period the limited partnership admits at least one 
        limited partner; or 
           (5) the signing and filing of a declaration of dissolution 
        by the secretary of state under section 321.809(c). 
           Sec. 64.  [321.802] [JUDICIAL DISSOLUTION.] 
           On application by a partner the district court may order 
        dissolution of a limited partnership if it is not reasonably 
        practicable to carry on the activities of the limited 
        partnership in conformity with the partnership agreement. 
           Sec. 65.  [321.803] [WINDING UP.] 
           (a) A limited partnership continues after dissolution only 
        for the purpose of winding up its activities. 
           (b) In winding up its activities, the limited partnership: 
           (1) may amend its certificate of limited partnership to 
        state that the limited partnership is dissolved, preserve the 
        limited partnership business or property as a going concern for 
        a reasonable time, prosecute and defend actions and proceedings, 
        whether civil, criminal, or administrative, transfer the limited 
        partnership's property, settle disputes by mediation or 
        arbitration, file a statement of termination as provided in 
        section 321.203, and perform other necessary acts; and 
           (2) shall discharge the limited partnership's liabilities, 
        settle and close the limited partnership's activities, and 
        marshal and distribute the assets of the partnership. 
           (c) If a dissolved limited partnership does not have a 
        general partner, a person to wind up the dissolved limited 
        partnership's activities may be appointed by the consent of 
        limited partners owning a majority of the rights to receive 
        distributions as limited partners at the time the consent is to 
        be effective.  A person appointed under this subsection: 
           (1) has the powers of a general partner under section 
        321.804; and 
           (2) shall promptly amend the certificate of limited 
        partnership to state: 
           (A) that the limited partnership does not have a general 
        partner; 
           (B) the name of the person that has been appointed to wind 
        up the limited partnership; and 
           (C) the street and mailing address of the person. 
           (d) On the application of any partner, the district court 
        may order judicial supervision of the winding up, including the 
        appointment of a person to wind up the dissolved limited 
        partnership's activities, if: 
           (1) a limited partnership does not have a general partner 
        and within a reasonable time following the dissolution no person 
        has been appointed pursuant to subsection (c); or 
           (2) the applicant establishes other good cause. 
           Sec. 66.  [321.804] [POWER OF GENERAL PARTNER AND PERSON 
        DISSOCIATED AS GENERAL PARTNER TO BIND PARTNERSHIP AFTER 
        DISSOLUTION.] 
           (a) A limited partnership is bound by a general partner's 
        act after dissolution which: 
           (1) is appropriate for winding up the limited partnership's 
        activities; or 
           (2) would have bound the limited partnership under section 
        321.402 before dissolution, if, at the time the other party 
        enters into the transaction, the other party does not have 
        notice of the dissolution. 
           (b) A person dissociated as a general partner binds a 
        limited partnership through an act occurring after dissolution 
        if: 
           (1) at the time the other party enters into the transaction:
           (A) less than two years has passed since the dissociation; 
        and 
           (B) the other party does not have notice of the 
        dissociation and reasonably believes that the person is a 
        general partner; and 
           (2) the act: 
           (A) is appropriate for winding up the limited partnership's 
        activities; or 
           (B) would have bound the limited partnership under section 
        321.402 before dissolution and at the time the other party 
        enters into the transaction the other party does not have notice 
        of the dissolution. 
           Sec. 67.  [321.805] [LIABILITY AFTER DISSOLUTION OF GENERAL 
        PARTNER AND PERSON DISSOCIATED AS GENERAL PARTNER TO LIMITED 
        PARTNERSHIP, OTHER GENERAL PARTNERS, AND PERSONS DISSOCIATED AS 
        GENERAL PARTNER.] 
           (a) If a general partner having knowledge of the 
        dissolution causes a limited partnership to incur an obligation 
        under section 321.804(a) by an act that is not appropriate for 
        winding up the partnership's activities, the general partner is 
        liable: 
           (1) to the limited partnership for any damage caused to the 
        limited partnership arising from the obligation; and 
           (2) if another general partner or a person dissociated as a 
        general partner is liable for the obligation, to that other 
        general partner or person for any damage caused to that other 
        general partner or person arising from the liability. 
           (b) If a person dissociated as a general partner causes a 
        limited partnership to incur an obligation under section 
        321.804(b), the person is liable: 
           (1) to the limited partnership for any damage caused to the 
        limited partnership arising from the obligation; and 
           (2) if a general partner or another person dissociated as a 
        general partner is liable for the obligation, to the general 
        partner or other person for any damage caused to the general 
        partner or other person arising from the liability. 
           Sec. 68.  [321.806] [KNOWN CLAIMS AGAINST DISSOLVED LIMITED 
        PARTNERSHIP.] 
           (a) A dissolved limited partnership may dispose of the 
        known claims against it by following the procedure described in 
        subsection (b). 
           (b) A dissolved limited partnership may notify its known 
        claimants of the dissolution in a record.  The notice must: 
           (1) specify the information required to be included in a 
        claim; 
           (2) provide a mailing address to which the claim is to be 
        sent; 
           (3) state the deadline for receipt of the claim, which may 
        not be less than 120 days after the date the notice is received 
        by the claimant; 
           (4) state that the claim will be barred if not received by 
        the deadline; and 
           (5) unless the limited partnership has been at each moment 
        during its existence either a limited liability limited 
        partnership or a limited partnership that is a limited liability 
        limited partnership under chapter 322A, state that the barring 
        of a claim against the limited partnership will also bar any 
        corresponding claim against any general partner or person 
        dissociated as a general partner which is based on section 
        321.404. 
           (c) A claim against a dissolved limited partnership is 
        barred if the requirements of subsection (b) are met and: 
           (1) the claim is not received by the specified deadline; or 
           (2) in the case of a claim that is timely received but 
        rejected by the dissolved limited partnership, the claimant does 
        not commence an action to enforce the claim against the limited 
        partnership within 90 days after the receipt of the notice of 
        the rejection. 
           (d) This section does not apply to a claim based on an 
        event occurring after the effective date of dissolution or a 
        liability that is contingent on that date. 
           Sec. 69.  [321.807] [OTHER CLAIMS AGAINST DISSOLVED LIMITED 
        PARTNERSHIPS.] 
           (a) A dissolved limited partnership may publish notice of 
        its dissolution and request persons having claims against the 
        limited partnership to present them in accordance with the 
        notice. 
           (b) The notice must: 
           (1) be published at least once in a newspaper of general 
        circulation in the county in which the dissolved limited 
        partnership's principal office is located or, if it has none in 
        this state, in the county in which the limited partnership's 
        designated office is or was last located; 
           (2) describe the information required to be contained in a 
        claim and provide a mailing address to which the claim is to be 
        sent; 
           (3) state that a claim against the limited partnership is 
        barred unless an action to enforce the claim is commenced within 
        five years after publication of the notice; and 
           (4) unless the limited partnership has been at each moment 
        during its existence either a limited liability limited 
        partnership or a limited liability limited partnership under 
        chapter 322A, state that the barring of a claim against the 
        limited partnership will also bar any corresponding claim 
        against any general partner or person dissociated as a general 
        partner which is based on section 321.404. 
           (c) If a dissolved limited partnership publishes a notice 
        in accordance with subsection (b), the claim of each of the 
        following claimants is barred unless the claimant commences an 
        action to enforce the claim against the dissolved limited 
        partnership within five years after the publication date of the 
        notice: 
           (1) a claimant that did not receive notice in a record 
        under section 321.806; 
           (2) a claimant whose claim was timely sent to the dissolved 
        limited partnership but not acted on; and 
           (3) a claimant whose claim is contingent or based on an 
        event occurring after the effective date of dissolution. 
           (d) A claim not barred under this section may be enforced: 
           (1) against the dissolved limited partnership, to the 
        extent of its undistributed assets; 
           (2) if the assets have been distributed in liquidation, 
        against a partner or transferee to the extent of that person's 
        proportionate share of the claim or the limited partnership's 
        assets distributed to the partner or transferee in liquidation, 
        whichever is less, but a person's total liability for all claims 
        under this paragraph does not exceed the total amount of assets 
        distributed to the person as part of the winding up of the 
        dissolved limited partnership; or 
           (3) against any person liable on the claim under section 
        321.404. 
           Sec. 70.  [321.808] [LIABILITY OF GENERAL PARTNER AND 
        PERSON DISSOCIATED AS GENERAL PARTNER WHEN CLAIM AGAINST LIMITED 
        PARTNERSHIP BARRED.] 
           If a claim against a dissolved limited partnership is 
        barred under section 321.806 or 321.807, any corresponding claim 
        under section 321.404 is also barred. 
           Sec. 71.  [321.809] [ADMINISTRATIVE DISSOLUTION.] 
           (a) A limited partnership that has failed to deliver for 
        filing a registration pursuant to the requirements of section 
        321.210 must be dissolved by the secretary of state as described 
        in this section. 
           (b) If the limited partnership has not filed the delinquent 
        registration, the secretary of state must issue a certificate of 
        administrative dissolution and the certificate must be filed in 
        the Office of the Secretary of State.  The secretary of state 
        must annually inform the attorney general and the commissioner 
        of revenue of the methods by which the names of limited 
        partnerships administratively dissolved under this section 
        during the preceding year may be determined.  The secretary of 
        state must also make available in an electronic format the names 
        of the administratively dissolved limited partnerships. 
           (c) A limited partnership administratively dissolved 
        continues its existence but may carry on only activities 
        necessary to wind up its activities and liquidate its assets 
        under sections 321.803 and 321.812 and to notify claimants under 
        sections 321.806 and 321.807. 
           (d) The administrative dissolution of a limited partnership 
        does not terminate the authority of its agent for service of 
        process. 
           Sec. 72.  [321.810] [REINSTATEMENT FOLLOWING ADMINISTRATIVE 
        DISSOLUTION.] 
           (a) A limited partnership that has been administratively 
        dissolved may apply to the secretary of state for reinstatement 
        after the effective date of dissolution.  The application must 
        be delivered to the secretary of state for filing and state: 
           (1) the name of the limited partnership and the effective 
        date of its administrative dissolution; 
           (2) that the grounds for dissolution either did not exist 
        or have been eliminated; and 
           (3) that the limited partnership's name satisfies the 
        requirements of section 321.108. 
           The application must also include any documents that were 
        required to be delivered for filing to the secretary of state 
        but which were not so delivered. 
           (b) If the secretary of state determines that an 
        application contains the information required by subsection (a) 
        and that the information is correct and the application includes 
        the appropriate fee, the secretary of state shall file the 
        reinstatement application and serve the limited partnership with 
        a copy. 
           (c) When reinstatement becomes effective, it relates back 
        to and takes effect as of the effective date of the 
        administrative dissolution and the limited partnership may 
        resume its activities as if the administrative dissolution had 
        never occurred, except that for the purposes of section 
        321.103(c) and (d) the reinstatement is effective only as of the 
        date the reinstatement is filed. 
           Sec. 73.  [321.812] [DISPOSITION OF ASSETS; WHEN 
        CONTRIBUTIONS REQUIRED.] 
           (a) In winding up a limited partnership's activities, the 
        assets of the limited partnership, including the contributions 
        required by this section, must be applied to satisfy the limited 
        partnership's obligations to creditors, including, to the extent 
        permitted by law, partners that are creditors. 
           (b) Any surplus remaining after the limited partnership 
        complies with subsection (a) must be paid in cash as a 
        distribution. 
           (c) If a limited partnership's assets are insufficient to 
        satisfy all of its obligations under subsection (a), with 
        respect to each unsatisfied obligation incurred when the limited 
        partnership was neither a limited liability limited partnership 
        nor a limited partnership that is a limited liability limited 
        partnership under chapter 322A, the following rules apply: 
           (1) Each person that was a general partner when the 
        obligation was incurred and that has not been released from the 
        obligation under section 321.607 shall contribute to the limited 
        partnership for the purpose of enabling the limited partnership 
        to satisfy the obligation.  The contribution due from each of 
        those persons is in proportion to the right to receive 
        distributions in the capacity of general partner in effect for 
        each of those persons when the obligation was incurred. 
           (2) If a person does not contribute the full amount 
        required under paragraph (1) with respect to an unsatisfied 
        obligation of the limited partnership, the other persons 
        required to contribute by paragraph (1) on account of the 
        obligation shall contribute the additional amount necessary to 
        discharge the obligation.  The additional contribution due from 
        each of those other persons is in proportion to the right to 
        receive distributions in the capacity of general partner in 
        effect for each of those other persons when the obligation was 
        incurred. 
           (3) If a person does not make the additional contribution 
        required by paragraph (2), further additional contributions are 
        determined and due in the same manner as provided in that 
        paragraph. 
           (d) A person that makes an additional contribution under 
        subsection (c)(2) or (3) may recover from any person whose 
        failure to contribute under subsection (c)(1) or (2) 
        necessitated the additional contribution.  A person may not 
        recover under this subsection more than the amount additionally 
        contributed.  A person's liability under this subsection may not 
        exceed the amount the person failed to contribute. 
           (e) The estate of a deceased individual is liable for the 
        person's obligations under this section. 
           (f) An assignee for the benefit of creditors of a limited 
        partnership or a partner, or a person appointed by a court to 
        represent creditors of a limited partnership or a partner, may 
        enforce a person's obligation to contribute under subsection (c).

                                   ARTICLE 9 
                          FOREIGN LIMITED PARTNERSHIPS 
           Sec. 74.  [321.901] [GOVERNING LAW.] 
           (a) The laws of the state or other jurisdiction under which 
        a foreign limited partnership is organized govern relations 
        among the partners of the foreign limited partnership and 
        between the partners and the foreign limited partnership and the 
        liability of partners as partners for an obligation of the 
        foreign limited partnership. 
           (b) A foreign limited partnership may not be denied a 
        certificate of authority by reason of any difference between the 
        laws of the jurisdiction under which the foreign limited 
        partnership is organized and the laws of this state. 
           (c) A certificate of authority does not authorize a foreign 
        limited partnership to engage in any business or exercise any 
        power that a limited partnership may not engage in or exercise 
        in this state. 
           Sec. 75.  [321.902] [APPLICATION FOR CERTIFICATE OF 
        AUTHORITY.] 
           (a) A foreign limited partnership may apply for a 
        certificate of authority to transact business in this state by 
        delivering an application to the secretary of state for filing.  
        The application must state: 
           (1) the name of the foreign limited partnership and, if the 
        name does not comply with section 321.108, an alternate name 
        adopted pursuant to section 321.905(a); 
           (2) the name of the state or other jurisdiction under whose 
        law the foreign limited partnership is organized; 
           (3) the street and mailing address of the foreign limited 
        partnership's principal office and, if the laws of the 
        jurisdiction under which the foreign limited partnership is 
        organized require the foreign limited partnership to maintain an 
        office in that jurisdiction, the street and mailing address of 
        the required office; 
           (4) the name and street and mailing address of the foreign 
        limited partnership's initial agent for service of process in 
        this state; 
           (5) the name and street and mailing address of each of the 
        foreign limited partnership's general partners; and 
           (6) whether the foreign limited partnership is a foreign 
        limited liability limited partnership. 
           (b) A foreign limited partnership shall deliver with the 
        completed application a certificate of existence or a record of 
        similar import signed by the secretary of state or other 
        official having custody of the foreign limited partnership's 
        publicly filed records in the state or other jurisdiction under 
        whose law the foreign limited partnership is organized. 
           Sec. 76.  [321.903] [ACTIVITIES NOT CONSTITUTING 
        TRANSACTING BUSINESS.] 
           (a) Activities of a foreign limited partnership which do 
        not constitute transacting business in this state within the 
        meaning of this article include: 
           (1) maintaining, defending, and settling an action or 
        proceeding; 
           (2) holding meetings of its partners or carrying on any 
        other activity concerning its internal affairs; 
           (3) maintaining accounts in financial institutions; 
           (4) maintaining offices or agencies for the transfer, 
        exchange, and registration of the foreign limited 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 
        electronic means or through employees or agents or otherwise, if 
        the orders require acceptance outside this state before they 
        become contracts; 
           (7) creating or acquiring indebtedness, mortgages, or 
        security interests in real or personal property; 
           (8) securing or collecting debts or enforcing mortgages or 
        other security interests in property securing the debts, 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 of a like manner; 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 partnership to 
        service of process, taxation, or regulation under any other law 
        of this state. 
           Sec. 77.  [321.904] [FILING OF CERTIFICATE OF AUTHORITY.] 
           Unless the secretary of state determines that an 
        application for a certificate of authority does not comply with 
        the filing requirements of this chapter, the secretary of state, 
        upon payment of all filing fees, shall file the application, 
        prepare, sign and file a certificate of authority to transact 
        business in this state, and send a copy of the filed certificate 
        to the foreign limited partnership or its representative. 
           Sec. 78.  [321.905] [NONCOMPLYING NAME OF FOREIGN LIMITED 
        PARTNERSHIP.] 
           (a) A foreign limited partnership whose name does not 
        comply with section 321.108 may not obtain a certificate of 
        authority until it adopts, for the purpose of transacting 
        business in this state, an alternate name that complies with 
        section 321.108.  A foreign limited partnership that adopts an 
        alternate name under this subsection and then obtains a 
        certificate of authority with the name need not comply with 
        sections 333.01 to 333.06.  After obtaining a certificate of 
        authority with an alternate name, a foreign limited partnership 
        shall transact business in this state under the name unless the 
        foreign limited partnership is authorized under sections 333.01 
        to 333.06 to transact business in this state under another name. 
           (b) If a foreign limited partnership authorized to transact 
        business in this state changes its name to one that does not 
        comply with section 321.108, it may not thereafter transact 
        business in this state until it complies with subsection (a) and 
        obtains an amended certificate of authority. 
           Sec. 79.  [321.906] [REVOCATION OF CERTIFICATE OF 
        AUTHORITY.] 
           (a) A foreign limited partnership that has failed to 
        deliver for filing a registration pursuant to the requirements 
        of section 321.210 must have its certificate of authority to 
        transact business in Minnesota revoked as described in this 
        section. 
           (b) If the foreign limited partnership has not filed the 
        delinquent registration, the secretary of state must issue a 
        certificate of revocation and the certificate must be filed in 
        the Office of the Secretary of State.  The secretary of state 
        must annually inform the attorney general and the commissioner 
        of revenue of the methods by which the names of limited 
        partnerships whose certificates of authority have been revoked 
        under this section during the preceding year may be determined.  
        The secretary of state must also make available in an electronic 
        format the names of the foreign limited partnerships whose 
        certificates have been revoked. 
           Sec. 80.  [321.907] [CANCELLATION OF CERTIFICATE OF 
        AUTHORITY; EFFECT OF FAILURE TO HAVE CERTIFICATE.] 
           (a) In order to cancel its certificate of authority to 
        transact business in this state, a foreign limited partnership 
        must deliver to the secretary of state for filing a notice of 
        cancellation.  The certificate is canceled when the notice 
        becomes effective under section 321.206. 
           (b) A foreign limited partnership transacting business in 
        this state may not maintain an action or proceeding in this 
        state unless it has a certificate of authority to transact 
        business in this state. 
           (c) The failure of a foreign limited partnership to have a 
        certificate of authority to transact business in this state does 
        not impair the validity of a contract or act of the foreign 
        limited partnership or prevent the foreign limited partnership 
        from defending an action or proceeding in this state. 
           (d) A partner of a foreign limited partnership is not 
        liable for the obligations of the foreign limited partnership 
        solely by reason of the foreign limited partnership's having 
        transacted business in this state without a certificate of 
        authority. 
           (e) If a foreign limited partnership transacts business in 
        this state without a certificate of authority or cancels its 
        certificate of authority, it appoints the secretary of state as 
        its agent for service of process for rights of action arising 
        out of the transaction of business in this state. 
           Sec. 81.  [321.908] [ACTION BY ATTORNEY GENERAL.] 
           The attorney general may maintain an action to restrain a 
        foreign limited partnership from transacting business in this 
        state in violation of this article. 

                                   ARTICLE 10 
                              ACTIONS BY PARTNERS 
           Sec. 82.  [321.1001] [DIRECT ACTION BY PARTNER.] 
           (a) Subject to subsection (b), a partner may maintain a 
        direct action against the limited partnership or another partner 
        for legal or equitable relief, with or without an accounting as 
        to the partnership's activities, to enforce the rights and 
        otherwise protect the interests of the partner, including rights 
        and interests under the partnership agreement of this chapter or 
        arising independently of the partnership relationship. 
           (b) A partner commencing a direct action under this section 
        is required to plead and prove an actual or threatened injury 
        that is not solely the result of an injury suffered or 
        threatened to be suffered by the limited partnership. 
           (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. 83.  [321.1002] [DERIVATIVE ACTION.] 
           A partner may maintain a derivative action to enforce a 
        right of a limited partnership if: 
           (1) the partner first makes a demand on the general 
        partners, requesting that they cause the limited partnership to 
        bring an action to enforce the right, and the general partners 
        do not bring the action within a reasonable time; or 
           (2) a demand would be futile. 
           Sec. 84.  [321.1003] [PROPER PLAINTIFF.] 
           A derivative action may be maintained only by a person that 
        is a partner at the time the action is commenced and: 
           (1) that was a partner when the conduct giving rise to the 
        action occurred; or 
           (2) whose status as a partner devolved upon the person by 
        operation of law or pursuant to the terms of the partnership 
        agreement from a person that was a partner at the time of the 
        conduct. 
           Sec. 85.  [321.1004] [PLEADING.] 
           In a derivative action, the complaint must state with 
        particularity: 
           (1) the date and content of plaintiff's demand and the 
        general partners' response to the demand; or 
           (2) why demand should be excused as futile. 
           Sec. 86.  [321.1005] [PROCEEDS AND EXPENSES.] 
           (a) Except as otherwise provided in subsection (b): 
           (1) any proceeds or other benefits of a derivative action, 
        whether by judgment, compromise, or settlement, belong to the 
        limited partnership and not to the derivative plaintiff; 
           (2) if the derivative plaintiff receives any proceeds, the 
        derivative plaintiff shall immediately remit them to the limited 
        partnership. 
           (b) If a derivative action is successful in whole or in 
        part, the court may award the plaintiff reasonable expenses, 
        including reasonable attorney's fees, from the recovery of the 
        limited partnership. 

                                   ARTICLE 11 
                             CONVERSION AND MERGER 
           Sec. 87.  [321.1101] [DEFINITIONS.] 
           In this article: 
           (1) "Constituent limited partnership" means a constituent 
        organization that is a limited partnership. 
           (2) "Constituent organization" means an organization that 
        is party to a merger. 
           (3) "Converted organization" means the organization into 
        which a converting organization converts pursuant to sections 
        321.1102 through 321.1105. 
           (4) "Converting limited partnership" means a converting 
        organization that is a limited partnership. 
           (5) "Converting organization" means an organization that 
        converts into another organization pursuant to section 321.1102. 
           (6) "General partner" means a general partner of a limited 
        partnership. 
           (7) "Governing statute" of an organization means the 
        statute that governs the organization's internal affairs. 
           (8) "Organization" means a general partnership, including a 
        limited liability partnership; limited partnership, including a 
        limited liability limited partnership; limited liability 
        company; business trust; corporation; or any other person having 
        a governing statute.  The term includes domestic and foreign 
        organizations whether or not organized for profit. 
           (9) "Organizational documents" means: 
           (A) for a domestic or foreign general partnership, its 
        partnership agreement; 
           (B) for a limited partnership or foreign limited 
        partnership, its certificate of limited partnership and 
        partnership agreement; 
           (C) for a domestic or foreign limited liability company, 
        its articles of organization and operating agreement, or 
        comparable records as provided in its governing statute; 
           (D) for a business trust, its agreement of trust and 
        declaration of trust; 
           (E) for a domestic or foreign corporation for profit, its 
        articles of incorporation, bylaws, and other agreements among 
        its shareholders which are authorized by its governing statute, 
        or comparable records as provided in its governing statute; and 
           (F) for any other organization, the basic records that 
        create the organization and determine its internal governance 
        and the relations among the persons that own it, have an 
        interest in it, or are members of it. 
           (10) "Personal liability" means personal liability for a 
        debt, liability, or other obligation of an organization which is 
        imposed on a person that co-owns, has an interest in, or is a 
        member of the organization: 
           (A) by the organization's governing statute solely by 
        reason of the person co-owning, having an interest in, or being 
        a member of the organization; or 
           (B) by the organization's organizational documents under a 
        provision of the organization's governing statute authorizing 
        those documents to make one or more specified persons liable for 
        all or specified debts, liabilities, and other obligations of 
        the organization solely by reason of the person or persons 
        co-owning, having an interest in, or being a member of the 
        organization. 
           (11) "Surviving organization" means an organization into 
        which one or more other organizations are merged.  A surviving 
        organization may preexist the merger or be created by the merger.
           Sec. 88.  [321.1102] [CONVERSION.] 
           (a) An organization other than a limited partnership may 
        convert to a limited partnership, and a limited partnership may 
        convert to another organization pursuant to this section and 
        sections 321.1103 through 321.1105 and a plan of conversion, if: 
           (1) the other organization's governing statute authorizes 
        the conversion; 
           (2) the conversion is not prohibited by the law of the 
        jurisdiction that enacted the governing statute; and 
           (3) the other organization complies with its governing 
        statute in effecting the conversion. 
           (b) A plan of conversion must be in a record and must 
        include: 
           (1) the name and form of the organization before 
        conversion; 
           (2) the name and form of the organization after conversion; 
        and 
           (3) the terms and conditions of the conversion, including 
        the manner and basis for converting interests in the converting 
        organization into any combination of money, interests in the 
        converted organization, and other consideration; and 
           (4) the organizational documents of the converted 
        organization. 
           Sec. 89.  [321.1103] [ACTION ON PLAN OF CONVERSION BY 
        CONVERTING LIMITED PARTNERSHIP.] 
           (a) Subject to section 321.1110, a plan of conversion must 
        be consented to by all the partners of a converting limited 
        partnership. 
           (b) Subject to section 321.1110 and any contractual rights, 
        after a conversion is approved, and at any time before a filing 
        is made under section 321.1104, a converting limited partnership 
        may amend the plan or abandon the planned conversion: 
           (1) as provided in the plan; and 
           (2) except as prohibited by the plan, by the same consent 
        as was required to approve the plan. 
           Sec. 90.  [321.1104] [FILINGS REQUIRED FOR CONVERSION; 
        EFFECTIVE DATE.] 
           (a) After a plan of conversion is approved: 
           (1) a converting limited partnership shall deliver to the 
        secretary of state for filing articles of conversion, which must 
        include: 
           (A) a statement that the limited partnership has been 
        converted into another organization; 
           (B) the name and form of the organization and the 
        jurisdiction of its governing statute; 
           (C) the date the conversion is effective under the 
        governing statute of the converted organization; 
           (D) a statement that the conversion was approved as 
        required by this chapter; 
           (E) a statement that the conversion was approved as 
        required by the governing statute of the converted organization; 
        and 
           (F) if the converted organization is a foreign organization 
        not authorized to transact business in this state, the street 
        and mailing address of an office which the secretary of state 
        may use for the purposes of section 321.1105(c); and 
           (2) if the converting organization is not a converting 
        limited partnership, the converting organization shall deliver 
        to the secretary of state for filing a certificate of limited 
        partnership, which must include, in addition to the information 
        required by section 321.201: 
           (A) a statement that the limited partnership was converted 
        from another organization; 
           (B) the name and form of the organization and the 
        jurisdiction of its governing statute; and 
           (C) a statement that the conversion was approved in a 
        manner that complied with the organization's governing statute. 
           (b) A conversion becomes effective: 
           (1) if the converted organization is a limited partnership, 
        when the certificate of limited partnership takes effect; and 
           (2) if the converted organization is not a limited 
        partnership, as provided by the governing statute of the 
        converted organization. 
           Sec. 91.  [321.1105] [EFFECT OF CONVERSION.] 
           (a) An organization 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 organization 
        remains vested in the converted organization; 
           (2) all debts, liabilities, and other obligations of the 
        converting organization continue as obligations of the converted 
        organization; 
           (3) an action or proceeding pending by or against the 
        converting organization may be continued as if the conversion 
        had not occurred; 
           (4) except as prohibited by other law, all of the rights, 
        privileges, immunities, powers, and purposes of the converting 
        organization remain vested in the converted organization; 
           (5) except as otherwise provided in the plan of conversion, 
        the terms and conditions of the plan of conversion take effect; 
        and 
           (6) except as otherwise agreed, the conversion does not 
        dissolve a converting limited partnership for the purposes of 
        article 8. 
           (c) A converted organization that is a foreign organization 
        consents to the jurisdiction of the courts of this state to 
        enforce any obligation owed by the converting limited 
        partnership, if before the conversion the converting limited 
        partnership was subject to suit in this state on the 
        obligation.  A converted organization that is a foreign 
        organization and not authorized to transact business in this 
        state appoints the secretary of state as its agent for service 
        of process for purposes of enforcing an obligation under this 
        subsection.  Service on the secretary of state under this 
        subsection is made in the same manner and with the same 
        consequences as in section 321.117(c) and (d). 
           Sec. 92.  [321.1106] [MERGER.] 
           (a) A limited partnership may merge with one or more other 
        constituent organizations pursuant to this section and sections 
        321.1107 through 321.1109 and a plan of merger, if: 
           (1) the governing statute of each of the other 
        organizations authorizes the merger; 
           (2) the merger is not prohibited by the law of a 
        jurisdiction that enacted any of those governing statutes; and 
           (3) each of the other organizations complies with its 
        governing statute in effecting the merger. 
           (b) A plan of merger must be in a record and must include: 
           (1) the name and form of each constituent organization; 
           (2) the name and form of the surviving organization and, if 
        the surviving organization is to be created by the merger, a 
        statement to that effect; 
           (3) the terms and conditions of the merger, including the 
        manner and basis for converting the interests in each 
        constituent organization into any combination of money, 
        interests in the surviving organization, and other 
        consideration; 
           (4) if the surviving organization is to be created by the 
        merger, the surviving organizations organizational documents; 
        and 
           (5) if the surviving organization is not to be created by 
        the merger, any amendments to be made by the merger to the 
        surviving organization's organizational documents. 
           Sec. 93.  [321.1107] [ACTION ON PLAN OF MERGER BY 
        CONSTITUENT LIMITED PARTNERSHIP.] 
           (a) Subject to section 321.1110, a plan of merger must be 
        consented to by all the partners of a constituent limited 
        partnership. 
           (b) Subject to section 321.1110 and any contractual rights, 
        after a merger is approved, and at any time before a filing is 
        made under section 321.1108, a constituent limited partnership 
        may amend the plan or abandon the planned merger: 
           (1) as provided in the plan; and 
           (2) except as prohibited by the plan, with the same consent 
        as was required to approve the plan. 
           Sec. 94.  [321.1108] [FILINGS REQUIRED FOR MERGER; 
        EFFECTIVE DATE.] 
           (a) After each constituent organization has approved a 
        merger, articles of merger must be signed on behalf of: 
           (1) each preexisting constituent limited partnership, by 
        each general partner listed in the certificate of limited 
        partnership; and 
           (2) each other preexisting constituent organization, by an 
        authorized representative. 
           (b) The articles of merger must include: 
           (1) the name and form of each constituent organization and 
        the jurisdiction of its governing statute; 
           (2) the name and form of the surviving organization, the 
        jurisdiction of its governing statute, and, if the surviving 
        organization is created by the merger, a statement to that 
        effect; 
           (3) the date the merger is effective under the governing 
        statute of the surviving organization; 
           (4) if the surviving organization is to be created by the 
        merger: 
           (A) if it will be a limited partnership, the limited 
        partnership's certificate of limited partnership; or 
           (B) if it will be an organization other than a limited 
        partnership, the organizational document that creates the 
        organization; 
           (5) if the surviving organization preexists the merger, any 
        amendments provided for in the plan of merger for the 
        organizational document that created the organization; 
           (6) a statement as to each constituent organization that 
        the merger was approved as required by the organization's 
        governing statute; 
           (7) if the surviving organization is a foreign organization 
        not authorized to transact business in this state, the street 
        and mailing address of an office which the secretary of state 
        may use for the purposes of section 321.1109(b); and 
           (8) any additional information required by the governing 
        statute of any constituent organization. 
           (c) Each constituent limited partnership shall deliver the 
        articles of merger for filing in the office of the secretary of 
        state. 
           (d) A merger becomes effective under this article: 
           (1) if the surviving organization is a limited partnership, 
        upon the later of: 
           (i) compliance with subsection (c); or 
           (ii) subject to section 321.206(c), as specified in the 
        articles of merger; or 
           (2) if the surviving organization is not a limited 
        partnership, as provided by the governing statute of the 
        surviving organization. 
           Sec. 95.  [321.1109] [EFFECT OF MERGER.] 
           (a) When a merger becomes effective: 
           (1) the surviving organization continues or comes into 
        existence; 
           (2) each constituent organization that merges into the 
        surviving organization ceases to exist as a separate entity; 
           (3) all property owned by each constituent organization 
        that ceases to exist vest in the surviving organization; 
           (4) all debts, liabilities, and other obligations of each 
        constituent organization that ceases to exist continue as 
        obligations of the surviving organization; 
           (5) an action or proceeding pending by or against any 
        constituent organization that ceases to exist may be continued 
        as if the merger had not occurred; 
           (6) except as prohibited by other law, all of the rights, 
        privileges, immunities, powers, and purposes of each constituent 
        organization that ceases to exist vest in the surviving 
        organization; 
           (7) except as otherwise provided in the plan of merger, the 
        terms and conditions of the plan of merger take effect; and 
           (8) except as otherwise agreed, if a constituent limited 
        partnership ceases to exist, the merger does not dissolve the 
        limited partnership for the purposes of article 8; 
           (9) if the surviving organization is created by the merger: 
           (A) if it is a limited partnership, the certificate of 
        limited partnership becomes effective; or 
           (B) if it is an organization other than a limited 
        partnership, the organizational document that creates the 
        organization becomes effective; and 
           (10) if the surviving organization preexists the merger, 
        any amendments provided for in the articles of merger for the 
        organizational document that created the organization become 
        effective. 
           (b) A surviving organization that is a foreign organization 
        consents to the jurisdiction of the courts of this state to 
        enforce any obligation owed by a constituent organization, if 
        before the merger the constituent organization was subject to 
        suit in this state on the obligation.  A surviving organization 
        that is a foreign organization and not authorized to transact 
        business in this state appoints the secretary of state as its 
        agent for service of process for the purposes of enforcing an 
        obligation under this subsection.  Service on the secretary of 
        state under this subsection is made in the same manner and with 
        the same consequences as in section 321.117(c) and (d). 
           Sec. 96.  [321.1110] [RESTRICTIONS ON APPROVAL OF 
        CONVERSIONS AND MERGERS AND ON RELINQUISHING LLLP STATUS.] 
           (a) If a partner of a converting or constituent limited 
        partnership will have personal liability with respect to a 
        converted or surviving organization, approval and amendment of a 
        plan of conversion or merger are ineffective without the consent 
        of the partner, unless: 
           (1) the limited partnership's partnership agreement 
        provides for the approval of the conversion or merger with the 
        consent of fewer than all the partners; and 
           (2) the partner has consented to the provision of the 
        partnership agreement. 
           (b) An amendment to a certificate of limited partnership 
        which deletes a statement that the limited partnership is a 
        limited liability limited partnership is ineffective without the 
        consent of each general partner unless: 
           (1) the limited partnership's partnership agreement 
        provides for the amendment with the consent of less than all the 
        general partners; and 
           (2) each general partner that does not consent to the 
        amendment has consented to the provision of the partnership 
        agreement. 
           (c) A partner does not give the consent required by 
        subsection (a) or (b) merely by consenting to a provision of the 
        partnership agreement which permits the partnership agreement to 
        be amended with the consent of fewer than all the partners. 
           Sec. 97.  [321.1111] [LIABILITY OF GENERAL PARTNER AFTER 
        CONVERSION OR MERGER.] 
           (a) A conversion or merger under this article does not 
        discharge any liability under sections 321.404 and 321.607 of a 
        person that was a general partner in or dissociated as a general 
        partner from a converting or constituent limited partnership, 
        but: 
           (1) the provisions of this chapter pertaining to the 
        collection or discharge of the liability continue to apply to 
        the liability; 
           (2) for the purposes of applying those provisions, the 
        converted or surviving organization is deemed to be the 
        converting or constituent limited partnership; and 
           (3) if a person is required to pay any amount under this 
        subsection: 
           (A) the person has a right of contribution from each other 
        person that was liable as a general partner under section 
        321.404 when the obligation was incurred and has not been 
        released from the obligation under section 321.607; and 
           (B) the contribution due from each of those persons is in 
        proportion to the right to receive distributions in the capacity 
        of general partner in effect for each of those persons when the 
        obligation was incurred. 
           (b) In addition to any other liability provided by law: 
           (1) a person that immediately before a conversion or merger 
        became effective was a general partner in a converting or 
        constituent limited partnership that was not a limited liability 
        limited partnership is personally liable for each obligation of 
        the converted or surviving organization arising from a 
        transaction with a third party after the conversion or merger 
        becomes effective, if, at the time the third party enters into 
        the transaction, the third party: 
           (A) does not have notice of the conversion or merger; and 
           (B) reasonably believes that: 
           (i) the converted or surviving business is the converting 
        or constituent limited partnership; 
           (ii) the converting or constituent limited partnership is 
        not a limited liability limited partnership; and 
           (iii) the person is a general partner in the converting or 
        constituent limited partnership; and 
           (2) a person that was dissociated as a general partner from 
        a converting or constituent limited partnership before the 
        conversion or merger became effective is personally liable for 
        each obligation of the converted or surviving organization 
        arising from a transaction with a third party after the 
        conversion or merger becomes effective, if: 
           (A) immediately before the conversion or merger became 
        effective the converting or surviving limited partnership was 
        not a limited liability limited partnership; and 
           (B) at the time the third party enters into the transaction 
        less than two years have passed since the person dissociated as 
        a general partner and the third party: 
           (i) does not have notice of the dissociation; 
           (ii) does not have notice of the conversion or merger; and 
           (iii) reasonably believes that the converted or surviving 
        organization is the converting or constituent limited 
        partnership, the converting or constituent limited partnership 
        is not a limited liability limited partnership, and the person 
        is a general partner in the converting or constituent limited 
        partnership. 
           Sec. 98.  [321.1112] [POWER OF GENERAL PARTNERS AND PERSONS 
        DISSOCIATED AS GENERAL PARTNERS TO BIND ORGANIZATION AFTER 
        CONVERSION OR MERGER.] 
           (a) An act of a person that immediately before a conversion 
        or merger became effective was a general partner in a converting 
        or constituent limited partnership binds the converted or 
        surviving organization after the conversion or merger becomes 
        effective, if: 
           (1) before the conversion or merger became effective, the 
        act would have bound the converting or constituent limited 
        partnership under section 321.402; and 
           (2) at the time the third party enters into the 
        transaction, the third party: 
           (A) does not have notice of the conversion or merger; and 
           (B) reasonably believes that the converted or surviving 
        business is the converting or constituent limited partnership 
        and that the person is a general partner in the converting or 
        constituent limited partnership. 
           (b) An act of a person that before a conversion or merger 
        became effective was dissociated as a general partner from a 
        converting or constituent limited partnership binds the 
        converted or surviving organization after the conversion or 
        merger becomes effective, if: 
           (1) before the conversion or merger became effective, the 
        act would have bound the converting or constituent limited 
        partnership under section 321.402 if the person had been a 
        general partner; and 
           (2) at the time the third party enters into the 
        transaction, less than two years have passed since the person 
        dissociated as a general partner and the third party: 
           (A) does not have notice of the dissociation; 
           (B) does not have notice of the conversion or merger; and 
           (C) reasonably believes that the converted or surviving 
        organization is the converting or constituent limited 
        partnership and that the person is a general partner in the 
        converting or constituent limited partnership. 
           (c) If a person having knowledge of the conversion or 
        merger causes a converted or surviving organization to incur an 
        obligation under subsection (a) or (b), the person is liable: 
           (1) to the converted or surviving organization for any 
        damage caused to the organization arising from the obligation; 
        and 
           (2) if another person is liable for the obligation, to that 
        other person for any damage caused to that other person arising 
        from the liability. 
           Sec. 99.  [321.1113] [CHAPTER NOT EXCLUSIVE.] 
           This chapter does not preclude an entity from being 
        converted or merged under other law. 
           Sec. 100.  [321.1114] [CONFLICT RELATING TO MERGER OR 
        CONVERSION.] 
           If a partnership governed by chapter 323A participates in a 
        merger or conversion under chapter 321, then in the event of any 
        conflict between the provisions of chapter 323A and chapter 321 
        relating to the merger or conversion, the provisions of chapter 
        321 control chapter 321.  

                                   ARTICLE 12 
                            MISCELLANEOUS PROVISIONS 
           Sec. 101.  [321.1201] [UNIFORMITY OF APPLICATION AND 
        CONSTRUCTION.] 
           In applying and construing this chapter, consideration must 
        be given to the need to promote uniformity of the law with 
        respect to its subject matter among states that enact it. 
           Sec. 102.  [321.1202] [SEVERABILITY CLAUSE.] 
           If any provision of this chapter or its application to any 
        person or circumstance is held invalid, the invalidity does not 
        affect other provisions or applications of this chapter which 
        can be given effect without the invalid provision or 
        application, and to this end the provisions of this chapter are 
        severable. 
           Sec. 103.  [321.1203] [RELATION TO ELECTRONIC SIGNATURES IN 
        GLOBAL AND NATIONAL COMMERCE ACT.] 
           This chapter modifies, limits, or supersedes the federal 
        Electronic Signatures in Global and National Commerce Act, 15 
        U.S.C. Section 7001 et seq., but this chapter does not modify, 
        limit, or supersede Section 101(c) of that Act or authorize 
        electronic delivery of any of the notices described in Section 
        103(b) of that Act. 
           Sec. 104.  [321.1206] [APPLICATION TO EXISTING 
        RELATIONSHIPS.] 
           (a) Beginning January 1, 2005, no person may use chapter 
        322A to form an entity. 
           (b) Before January 1, 2007, this chapter governs only: 
           (1) a limited partnership formed on or after January 1, 
        2005; and 
           (2) except as otherwise provided in subsection (d): 
           (i) a limited partnership formed under chapter 322A which 
        elects, in the manner provided in its partnership agreement or 
        by law for amending the partnership agreement, to be subject to 
        this chapter; and 
           (ii) a limited partnership formed under chapter 322, if the 
        limited partnership elects pursuant to subsection (f) to be 
        subject to this chapter. 
           (c) Except as otherwise provided in subsection (d), on and 
        after January 1, 2007, this chapter governs: 
           (1) any limited partnership formed under chapter 322A which 
        has not previously elected to be governed by this chapter and is 
        still in existence on January 1, 2007; and 
           (2) all limited partnerships, including each limited 
        partnership formed under chapter 322A which has previously 
        elected to become governed by this chapter and each limited 
        partnership formed under chapter 322 which has elected, 
        previously or otherwise, to be governed by this chapter. 
           (d) With respect to a limited partnership formed before 
        January 1, 2005, the following rules apply except as the 
        partners otherwise elect in the manner provided in the 
        partnership agreement or by law for amending the partnership 
        agreement: 
           (1) section 321.104(c) does not apply and the limited 
        partnership has whatever duration it had under the law 
        applicable immediately before the limited partnership became 
        subject to this chapter; 
           (2) the limited partnership is not required to amend its 
        certificate of limited partnership to comply with section 
        321.201(a)(4); 
           (3) sections 321.601 and 321.602 do not apply and a limited 
        partner has the same right and power to dissociate from the 
        limited partnership, with the same consequences, as existed 
        immediately before the limited partnership became subject to 
        this chapter; 
           (4) section 321.603(4) does not apply; 
           (5) section 321.603(5) does not apply and a court has the 
        same power to expel a general partner as the court had 
        immediately before the limited partnership became subject to 
        this chapter; and 
           (6) section 321.801(3) does not apply and the connection 
        between a person's dissociation as a general partner and the 
        dissolution of the limited partnership is the same as existed 
        immediately before the limited partnership became subject to 
        this chapter; 
           (e) If subsection (c) causes a limited partnership that is 
        a limited liability limited partnership under section 322A.88 to 
        become subject to this chapter: 
           (1) if immediately before the limited partnership that is a 
        limited liability limited partnership under section 322A.88 
        became subject to this chapter its name complied with section 
        322A.02, the limited partnership may maintain its name even if 
        the name does not comply with section 321.108(c); and 
           (2) the statement of qualification of the limited 
        partnership that is a limited liability limited partnership 
        under section 322A.88, on file with the secretary of state 
        pursuant to section 322A.88(a)(2), is deemed to amend the 
        limited partnership's certificate of limited partnership to 
        state that the limited partnership is a limited liability 
        limited partnership. 
           (f) On or after January 1, 2005, a limited partnership 
        formed under chapter 322 may become subject to this chapter if: 
           (1) it elects, in the manner provided in its partnership 
        agreement or by law for amending the partnership agreement, to 
        be subject to this chapter; 
           (2) neither its certificate of limited partnership nor its 
        partnership agreement prohibit the election; 
           (3) its certificate of limited partnership, on file with 
        the county recorder, is amended to state the election and, as 
        may be necessary, to comply with this chapter; and 
           (4) a certified copy of the amended certificate of limited 
        partnership, and of all other limited partnership documents 
        previously filed with the county recorder, is filed with the 
        secretary of state.  
           Sec. 105.  [321.1207] [SAVINGS CLAUSE.] 
           This chapter does not affect an action commenced, 
        proceeding brought, or right accrued before this chapter takes 
        effect. 
           Sec. 106.  [321.1208] [EFFECT OF DESIGNATION.] 
           Except as otherwise provided in this chapter, a limited 
        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 limited partnership 
        following its dissolution; 
           (2) whether the certificate of limited partnership of a 
        limited partnership is amended to add or delete a statement that 
        the limited partnership is a limited liability limited 
        partnership pursuant to section 406(b)(2); and 
           (3) regardless of whether the words "limited partnership," 
        "limited liability limited partnership," or the designation "LP,"
        "L.P.," "LLLP," or "L.L.L.P." are used in an instrument 
        conveying an interest in real or personal property to or from 
        the limited partnership or in any other writing. 
           Sec. 107.  [REPEALER.] 
           Minnesota Statutes 2002, sections 322A.01; 322A.02; 
        322A.03; 322A.04; 322A.05; 322A.06; 322A.07; 322A.11; 322A.12; 
        322A.13; 322A.14; 322A.15; 322A.16; 322A.17; 322A.18; 322A.19; 
        322A.24; 322A.25; 322A.26; 322A.27; 322A.28; 322A.31; 322A.32; 
        322A.33; 322A.34; 322A.35; 322A.38; 322A.39; 322A.40; 322A.41; 
        322A.45; 322A.46; 322A.47; 322A.48; 322A.49; 322A.50; 322A.51; 
        322A.52; 322A.55; 322A.56; 322A.57; 322A.58; 322A.59; 322A.63; 
        322A.64; 322A.65; 322A.66; 322A.69; 322A.70; 322A.71; 322A.72; 
        322A.73; 322A.74; 322A.75; 322A.76; 322A.761; 322A.79; 322A.80; 
        322A.81; 322A.82; 322A.85; 322A.86; 322A.87; and 322A.88, are 
        repealed effective January 1, 2007. 
           Sec. 108.  [EFFECTIVE DATE.] 
           This act is effective January 1, 2005. 

                                   ARTICLE 13 
                               CONFORMING CHANGES 
           Sec. 109.  Minnesota Statutes 2002, section 5.25, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHO MAY BE SERVED.] A process, notice, or 
        demand required or permitted by law to be served upon an entity 
        governed by chapter 221, 302A, 303, 317A, 321, 322A, 322B, 323, 
        330, 540, or 543 may be served on:  (1) the registered agent, if 
        any; (2) if no agent has been appointed then on an officer, 
        manager, or general partner of the entity; or (3) if no agent, 
        officer, manager, or general partner can be found at the address 
        on file with the secretary of state, the secretary of state as 
        provided in this section. 
           Sec. 110.  Minnesota Statutes 2002, section 302A.115, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [REQUIREMENTS; PROHIBITIONS.] The corporate 
        name:  
           (a) Shall be in the English language or in any other 
        language expressed in English letters or characters; 
           (b) Shall contain the word "corporation," "incorporated," 
        or "limited," or shall contain an abbreviation of one or more of 
        these words, or the word "company" or the abbreviation "Co." if 
        that word or abbreviation is not immediately preceded by the 
        word "and" or the character "&"; 
           (c) Shall not contain a word or phrase that indicates or 
        implies that it is incorporated for a purpose other than a legal 
        business purpose; 
           (d) Shall be distinguishable upon the records in the office 
        of the secretary of state from the name of each domestic 
        corporation, limited partnership, limited liability partnership, 
        and limited liability company, whether profit or nonprofit, and 
        each foreign corporation, limited partnership, limited liability 
        partnership, and limited liability company authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        incorporation, reserved as provided for in sections 302A.117, 
        322A.03 321.109, 322B.125, or 333.001 to 333.54, unless there is 
        filed with the articles one of the following:  
           (1) The written consent of the domestic corporation, 
        limited partnership, limited liability partnership, or limited 
        liability company, or the foreign corporation, limited 
        partnership, limited liability partnership, or limited liability 
        company 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; 
           (2) 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 
           (3) The applicant's affidavit that the corporation, limited 
        partnership, or limited liability company with the name that is 
        not distinguishable has been incorporated or on file in this 
        state for at least three years prior to the affidavit, if it is 
        a domestic corporation, limited partnership, or limited 
        liability company, 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 corporation, limited partnership, 
        or limited liability company, 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; that the corporation, limited 
        partnership, or limited liability company or holder has not 
        during the three-year period before the affidavit filed any 
        document with the secretary of state; that the applicant has 
        mailed written notice to the corporation, limited partnership, 
        or limited liability company 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 corporation or limited 
        liability company 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, stating 
        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 corporation, limited 
        partnership, limited liability company, 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 
        corporation, limited partnership, or limited liability company 
        with the name that is not distinguishable in the county in which 
        is located the registered office of the corporation, limited 
        partnership, or limited liability company 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 corporation, limited partnership, 
        limited liability company, 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. 111.  Minnesota Statutes 2002, section 308A.121, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [NAME.] The name of a cooperative must 
        distinguish the cooperative upon the records in the Office of 
        the Secretary of State from the name of a domestic corporation, 
        whether profit or nonprofit, or a limited partnership, or a 
        foreign corporation or a limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, a limited liability company, whether domestic or 
        foreign, a limited liability partnership, whether domestic or 
        foreign, or a name the right to which is, at the time of 
        incorporation, reserved or provided for in sections 302A.117, 
        317A.117, 322A.03 321.109, 322B.125, or 333.001 to 333.54. 
           Sec. 112.  Minnesota Statutes 2002, section 317A.115, 
        subdivision 2, is amended to read: 
           Subd. 2.  [NAME MUST BE DISTINGUISHABLE.] (a) A corporate 
        name must be distinguishable upon the records in the Office of 
        the Secretary of State from the name of a domestic corporation 
        or limited partnership, 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, a limited liability partnership, 
        whether domestic or foreign, or a name the right to which is, at 
        the time of incorporation, reserved, registered, or provided for 
        in section 317A.117, 302A.117, 322A.03 321.109, 322B.125, or 
        sections 333.001 to 333.54, unless one of the following is filed 
        with the articles:  
           (1) the written consent of the organization having the name 
        that is not distinguishable; 
           (2) a certified copy of a final decree of a court in this 
        state establishing the prior right of the applicant to use its 
        corporate name in this state; or 
           (3) an affidavit of nonuse of the kind required by section 
        302A.115, subdivision 1, paragraph (d), clause (3). 
           (b) The secretary of state shall determine whether a name 
        is distinguishable from another name for purposes of this 
        section and section 317A.117. 
           (c) This subdivision does not affect the right of a 
        corporation existing on January 1, 1991, or a foreign 
        corporation authorized to do business in this state on that 
        date, to use its corporate name. 
           Sec. 113.  Minnesota Statutes 2002, 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 chapter 319B, must meet the 
        requirements of section 319B.05 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 each domestic limited 
        liability company, limited liability partnership, corporation, 
        and limited partnership, whether profit or nonprofit, and each 
        foreign limited liability company, limited liability 
        partnership, corporation, and limited partnership authorized or 
        registered to do business in this state, whether profit or 
        nonprofit, and each name the right to which is, at the time of 
        organization, reserved as provided for in sections 302A.117, 
        317A.117, 322A.03 321.109, 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, limited liability partnership, corporation, or limited 
        partnership or the foreign limited liability company, limited 
        liability partnership, 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, that the limited 
        liability company, corporation, or limited partnership or holder 
        has not during the three-year period before the affidavit 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, stating 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, 
        corporation, or limited partnership 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. 114.  Minnesota Statutes 2002, section 323A.1-01, is 
        amended to read: 
           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, recorded in the Office of the County Recorder in 
        the county in which the real property affected by the statement 
        is located or, 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 that 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. 

                                   ARTICLE 14 
                          OTHER BUSINESS ORGANIZATIONS 
           Section 1.  Minnesota Statutes 2002, section 302A.011, 
        subdivision 21, is amended to read: 
           Subd. 21.  [PARENT.] "Parent" of a specified corporation 
        means a corporation or a foreign corporation that directly, or 
        indirectly through related organizations, owns more than 50 
        percent of the voting power of the shares entitled to vote for 
        directors of the specified corporation.  
           Sec. 2.  Minnesota Statutes 2002, section 302A.011, 
        subdivision 31, is amended to read: 
           Subd. 31.  [SUBSIDIARY.] "Subsidiary" of a specified 
        corporation means a corporation or a foreign corporation having 
        more than 50 percent of the voting power of its shares entitled 
        to vote for directors owned directly, or indirectly through 
        related organizations, by the specified corporation. 
           Sec. 3.  Minnesota Statutes 2002, section 302A.011, 
        subdivision 49, is amended to read: 
           Subd. 49.  [INTERESTED SHAREHOLDER.] (a) "Interested 
        shareholder," when used in reference to any issuing public 
        corporation, means any person that is (1) the beneficial owner, 
        directly or indirectly, of ten percent or more of the voting 
        power of the outstanding shares entitled to vote of the issuing 
        public corporation or (2) an affiliate or associate of the 
        issuing public corporation and that, at any time within the 
        four-year period immediately before the date in question, was 
        the beneficial owner, directly or indirectly, of ten percent or 
        more of the voting power of the then outstanding shares entitled 
        to vote of the issuing public corporation.  Notwithstanding 
        anything stated in this subdivision, 
           (b) If a person who has not been a beneficial owner of ten 
        percent or more of the voting power of the outstanding shares 
        entitled to vote of the issuing public corporation immediately 
        prior to a repurchase of shares by, or recapitalization of, the 
        issuing public corporation or similar action shall become a 
        beneficial owner of ten percent or more of the voting power 
        solely as a result of the share repurchase, recapitalization, or 
        similar action, the person shall not be deemed to be the 
        beneficial owner of ten percent or more of the voting power for 
        purposes of paragraph (a), clause (1) or (2), unless: 
           (i) (1) the repurchase, recapitalization, conversion, or 
        similar action was proposed by or on behalf of, or pursuant to 
        any agreement, arrangement, relationship, understanding, or 
        otherwise (whether or not in writing) with, the person or any 
        affiliate or associate of the person; or 
           (ii) (2) the person thereafter acquires beneficial 
        ownership, directly or indirectly, of outstanding shares 
        entitled to vote of the issuing public corporation and, 
        immediately after the acquisition, is the beneficial owner, 
        directly or indirectly, of ten percent or more of the voting 
        power of the outstanding shares entitled to vote of the issuing 
        public corporation.  
           (b) (c) Interested shareholder does not include: 
           (1) the issuing public corporation or any of its 
        subsidiaries; or 
           (2) a savings, employee stock ownership, or other employee 
        benefit plan of the issuing public corporation or its 
        subsidiary, or a fiduciary of the plan when acting in a 
        fiduciary capacity pursuant to the plan.; or 
           (3) a licensed broker/dealer or licensed underwriter who: 
           (i) purchases shares of an issuing public corporation 
        solely for purposes of resale to the public; and 
           (ii) is not acting in concert with an interested 
        shareholder. 
           (d) For purposes of this subdivision, shares beneficially 
        owned by a plan described in paragraph (c), clause (2), or by a 
        fiduciary of a plan described in paragraph (c), clause (2), 
        pursuant to the plan, are not deemed to be beneficially owned by 
        a person who is a fiduciary of the plan. 
           Sec. 4.  Minnesota Statutes 2002, section 302A.011, 
        subdivision 51, is amended to read: 
           Subd. 51.  [SHARE ACQUISITION DATE.] "Share acquisition 
        date," with respect to any person and any issuing public 
        corporation, means the date that the person first becomes an 
        interested shareholder of the issuing public corporation; 
        provided, however, that in the event.  Notwithstanding the 
        foregoing provisions of this subdivision: 
           (a) if a person becomes, on one or more dates, an 
        interested shareholder of the issuing public corporation, but 
        thereafter ceases to be an interested shareholder of the issuing 
        public corporation, and subsequently again becomes an interested 
        shareholder, "share acquisition date," with respect to that 
        person means the date on which the person most recently became 
        an interested shareholder of the issuing public corporation.; 
        and 
           (b) if, on or after August 1, 2004, a person is the 
        beneficial owner, directly or indirectly, of ten percent or more 
        of the voting power of the outstanding shares entitled to vote 
        of the issuing public corporation at the time the issuing public 
        corporation becomes a publicly held corporation, "share 
        acquisition date," with respect to that person means the date on 
        which the person first became the beneficial owner, directly or 
        indirectly, of ten percent or more of the voting power of the 
        outstanding shares entitled to vote of the corporation. 
           Sec. 5.  Minnesota Statutes 2002, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 63.  [CONVERTED ORGANIZATION.] "Converted 
        organization" means the corporation or domestic limited 
        liability company resulting from a conversion under sections 
        302A.681 to 302A.691. 
           Sec. 6.  Minnesota Statutes 2002, section 302A.011, is 
        amended by adding a subdivision to read: 
           Subd. 64.  [CONVERTING ORGANIZATION.] "Converting 
        organization" means the corporation or domestic limited 
        liability company that effects a conversion under sections 
        302A.681 to 302A.691. 
           Sec. 7.  Minnesota Statutes 2002, section 302A.111, 
        subdivision 2, is amended to read: 
           Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
        IN ARTICLES.] The following provisions govern a corporation 
        unless modified in the articles:  
           (a) a corporation has general business purposes (section 
        302A.101); 
           (b) a corporation has perpetual existence and certain 
        powers (section 302A.161); 
           (c) the power to adopt, amend, or repeal the bylaws is 
        vested in the board (section 302A.181); 
           (d) a corporation must allow cumulative voting for 
        directors (section 302A.215, subdivision 2); 
           (e) the affirmative vote of a majority of directors present 
        is required for an action of the board (section 302A.237); 
           (f) a written action by the board taken without a meeting 
        must be signed by all directors (section 302A.239); 
           (g) the board may authorize the issuance of securities and 
        rights to purchase securities (section 302A.401, subdivision 1); 
           (h) all shares are common shares entitled to vote and are 
        of one class and one series (section 302A.401, subdivision 2, 
        clauses (a) and (b)); 
           (i) all shares have equal rights and preferences in all 
        matters not otherwise provided for by the board (section 
        302A.401, subdivision 2, clause (b)); 
           (j) the par value of shares is fixed at one cent per share 
        for certain purposes and may be fixed by the board for certain 
        other purposes (section 302A.401, subdivision 2, clause (c)); 
           (k) the board or the shareholders may issue shares for any 
        consideration or for no consideration to effectuate share 
        dividends, divisions, or combinations, and determine the value 
        of nonmonetary consideration (section 302A.405, subdivision 1); 
           (l) shares of a class or series must not be issued to 
        holders of shares of another class or series to effectuate share 
        dividends, divisions, or combinations, unless authorized by a 
        majority of the voting power of the shares of the same class or 
        series as the shares to be issued (section 302A.405, subdivision 
        1); 
           (m) a corporation may issue rights to purchase securities 
        whose terms, provisions, and conditions are fixed by the board 
        (section 302A.409); 
           (n) a shareholder has certain preemptive rights, unless 
        otherwise provided by the board (section 302A.413); 
           (o) the affirmative vote of the holders of a majority of 
        the voting power of the shares present and entitled to vote at a 
        duly held meeting is required for an action of the shareholders, 
        except where this chapter requires the affirmative vote of a 
        plurality of the votes cast (section 302A.215, subdivision 1) or 
        a majority of the voting power of all shares entitled to vote 
        (section 302A.437, subdivision 1); 
           (p) shares of a corporation acquired by the corporation may 
        be reissued (section 302A.553, subdivision 1); 
           (q) each share has one vote unless otherwise provided in 
        the terms of the share (section 302A.445, subdivision 3); 
           (r) a corporation may issue shares for a consideration less 
        than the par value, if any, of the shares (section 302A.405, 
        subdivision 2); and 
           (s) the board may effect share dividends, divisions, and 
        combinations under certain circumstances without shareholder 
        approval (section 302A.402); and 
           (t) a written action of shareholders must be signed by all 
        shareholders (section 302A.441).  
           Sec. 8.  Minnesota Statutes 2002, section 302A.137, is 
        amended to read: 
           302A.137 [CLASS OR SERIES VOTING ON AMENDMENTS.] 
           The holders of the outstanding shares of a class or series 
        are entitled to vote as a class or series upon a proposed 
        amendment, whether or not entitled to vote thereon by the 
        provisions of the articles, if the amendment would:  
           (a) Increase or decrease the aggregate number of authorized 
        shares of the class or series; 
           (b) effect an exchange, reclassification, or cancellation 
        of all or part of the shares of the class or series, or effect a 
        combination of outstanding shares of a class or series into a 
        lesser number of shares of the class or series where each other 
        class and series is not subject to a similar combination; 
           (c) (b) effect an exchange, or create a right of exchange, 
        of all or any part of the shares of another class or series for 
        the shares of the class or series; 
           (d) (c) change the rights or preferences of the shares of 
        the class or series; 
           (e) Change the shares of the class or series, whether with 
        or without par value, into the same or a different number of 
        shares, either with or without par value, of another class or 
        series; 
           (f) (d) create a new class or series of shares having 
        rights and preferences prior and superior to the shares of that 
        class or series, or increase the rights and preferences or the 
        number of authorized shares, of a class or series having rights 
        and preferences prior or superior to the shares of that class or 
        series; 
           (g) (e) divide the shares of the class into series and 
        determine the designation of each series and the variations in 
        the relative rights and preferences between the shares of each 
        series, or authorize the board to do so; 
           (h) (f) limit or deny any existing preemptive rights of the 
        shares of the class or series; or 
           (i) (g) cancel or otherwise affect distributions on the 
        shares of the class or series that have accrued but have not 
        been declared.  
           Sec. 9.  Minnesota Statutes 2002, section 302A.215, is 
        amended to read: 
           302A.215 [CUMULATIVE VOTING FOR DIRECTORS; CUMULATIVE 
        VOTING.] 
           Subdivision 1.  [REQUIRED VOTE.] Unless otherwise provided 
        in the articles, directors are elected by a plurality of the 
        voting power of the shares present and entitled to vote on the 
        election of directors at a meeting at which a quorum is present. 
           Subd. 2.  [CUMULATIVE VOTING RIGHTS.] Unless the articles 
        provide that there shall be no cumulative voting, and except as 
        provided in section 302A.223, subdivision 5, each shareholder 
        entitled to vote for directors has the right to cumulate those 
        votes in the election of directors by giving written notice of 
        intent to cumulate those votes to any officer of the corporation 
        before the meeting, or to the presiding officer at the meeting 
        at which the election is to occur at any time before the 
        election of directors at the meeting, in which case:  
           (a) The presiding officer at the meeting shall announce, 
        before the election of directors, that shareholders shall 
        cumulate their votes; and 
           (b) Each shareholder shall cumulate those votes either by 
        casting for one candidate the number of votes equal to the 
        number of directors to be elected multiplied by the number of 
        votes represented by the shares, or by distributing all of those 
        votes on the same principle among any number of candidates.  
           Subd. 2. 3.  [MODIFICATIONS OF CUMULATIVE VOTING.] No 
        amendment to the articles or bylaws which that has the effect of 
        denying, limiting, or modifying the right to cumulative voting 
        for directors provided in this section shall be adopted if the 
        votes of a proportion of the voting power sufficient to elect a 
        director at an election of the entire board under cumulative 
        voting are cast against the amendment.  
           Sec. 10.  Minnesota Statutes 2002, section 302A.231, 
        subdivision 4, is amended to read: 
           Subd. 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
        articles or bylaws provide for a different time period, a 
        director may call a board meeting by giving at least ten days' 
        notice or, in the case of organizational meetings pursuant to 
        section 302A.171, subdivision 2, at least three days' notice, to 
        all directors of the date, time, and place of the meeting.  The 
        notice need not state the purpose of the meeting unless the 
        articles or bylaws require it.  
           (b) Any notice to a director given under any provision of 
        this chapter, the articles, or the bylaws by a form of 
        electronic communication consented to by the director to whom 
        the notice is given is effective when given.  The notice is 
        deemed given if by: 
           (1) facsimile communication, when directed to a telephone 
        number at which the director has consented to receive notice; 
           (2) electronic mail, when directed to an electronic mail 
        address at which the director has consented to receive notice; 
        and 
           (3) any other form of electronic communication by which the 
        director has consented to receive notice, when directed to the 
        director. 
           (c) Consent by a director to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  Any consent so given may be relied 
        upon until revoked by the director, provided that no revocation 
        affects the validity of any notice given before receipt of 
        revocation of the consent. 
           Sec. 11.  Minnesota Statutes 2002, section 302A.231, 
        subdivision 6, is amended to read: 
           Subd. 6.  [WAIVER OF NOTICE.] A director may waive notice 
        of a meeting of the board.  A waiver of notice by a director 
        entitled to notice is effective whether given before, at, or 
        after the meeting, and whether given in writing, orally, by 
        authenticated electronic communication, or by attendance.  
        Attendance by a director at a meeting is a waiver of notice of 
        that meeting, except where the director objects at the beginning 
        of the meeting to the transaction of business because the 
        meeting is not lawfully called or convened and does not 
        participate thereafter in the meeting.  
           Sec. 12.  Minnesota Statutes 2002, section 302A.401, 
        subdivision 3, is amended to read: 
           Subd. 3.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
        restrictions in the articles, the power granted in subdivision 2 
        may be exercised by a resolution or resolutions approved by the 
        affirmative vote of the directors required by section 302A.237 
        establishing a class or series, setting forth the designation of 
        the class or series, and fixing the relative rights and 
        preferences of the class or series.  Any of the rights and 
        preferences of a class or series established in the articles or 
        by resolution of the directors:  
           (1) may be made dependent upon facts ascertainable outside 
        the articles, or outside the resolution or resolutions 
        establishing the class or series, provided that the manner in 
        which the facts operate upon the rights and preferences of the 
        class or series is clearly and expressly set forth in the 
        articles or in the resolution or resolutions establishing the 
        class or series; and 
           (2) may incorporate by reference some or all of the terms 
        of any agreements, contracts, or other arrangements entered into 
        by the issuing corporation in connection with the establishment 
        of the class or series if the corporation retains at its 
        principal executive office a copy of the agreements, contracts, 
        or other arrangements or the portions incorporated by reference. 
           (b) A statement setting forth the name of the corporation 
        and the text of the resolution and certifying the adoption of 
        the resolution and the date of adoption shall be filed with the 
        secretary of state before the issuance of any shares for which 
        the resolution creates rights or preferences not set forth in 
        the articles; provided, however, where the shareholders have 
        received notice of the creation of shares with rights or 
        preferences not set forth in the articles before the issuance of 
        the shares, the statement may be filed any time within one year 
        after the issuance of the shares.  The resolution is effective 
        when the statement has been filed with the secretary of state; 
        or, if it is not required to be filed with the secretary of 
        state before the issuance of shares, on the date of its adoption 
        by the directors. 
           (c) Filing a statement filed with the secretary of state in 
        accordance with paragraph (b) is not considered an amendment of 
        the articles for purposes of sections 302A.135, 302A.137, and 
        302A.471.  Filing an amendment of such a statement with the 
        secretary of state is considered an amendment of the articles 
        for purposes of sections 302A.135, 302A.137, and 302A.471. 
           Sec. 13.  Minnesota Statutes 2002, section 302A.402, 
        subdivision 2, is amended to read: 
           Subd. 2.  [WHEN SHAREHOLDER APPROVAL REQUIRED; FILING OF 
        ARTICLES OF AMENDMENT.] (a) Articles of amendment must be 
        adopted by the board and the shareholders under sections section 
        302A.135 and, if required, section 302A.137 to effect a division 
        or combination if, as a result of the proposed division or 
        combination: 
           (1) the rights or preferences of the holders of outstanding 
        shares of any class or series will be adversely affected; or 
           (2) the percentage of authorized shares of any class or 
        series remaining unissued after the division or combination will 
        exceed the percentage of authorized shares of that class or 
        series that were unissued before the division or combination. 
           (b) If a division or combination is effected under this 
        subdivision, articles of amendment must be prepared that contain 
        the information required by section 302A.139. 
           Sec. 14.  Minnesota Statutes 2002, section 302A.437, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [MAJORITY REQUIRED.] Except for the 
        election of directors, which is governed by section 302A.215, 
        the shareholders shall take action by the affirmative vote of 
        the holders of the greater of (1) a majority of the voting power 
        of the shares present and entitled to vote on that item of 
        business, or (2) a majority of the voting power of the minimum 
        number of the shares entitled to vote that would constitute a 
        quorum for the transaction of business at the meeting, except 
        where this chapter or the articles require a larger proportion 
        or number.  If the articles require a larger proportion or 
        number than is required by this chapter for a particular action, 
        the articles control. 
           Sec. 15.  Minnesota Statutes 2002, section 302A.441, is 
        amended to read: 
           302A.441 [ACTION WITHOUT A MEETING.] 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a meeting of the shareholders may be taken 
        without a meeting by written action signed, or consented to by 
        authenticated electronic communication, by all of the 
        shareholders entitled to vote on that action.  The articles of a 
        corporation that is not a publicly held corporation may provide 
        that any action may be taken by written action signed, or 
        consented to by authenticated electronic communication, by 
        shareholders having voting power equal to the voting power that 
        would be required to take the same action at a meeting of the 
        shareholders at which all shareholders were present.  After the 
        adoption of the initial articles, an amendment to the articles 
        to permit written action to be taken by less than all 
        shareholders requires the approval of all of the shareholders 
        entitled to vote on the amendment. 
           Subd. 2.  [EFFECTIVE TIME.] The written action is effective 
        when it has been signed, or consented to by authenticated 
        electronic communication, by all of those the required 
        shareholders, unless a different effective time is provided in 
        the written action.  
           Subd. 3.  [NOTICE AND LIABILITY.] When written action is 
        permitted to be taken by less than all shareholders, all 
        shareholders must be notified of its text and effective time no 
        later than five days after the effective time of the action.  
        Failure to provide the notice does not invalidate the written 
        action.  A shareholder who does not sign or consent to the 
        written action has no liability for any action authorized by the 
        written action. 
           Sec. 16.  Minnesota Statutes 2002, section 302A.471, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [ACTIONS CREATING RIGHTS.] A shareholder of 
        a corporation may dissent from, and obtain payment for the fair 
        value of the shareholder's shares in the event of, any of the 
        following corporate actions:  
           (a) unless otherwise provided in the articles, an amendment 
        of the articles that materially and adversely affects the rights 
        or preferences of the shares of the dissenting shareholder in 
        that it:  
           (1) alters or abolishes a preferential right of the shares; 
           (2) creates, alters, or abolishes a right in respect of the 
        redemption of the shares, including a provision respecting a 
        sinking fund for the redemption or repurchase of the shares; 
           (3) alters or abolishes a preemptive right of the holder of 
        the shares to acquire shares, securities other than shares, or 
        rights to purchase shares or securities other than shares; 
           (4) excludes or limits the right of a shareholder to vote 
        on a matter, or to cumulate votes, except as the right may be 
        excluded or limited through the authorization or issuance of 
        securities of an existing or new class or series with similar or 
        different voting rights; except that an amendment to the 
        articles of an issuing public corporation that provides that 
        section 302A.671 does not apply to a control share acquisition 
        does not give rise to the right to obtain payment under this 
        section; or 
           (5) eliminates the right to obtain payment under this 
        subdivision; 
           (b) a sale, lease, transfer, or other disposition of all or 
        substantially all of the property and assets of the corporation, 
        but not including a transaction permitted without shareholder 
        approval in that requires shareholder approval under section 
        302A.661, subdivision 1, or 2, but not including a disposition 
        in dissolution described in section 302A.725, subdivision 2, or 
        a disposition pursuant to an order of a court, or a disposition 
        for cash on terms requiring that all or substantially all of the 
        net proceeds of disposition be distributed to the shareholders 
        in accordance with their respective interests within one year 
        after the date of disposition; 
           (c) a plan of merger, whether under this chapter or under 
        chapter 322B, to which the corporation is a constituent 
        organization, except as provided in subdivision 3, and except 
        for a plan of merger adopted under section 302A.626; 
           (d) a plan of exchange, whether under this chapter or under 
        chapter 322B, to which the corporation is a party as the 
        corporation whose shares will be acquired by the acquiring 
        corporation, except as provided in subdivision 3; or 
           (e) a plan of conversion adopted by the corporation; or 
           (f) any other corporate action taken pursuant to a 
        shareholder vote with respect to which the articles, the bylaws, 
        or a resolution approved by the board directs that dissenting 
        shareholders may obtain payment for their shares. 
           Sec. 17.  Minnesota Statutes 2002, section 302A.471, 
        subdivision 3, is amended to read: 
           Subd. 3.  [RIGHTS NOT TO APPLY.] (a) Unless the articles, 
        the bylaws, or a resolution approved by the board otherwise 
        provide, the right to obtain payment under this section does not 
        apply to a shareholder of (1) the surviving corporation in a 
        merger with respect to shares of the shareholder that are not 
        entitled to be voted on the merger and are not canceled or 
        exchanged in the merger or (2) the corporation whose shares will 
        be acquired by the acquiring corporation in a plan of exchange 
        with respect to shares of the shareholder that are not entitled 
        to be voted on the plan of exchange and are not exchanged in the 
        plan of exchange. 
           (b) If a date is fixed according to section 302A.445, 
        subdivision 1, for the determination of shareholders entitled to 
        receive notice of and to vote on an action described in 
        subdivision 1, only shareholders as of the date fixed, and 
        beneficial owners as of the date fixed who hold through 
        shareholders, as provided in subdivision 2, may exercise 
        dissenters' rights. 
           (c) Notwithstanding subdivision 1, the right to obtain 
        payment under this section, other than in connection with a plan 
        of merger adopted under section 302A.621, is limited in 
        accordance with the following provisions: 
           (1) The right to obtain payment under this section is not 
        available for the holders of shares of any class or series of 
        shares that is listed on the New York Stock Exchange or the 
        American Stock Exchange or designated as a national market 
        system security on an interdealer quotation system by the 
        National Association of Securities Dealers, Inc. 
           (2) The applicability of clause (1) is determined as of: 
           (i) the record date fixed to determine the shareholders 
        entitled to receive notice of, and to vote at, the meeting of 
        shareholders to act upon the corporate action described in 
        subdivision 1; or 
           (ii) the day before the effective date of corporate action 
        described in subdivision 1 if there is no meeting of 
        shareholders. 
           (3) Clause (1) is not applicable, and the right to obtain 
        payment under this section is available pursuant to subdivision 
        1, for the holders of any class or series of shares who are 
        required by the terms of the corporate action described in 
        subdivision 1 to accept for such shares anything other than 
        shares, or cash in lieu of fractional shares, of any class or 
        any series of shares of the corporation, or any other 
        proprietary interest of any other entity, that satisfies the 
        standards set forth in clause (1) at the time the corporate 
        action becomes effective. 
           Sec. 18.  Minnesota Statutes 2002, section 302A.473, 
        subdivision 3, is amended to read: 
           Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
        be approved by the shareholders and the corporation holds a 
        shareholder meeting, a shareholder who is entitled to dissent 
        under section 302A.471 and who wishes to exercise dissenters' 
        rights must file with the corporation before the vote on the 
        proposed action a written notice of intent to demand the fair 
        value of the shares owned by the shareholder and must not vote 
        the shares in favor of the proposed action.  
           Sec. 19.  Minnesota Statutes 2002, section 302A.473, 
        subdivision 4, is amended to read: 
           Subd. 4.  [NOTICE OF PROCEDURE; DEPOSIT OF SHARES.] (a) 
        After the proposed action has been approved by the board and, if 
        necessary, the shareholders, the corporation shall send to (i) 
        all shareholders who have complied with subdivision 3, (ii) all 
        shareholders who did not sign or consent to a written action 
        that gave effect to the action creating the right to obtain 
        payment under section 302A.471, and to (iii) all shareholders 
        entitled to dissent if no shareholder vote was required, a 
        notice that contains:  
           (1) the address to which a demand for payment and 
        certificates of certificated shares must be sent in order to 
        obtain payment and the date by which they must be received; 
           (2) any restrictions on transfer of uncertificated shares 
        that will apply after the demand for payment is received; 
           (3) a form to be used to certify the date on which the 
        shareholder, or the beneficial owner on whose behalf the 
        shareholder dissents, acquired the shares or an interest in them 
        and to demand payment; and 
           (4) a copy of section 302A.471 and this section and a brief 
        description of the procedures to be followed under these 
        sections.  
           (b) In order to receive the fair value of the shares, a 
        dissenting shareholder must demand payment and deposit 
        certificated shares or comply with any restrictions on transfer 
        of uncertificated shares within 30 days after the notice 
        required by paragraph (a) was given, but the dissenter retains 
        all other rights of a shareholder until the proposed action 
        takes effect.  
           Sec. 20.  Minnesota Statutes 2002, section 302A.521, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [DEFINITIONS.] (a) For purposes of this 
        section, the terms defined in this subdivision have the meanings 
        given them.  
           (b) "Corporation" includes a domestic or foreign 
        corporation that was the predecessor of the corporation referred 
        to in this section in a merger or other transaction in which the 
        predecessor's existence ceased upon consummation of the 
        transaction.  
           (c) "Official capacity" means (1) with respect to a 
        director, the position of director in a corporation, (2) with 
        respect to a person other than a director, the elective or 
        appointive office or position held by an officer, member of a 
        committee of the board, or the employment relationship 
        undertaken by an employee of the corporation, and (3) with 
        respect to a director, officer, or employee of the corporation 
        who, while a director, officer, or employee of the corporation, 
        is or was serving at the request of the corporation or whose 
        duties in that position involve or involved service as a 
        director, officer, partner, trustee, governor, manager, 
        employee, or agent of another organization or employee benefit 
        plan, the position of that person as a director, officer, 
        partner, trustee, governor, manager, employee, or agent, as the 
        case may be, of the other organization or employee benefit plan. 
           (d) "Proceeding" means a threatened, pending, or completed 
        civil, criminal, administrative, arbitration, or investigative 
        proceeding, including a proceeding by or in the right of the 
        corporation.  
           (e) "Special legal counsel" means counsel who has not 
        represented the corporation or a related organization, or a 
        director, officer, member of a committee of the board, or 
        employee, whose indemnification is in issue.  
           Sec. 21.  Minnesota Statutes 2002, section 302A.651, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [WHEN PERMITTED.] A domestic corporation 
        may merge with, including a merger pursuant to section 302A.621, 
        or participate in an exchange with a foreign corporation or 
        limited liability company by following the procedures set forth 
        in this section, if: 
           (1) with respect to a merger, the merger is permitted by 
        the laws of the jurisdiction under which the foreign corporation 
        or limited liability company is incorporated or organized; and 
           (2) with respect to an exchange, the corporation whose 
        shares will be acquired is a domestic corporation, whether or 
        not the exchange is permitted by the laws of the jurisdiction 
        under which the foreign corporation or limited liability company 
        is incorporated or organized. 
           Sec. 22.  Minnesota Statutes 2002, section 302A.661, 
        subdivision 2, is amended to read: 
           Subd. 2.  [SHAREHOLDER APPROVAL; WHEN REQUIRED.] (a) A 
        corporation, by affirmative vote of a majority of the directors 
        present, may sell, lease, transfer, or otherwise dispose of all 
        or substantially all of its property and assets, including its 
        good will, not in the usual and regular course of its business, 
        upon those terms and conditions and for those considerations, 
        which may be money, securities, or other instruments for the 
        payment of money or other property, as the board deems 
        expedient, when approved at a regular or special meeting of the 
        shareholders by the affirmative vote of the holders of a 
        majority of the voting power of the shares entitled to vote.  
        Written notice of the meeting shall be given to all shareholders 
        whether or not they are entitled to vote at the meeting.  The 
        written notice shall state that a purpose of the meeting is to 
        consider the sale, lease, transfer, or other disposition of all 
        or substantially all of the property and assets of the 
        corporation.  
           (b) Shareholder approval is not required under paragraph 
        (a) if, following the sale, lease, transfer, or other 
        disposition of its property and assets, the corporation retains 
        a significant continuing business activity.  If a corporation 
        retains a business activity that represented at least (1) 25 
        percent of the corporation's total assets at the end of the most 
        recently completed fiscal year and (2) 25 percent of either 
        income from continuing operations before taxes or revenues from 
        continuing operations for that fiscal year, measured on a 
        consolidated basis with its subsidiaries for each of clauses (1) 
        and (2), then the corporation will conclusively be deemed to 
        have retained a significant continuing business activity. 
           Sec. 23.  [302A.681] [CONVERSION OF CORPORATIONS AND 
        LIMITED LIABILITY COMPANIES.] 
           Subdivision 1.  [CONVERSIONS AUTHORIZED.] A corporation may 
        become a domestic limited liability company, and a domestic 
        limited liability company may become a corporation, in each case 
        pursuant to a plan of conversion. 
           Subd. 2.  [CERTAIN DEFINITIONS.] (a) For purposes of 
        sections 302A.681 to 302A.691, the words, terms, and phrases in 
        paragraphs (b) to (h) have the meanings given them. 
           (b) "Articles of organization" has the same meaning as it 
        does under section 322B.03, subdivision 6. 
           (c) "Board of governors" has the same meaning as it does 
        under section 322B.03, subdivision 7. 
           (d) "Class," when used with reference to membership 
        interests, has the same meaning as it does under section 
        322B.03, subdivision 10. 
           (e) "Governor" has the same meaning as it does under 
        section 322B.03, subdivision 24. 
           (f) "Member" has the same meaning as it does under section 
        322B.03, subdivision 30. 
           (g) "Membership interest" has the same meaning as it does 
        under section 322B.03, subdivision 31. 
           (h) "Series," when used with reference to membership 
        interests, has the same meaning as it does under section 
        322B.03, subdivision 44. 
           Sec. 24.  [302A.683] [PLAN OF CONVERSION.] 
           A plan of conversion must contain: 
           (1) the name of the converting organization; 
           (2) the name of the converted organization; 
           (3) whether the converted organization is a corporation or 
        a limited liability company; 
           (4) the terms and conditions of the proposed conversion; 
           (5) the manner and basis of converting each ownership 
        interest in the converting organization into ownership interests 
        in the converted organization or, in whole or in part, into 
        money or other property; 
           (6) a copy of the proposed articles of incorporation or 
        articles of organization of the converted organization; and 
           (7) any other provisions with respect to the proposed 
        conversion that are deemed necessary or desirable. 
           Sec. 25.  [302A.685] [PLAN APPROVAL.] 
           Subdivision 1.  [BOARD APPROVAL; NOTICE TO OWNERS.] A 
        resolution containing the plan of conversion must be approved by 
        the affirmative vote of a majority of the directors or governors 
        present at a meeting of the board of directors or the board of 
        governors of the converting organization and must then be 
        submitted at a regular or a special meeting to the owners of the 
        converting organization.  Written notice must be given to every 
        owner of the converting organization, whether or not entitled to 
        vote at the meeting, not less than 14 days nor more than 60 days 
        before the meeting, in the manner provided in section 302A.435 
        for notice of a meeting of shareholders or in the manner 
        provided in section 322B.34 for notice of a meeting of members.  
        The written notice must state that a purpose of the meeting is 
        to consider the proposed plan of conversion.  A copy or short 
        description of the plan of conversion must be included in or 
        enclosed with the notice. 
           Subd. 2.  [APPROVAL BY OWNERS.] At the meeting, a vote of 
        the owners must be taken on the proposed plan.  The plan of 
        conversion is adopted when approved by the affirmative vote of 
        the holders of a majority of the voting power of all shares or 
        membership interests entitled to vote.  A class or series of 
        shares or membership interests is entitled to vote as a class or 
        series on the approval of the plan. 
           Sec. 26.  [302A.687] [ARTICLES OF CONVERSION.] 
           Subdivision 1.  [CONTENTS OF ARTICLES.] Upon receiving the 
        approval required by section 302A.685, articles of conversion 
        must be prepared that contain: 
           (1) the plan of conversion; 
           (2) the name of the converting organization immediately 
        before the filing of the articles of conversion and the name to 
        which the name of the converting organization is to be changed, 
        which shall be a name that satisfies the laws applicable to the 
        converted organization; 
           (3) the type of organization that the converted 
        organization will be; 
           (4) a statement that the plan of conversion has been 
        approved by the converting organization under section 302A.685; 
        and 
           (5) a copy of the articles of incorporation or the articles 
        of organization of the converted organization. 
           Subd. 2.  [ARTICLES SIGNED, FILED.] The articles of 
        conversion must be signed on behalf of the converting 
        organization and filed with the secretary of state.  Filing of 
        the articles of conversion is also deemed to be a filing with 
        the secretary of state of the articles of incorporation or the 
        articles of organization of the converted organization. 
           Subd. 3.  [CERTIFICATE.] The secretary of state shall issue 
        a certificate of conversion and a certificate of incorporation 
        or a certificate of organization to the converted organization 
        or its legal representative. 
           Sec. 27.  [302A.689] [ABANDONMENT OF CONVERSION.] 
           Subdivision 1.  [BY SHAREHOLDERS OR PLAN.] After a plan of 
        conversion has been approved by the owners entitled to vote on 
        the approval of the plan as provided in section 302A.685, and 
        before the effective date of the plan, it may be abandoned: 
           (1) if the owners of the converting organization entitled 
        to vote on the approval of the plan as provided in section 
        302A.685 have approved the abandonment at a meeting by the 
        affirmative vote of the holders of a majority of the voting 
        power of the shares or membership interests entitled to vote; 
           (2) if the plan itself provides for abandonment and all 
        conditions for abandonment set forth in the plan are met; or 
           (3) pursuant to subdivision 2. 
           Subd. 2.  [BY BOARD.] A plan of conversion may be 
        abandoned, before the effective date of the plan, by a 
        resolution of the board of directors or the board of governors 
        of the converting organization abandoning the plan of conversion 
        approved by the affirmative vote of a majority of the directors 
        or governors present. 
           Subd. 3.  [FILING OF ARTICLES.] If articles of conversion 
        have been filed with the secretary of state, but have not yet 
        become effective, the converting organization shall file with 
        the secretary of state articles of abandonment that contain: 
           (1) the name of the converting organization; 
           (2) the provision of this section under which the plan is 
        abandoned; and 
           (3) if the plan is abandoned under subdivision 2, the text 
        of the resolution abandoning the plan. 
           Sec. 28.  [302A.691] [EFFECTIVE DATE OR TIME OF CONVERSION; 
        EFFECT.] 
           Subdivision 1.  [EFFECTIVE DATE OR TIME.] A conversion is 
        effective when the articles of conversion are filed with the 
        secretary of state or on a later date or at a later time 
        specified in the articles of conversion. 
           Subd. 2.  [EFFECT ON ORGANIZATION.] (a) A converted 
        organization is for all purposes the same organization as the 
        converting organization, having been incorporated or organized 
        on the date that the converting organization was originally 
        incorporated or organized. 
           (b) When a conversion becomes effective: 
           (1) if the converted organization is a corporation, the 
        converted organization has all the rights, privileges, 
        immunities, and powers, and is subject to all the duties and 
        liabilities, of a corporation incorporated under this chapter; 
           (2) if the converted organization is a limited liability 
        company, the converted organization has all the rights, 
        privileges, immunities, and powers, and is subject to all the 
        duties and liabilities, of a limited liability company organized 
        under chapter 322B; 
           (3) all property owned by the converting organization 
        remains vested in the converted organization; 
           (4) all debts, liabilities, and other obligations of the 
        converting organization continue as obligations of the converted 
        organization; 
           (5) an action or proceeding pending by or against the 
        converting organization may be continued as if the conversion 
        had not occurred; and 
           (6) all rights, privileges, immunities, and powers of the 
        converting organization remain vested in the converted 
        organization. 
           Subd. 3.  [EFFECT ON SHAREHOLDERS OR MEMBERS.] When a 
        conversion becomes effective, each share or membership interest 
        in the converting organization is deemed to be converted into 
        shares or membership interests in the converted organization or, 
        in whole or in part, into money or other property to be received 
        under the plan by the shareholders or the members, subject to 
        any dissenters' rights under section 302A.471, in the case of 
        shareholders of the converting organization, or section 
        322B.383, in the case of members of the converting organization. 
           Sec. 29.  Minnesota Statutes 2002, section 302A.723, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [CONTENTS.] If dissolution of the 
        corporation is approved pursuant to section 302A.721, 
        subdivision 2, the corporation shall file with the secretary of 
        state a notice of intent to dissolve.  The notice shall contain: 
           (a) the name of the corporation; 
           (b) the date and place of the meeting at which the 
        resolution was approved pursuant to section 302A.721, 
        subdivision 2; and 
           (c) a statement that the requisite vote of the shareholders 
        was received, or that all the requisite shareholders entitled to 
        vote signed a written action. 
           Sec. 30.  Minnesota Statutes 2002, section 317A.011, is 
        amended by adding a subdivision to read: 
           Subd. 3b.  [BALLOT.] "Ballot" means a written ballot or a 
        ballot transmitted by electronic communication. 
           Sec. 31.  Minnesota Statutes 2002, section 317A.011, 
        subdivision 14, is amended to read: 
           Subd. 14.  [NOTICE.] (a) "Notice" is given by a member of a 
        corporation to the corporation or an officer of the corporation 
        when in writing and mailed or delivered to the corporation or 
        the officer at the registered office of the corporation. 
           (b) Notice is given by the corporation to a director, 
        officer, member, or other person: 
           (1) when mailed to the person at an address designated by 
        the person, at the last known address of the person or, in the 
        case of a director, officer, or member, at the address of the 
        person in the corporate records; 
           (2) when communicated to the person orally; 
           (3) when handed to the person; 
           (4) when left at the office of the person with a clerk or 
        other person in charge of the office, or if there is no one in 
        charge, when left in a conspicuous place in the office; 
           (5) if the person's office is closed or the person to be 
        notified has no office, when left at the dwelling or usual place 
        of abode of the person with a person of suitable age and 
        discretion residing in the house; or 
           (6) when provided to the person by means of electronic 
        communication as provided under section 317A.231 or 317A.450; or 
           (7) when the method is fair and reasonable when all the 
        circumstances are considered.  
           (c) Notice by mail is given when deposited in the United 
        States mail with sufficient postage.  Notice is considered 
        received when it is given. 
           Sec. 32.  Minnesota Statutes 2002, section 317A.231, 
        subdivision 4, is amended to read: 
           Subd. 4.  [CALLING MEETINGS; NOTICE.] (a) Unless the 
        articles or bylaws provide otherwise, a director may call a 
        board meeting by giving five days' notice to all directors of 
        the date, time, and place of the meeting.  The notice need not 
        state the purpose of the meeting unless the articles or bylaws 
        require it.  
           (b) If the day or date, time, and place of a board meeting 
        have been provided in the articles or bylaws, or announced at a 
        previous meeting of the board, notice is not required.  Notice 
        of an adjourned meeting need not be given other than by 
        announcement at the meeting at which adjournment is taken.  
           (c) Any notice to a director given under any provision of 
        this chapter, the articles, or the bylaws by a form of 
        electronic communication consented to by the director to whom 
        the notice is given is effective when given.  The notice is 
        deemed given if by: 
           (1) facsimile communication, when directed to a telephone 
        number at which the director has consented to receive notice; 
           (2) electronic mail, when directed to an electronic mail 
        address at which the director has consented to receive notice; 
           (3) a posting on an electronic network on which the 
        director has consented to receive notice, together with a 
        separate notice to the director of the specific posting, upon 
        the later of: 
           (i) the posting; or 
           (ii) the giving of the separate notice; and 
           (4) any other form of electronic communication by which the 
        director has consented to receive notice, when directed to the 
        director. 
        An affidavit of the secretary, other authorized officer, or 
        authorized agent of the corporation, that the notice has been 
        given by a form of electronic communication is, in the absence 
        of fraud, prima facie evidence of the facts stated in the 
        affidavit. 
           (d) Consent by a director to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  Any consent so given may be relied 
        upon until revoked by the director, provided that no revocation 
        affects the validity of any notice given before receipt of 
        revocation of the consent. 
           Sec. 33.  Minnesota Statutes 2002, section 317A.231, 
        subdivision 5, is amended to read: 
           Subd. 5.  [WAIVER OF NOTICE.] A director may waive notice 
        of a meeting of the board.  A waiver of notice by a director 
        entitled to notice is effective whether given before, at, or 
        after the meeting, and whether given in writing, orally, by 
        authenticated electronic communication, or by attendance.  
        Attendance by a director at a meeting is a waiver of notice of 
        that meeting, unless the director objects at the beginning of 
        the meeting to the transaction of business because the meeting 
        is not lawfully called or convened and does not participate in 
        the meeting.  
           Sec. 34.  Minnesota Statutes 2003 Supplement, section 
        317A.443, subdivision 2, is amended to read: 
           Subd. 2.  [METHODS.] Unless otherwise provided in the 
        articles or bylaws, members may take action at a meeting by 
        voice or ballot, by unanimous action without a meeting under 
        section 317A.445, by written ballot under section 317A.447, or 
        by electronic remote communication under section 317A.450. 
           Sec. 35.  Minnesota Statutes 2002, section 317A.447, is 
        amended to read: 
           317A.447 [ACTION BY WRITTEN BALLOT.] 
           (a) Except as provided in paragraph (e) and unless 
        prohibited or limited by the articles or bylaws, an action that 
        may be taken at a regular or special meeting of members may be 
        taken without a meeting if the corporation mails or otherwise 
        delivers a written ballot to every member entitled to vote on 
        the matter.  A corporation may deliver a ballot by electronic 
        communication only if the corporation complies with section 
        317A.450, subdivision 5, as if the ballot were a notice.  
        Consent by a member to receive notice by electronic 
        communication in a certain manner constitutes consent to receive 
        a ballot by electronic communication in the same manner. 
           (b) A written ballot must: 
           (1) set forth each proposed action; and 
           (2) provide an opportunity to vote for or against each 
        proposed action. 
           (c) Approval by written ballot under this section is valid 
        only if the number of votes cast by ballot equals or exceeds the 
        quorum required to be present at a meeting authorizing the 
        action, and the number of approvals equals or exceeds the number 
        of votes that would be required to approve the matter at a 
        meeting at which the total number of votes cast was the same as 
        the number of votes cast by ballot.  
           (d) Solicitations for votes by written ballot must: 
           (1) indicate the number of responses needed to meet the 
        quorum requirements; 
           (2) state the percentage of approvals necessary to approve 
        each matter other than election of directors; and 
           (3) specify the time by which a ballot must be received by 
        the corporation in order to be counted.  
           (e) Except as otherwise provided in the articles or bylaws, 
        a written ballot may not be revoked.  
           (f) A ballot delivered to the corporation by electronic 
        communication is valid only if authenticated as provided in 
        section 317A.011, subdivision 3a. 
           Sec. 36.  Minnesota Statutes 2002, section 322B.03, 
        subdivision 36a, is amended to read: 
           Subd. 36a.  [PARENT.] "Parent" of a specified limited 
        liability company means a limited liability company or a foreign 
        limited liability company that directly or indirectly through 
        related organizations owns more than 50 percent of the voting 
        power of the membership interests entitled to vote for governors 
        of the specified limited liability company. 
           Sec. 37.  Minnesota Statutes 2002, section 322B.03, 
        subdivision 45a, is amended to read: 
           Subd. 45a.  [SUBSIDIARY.] "Subsidiary" of a specified 
        limited liability company means a limited liability company or a 
        foreign limited liability company having more than 50 percent of 
        the voting power of its membership interests entitled to vote 
        for governors owned directly or indirectly through related 
        organizations by the specified limited liability company.  
           Sec. 38.  Minnesota Statutes 2002, section 322B.115, 
        subdivision 2, is amended to read: 
           Subd. 2.  [STATUTORY PROVISIONS THAT MAY BE MODIFIED ONLY 
        IN ARTICLES OF ORGANIZATION OR A MEMBER CONTROL AGREEMENT.] The 
        following provisions govern a limited liability company unless 
        modified in the articles of organization or a member control 
        agreement under section 322B.37: 
           (1) a limited liability company has general business 
        purposes (section 322B.10); 
           (2) a limited liability company has certain powers (section 
        322B.20); 
           (3) the power to adopt, amend, or repeal the bylaws is 
        vested in the board of governors (section 322B.603); 
           (4) a limited liability company must allow cumulative 
        voting for governors (section 322B.63, subdivision 2); 
           (5) the affirmative vote of a majority of governors present 
        is required for an action of the board of governors (section 
        322B.653); 
           (6) a written action by the board of governors taken 
        without a meeting must be signed by all governors (section 
        322B.656); 
           (7) the board may accept contributions, make contribution 
        agreements, and make contribution allowance agreements (sections 
        322B.40, subdivision 1; 322B.42; and 322B.43); 
           (8) all membership interests are ordinary membership 
        interests entitled to vote and are of one class with no series 
        (section 322B.40, subdivision 5, clauses (1) and (2)); 
           (9) all membership interests have equal rights and 
        preferences in all matters not otherwise provided for by the 
        board of governors (section 322B.40, subdivision 5, clause (2)); 
           (10) the value of previous contributions is to be restated 
        when a new contribution is accepted (section 322B.41); 
           (11) a member has certain preemptive rights, unless 
        otherwise provided by the board of governors (section 322B.33); 
           (12) the affirmative vote of the owners of a majority of 
        the voting power of the membership interests present and 
        entitled to vote at a duly held meeting is required for an 
        action of the members, except where this chapter requires the 
        affirmative vote of a plurality of the votes cast (section 
        322B.63, subdivision 1) or a majority of the voting power of all 
        membership interests entitled to vote (section 322B.35, 
        subdivision 1); 
           (13) the voting power of each membership interest is in 
        proportion to the value reflected in the required records of the 
        contributions of the members (section 322B.356); 
           (14) members share in distributions in proportion to the 
        value reflected in the required records of the contributions of 
        members (section 322B.50); 
           (15) members share profits and losses in proportion to the 
        value reflected in the required records of the contributions of 
        members (section 322B.326); 
           (16) a written action by the members taken without a 
        meeting must be signed by all members (section 322B.35); 
           (17) members have no right to receive distributions in kind 
        and the limited liability company has only limited rights to 
        make distributions in kind (section 322B.52); 
           (18) a member is not subject to expulsion (section 
        322B.306, subdivision 2); 
           (19) unanimous consent is required for the transfer of 
        governance rights to a person not already a member (section 
        322B.313, subdivision 2); 
           (20) for limited liability companies whose existence begins 
        before August 1, 1999, unanimous consent is required to avoid 
        dissolution (section 322B.80, subdivision 1, clause (5)(i)); 
           (21) the termination of a person's membership interest has 
        specified consequences (section 322B.306); and 
           (22) restrictions apply to the assignment of governance 
        rights (section 322B.313). 
           Sec. 39.  Minnesota Statutes 2002, section 322B.155, is 
        amended to read: 
           322B.155 [CLASS OR SERIES VOTING ON AMENDMENTS.] 
           The owners of the outstanding membership interests of a 
        class or series are entitled to vote as a class or series upon a 
        proposed amendment to the articles of organization, whether or 
        not entitled to vote on the amendment by the provisions of the 
        articles of organization, if the amendment would: 
           (1) effect an exchange, reclassification, or cancellation 
        of all or part of the membership interests of the class or 
        series, or effect a combination of outstanding membership 
        interests of a class or series into a lesser number of 
        membership interests of the class or series where each other 
        class or series is not subject to a similar combination; 
           (2) effect an exchange, or create a right of exchange, of 
        all or any part of the membership interests of another class or 
        series for the membership interests of the class or series; 
           (3) change the rights or preferences of the membership 
        interests of the class or series; 
           (4) change the membership interests of the class or series 
        into the same or a different number of membership interests of 
        another class or series; 
           (5) create a new class or series of membership interests 
        having rights and preferences prior and superior to the 
        membership interests of that class or series, or increase the 
        rights and preferences or the number of membership interests, of 
        a class or series having rights and preferences prior or 
        superior to the membership interests of that class or series; 
           (6) (5) divide the membership interests of the class into 
        series and determine the designation of each series and the 
        variations in the relative rights and preferences between the 
        membership interests of each series or authorize the board of 
        governors to do so; 
           (7) (6) limit or deny any existing preemptive rights of the 
        membership interests of the class or series; or 
           (8) (7) cancel or otherwise affect distributions on the 
        membership interests of the class or series. 
           Sec. 40.  Minnesota Statutes 2002, section 322B.346, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [MAJORITY REQUIRED.] Except for the 
        election of governors, which is governed by section 322B.63, the 
        members shall take action by the affirmative vote of the owners 
        of the greater of:  (1) a majority of the voting power of the 
        membership interests present and entitled to vote on that item 
        of business; or (2) a majority of the voting power that would 
        constitute a quorum for the transaction of business at the 
        meeting, except where this chapter, the articles of 
        organization, or a member control agreement, require a larger 
        proportion.  If the articles or a member control agreement 
        require a larger proportion than is required by this chapter for 
        a particular action, the articles or the member control 
        agreement control.  
           Sec. 41.  Minnesota Statutes 2002, section 322B.35, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [METHOD.] An action required or permitted 
        to be taken at a meeting of the members may be taken by written 
        action signed, or consented to by authenticated electronic 
        communication, by all of the members.  If the articles or a 
        member control agreement so provide, any action may be taken by 
        written action signed, or consented to by authenticated 
        electronic communication, by the members who own voting power 
        equal to the voting power that would be required to take the 
        same action at a meeting of the members at which all members 
        were present.  After the adoption of the initial articles or the 
        first making of a member control agreement, an amendment to the 
        articles or to a member control agreement to permit written 
        action to be taken by less than all members requires the 
        approval of all the members entitled to vote on the amendment. 
           Sec. 42.  Minnesota Statutes 2002, section 322B.383, 
        subdivision 1, is amended to read: 
           Subdivision 1.  [ACTIONS CREATING DISSENTERS' RIGHTS.] 
        Subject to a member control agreement under section 322B.37, a 
        member of a limited liability company may dissent from, and 
        obtain payment for the fair value of the member's membership 
        interests in the event of, any of the following limited 
        liability company actions:  
           (1) unless otherwise provided in the articles, an amendment 
        of the articles of organization, but not an amendment to a 
        member control agreement, which materially and adversely affects 
        the rights or preferences of the membership interests of the 
        dissenting member in that it:  
           (i) alters or abolishes a preferential right of the 
        membership interests; 
           (ii) creates, alters, or abolishes a right in respect of 
        the redemption of the membership interests, including a 
        provision respecting a sinking fund for the redemption or 
        repurchase of the membership interests; 
           (iii) alters or abolishes a preemptive right of the owner 
        of the membership interests to make a contribution; 
           (iv) excludes or limits the right of a member to vote on a 
        matter, or to cumulate votes, except as the right may be 
        excluded or limited through the acceptance of contributions or 
        the making of contribution agreements pertaining to membership 
        interests with similar or different voting rights; 
           (v) changes a member's right to resign or retire; 
           (vi) establishes or changes the conditions for or 
        consequences of expulsion; or 
           (vii) eliminates the right to obtain payment under clause 
        (1); 
           (2) a sale, lease, transfer, or other disposition of all or 
        substantially all of the property and assets of the limited 
        liability company, but not including a transaction permitted 
        without that requires member approval in under section 322B.77, 
        subdivision 1 2, or but not including a disposition in 
        dissolution described in section 322B.813, subdivision 4, or a 
        disposition pursuant to an order of a court, or a disposition 
        for cash on terms requiring that all or substantially all of the 
        net proceeds of disposition be distributed to the members in 
        accordance with their respective membership interests within one 
        year after the date of disposition; 
           (3) a plan of merger to which the limited liability company 
        is a constituent organization; 
           (4) a plan of exchange to which the limited liability 
        company is a party as the organization whose ownership interests 
        will be acquired by the acquiring organization, if the 
        membership interests being acquired are entitled to be voted on 
        the plan; or 
           (5) a plan of conversion under section 302A.683; or 
           (6) any other limited liability company action taken 
        pursuant to a member vote with respect to which the articles of 
        organization, a member control agreement, the bylaws, or a 
        resolution approved by the board of governors directs that 
        dissenting members may obtain payment for their membership 
        interests. 
           Sec. 43.  Minnesota Statutes 2002, section 322B.386, 
        subdivision 3, is amended to read: 
           Subd. 3.  [NOTICE OF DISSENT.] If the proposed action must 
        be approved by the members and the limited liability company 
        holds a meeting of members, a member who is entitled to dissent 
        under section 322B.383 and who wishes to exercise dissenters' 
        rights must file with the limited liability company before the 
        vote on the proposed action a written notice of intent to demand 
        the fair value of the membership interests owned by the member 
        and must not vote the membership interests in favor of the 
        proposed action. 
           Sec. 44.  Minnesota Statutes 2002, section 322B.386, 
        subdivision 4, is amended to read: 
           Subd. 4.  [NOTICE OF PROCEDURE.] (a) After the proposed 
        action has been approved by the board of governors and, if 
        necessary, the members, the limited liability company shall send 
        to (i) all members who have complied with subdivision 3, (ii) 
        all members who did not sign or consent to a written action that 
        gave effect to the action creating the right to obtain payment 
        under section 322B.383, and to (iii) all members entitled to 
        dissent if no member vote was required, a notice that contains: 
           (1) the address to which a demand for payment must be sent 
        in order to obtain payment and the date by which the demand must 
        be received; 
           (2) a form to be used to certify the date on which the 
        member acquired the membership interests and to demand payment; 
        and 
           (3) a copy of section 322B.383 and this section and a brief 
        description of the procedures to be followed under these 
        sections.  
           (b) In order to receive the fair value of the membership 
        interests, a dissenting member must demand payment within 30 
        days after the notice required by paragraph (a) was given, but 
        the dissenter retains all other rights of a member until the 
        proposed action takes effect. 
           Sec. 45.  Minnesota Statutes 2002, section 322B.40, 
        subdivision 6, is amended to read: 
           Subd. 6.  [PROCEDURE FOR FIXING TERMS.] (a) Subject to any 
        restrictions in the articles of organization or a member control 
        agreement, the power granted in subdivision 5 may be exercised 
        by a resolution or resolutions establishing a class or series, 
        setting forth the designation of the class or series, and fixing 
        the relative rights and preferences of the class or series.  Any 
        of the rights and preferences of a class or series established 
        in the articles of organization, in a member control agreement, 
        or by resolution of the board of governors:  
           (1) may be made dependent upon facts ascertainable outside 
        the articles of organization, or outside the resolution or 
        resolutions establishing the class or series, if the manner in 
        which the facts operate upon the rights and preferences of the 
        class or series is clearly and expressly set forth in the 
        articles of organization or in the resolution or resolutions 
        establishing the class or series; and 
           (2) may incorporate by reference some or all of the terms 
        of any agreements, contracts, or other arrangements entered into 
        by the limited liability company in connection with the 
        establishment of the class or series if the limited liability 
        company retains at its principal executive office a copy of the 
        agreements, contracts, or other arrangements or the portions 
        incorporated by reference.  
           (b) A statement setting forth the name of the limited 
        liability company and the text of the resolution and certifying 
        the adoption of the resolution and the date of adoption must be 
        filed with the secretary of state before the acceptance of any 
        contributions for which the resolution creates rights or 
        preferences not set forth in the articles of organization or a 
        member control agreement.  However, where the members have 
        received notice of the creation of membership interests with 
        rights or preferences not set forth in the articles of 
        organization or a member control agreement before the acceptance 
        of the contributions with respect to the membership interests, 
        the statement may be filed any time within one year after the 
        acceptance of contributions.  The resolution is effective when 
        the statement has been filed with the secretary of state; or, if 
        it is not required to be filed with the secretary of state 
        before the acceptance of contributions, on the date of its 
        adoption by the governors.  
           (c) Filing a statement filed with the secretary of state in 
        accordance with paragraph (b) is not considered an amendment of 
        the articles of organization for purposes of sections 322B.15, 
        322B.155, and 322B.383.  Filing an amendment of such a statement 
        with the secretary of state is considered an amendment of the 
        articles for purposes of sections 322B.15, 322B.155, and 
        322B.383.  
           Sec. 46.  Minnesota Statutes 2002, section 322B.63, is 
        amended to read: 
           322B.63 [CUMULATIVE VOTING FOR GOVERNORS; CUMULATIVE 
        VOTING.] 
           Subdivision 1.  [REQUIRED VOTE.] Unless otherwise provided 
        in the articles, governors are elected by a plurality of the 
        voting power of the membership interests present and entitled to 
        vote on the election of governors at a meeting at which a quorum 
        is present. 
           Subd. 2.  [CUMULATIVE VOTING RIGHTS.] Unless the articles 
        of organization or a member control agreement provide that there 
        is no cumulative voting, and except as provided in section 
        322B.636, subdivision 5, each member entitled to vote for 
        governors has the right to cumulate voting power in the election 
        of governors by giving written notice of intent to cumulate 
        voting power to any manager of the limited liability company 
        before the meeting, or to the presiding manager at the meeting 
        at which the election is to occur at any time before the 
        election of governors at the meeting, in which case: 
           (1) the presiding manager at the meeting shall announce, 
        before the election of governors, that members shall cumulate 
        their voting power; and 
           (2) each member shall cumulate that voting power either by 
        casting for one candidate the amount of voting power equal to 
        the number of governors to be elected multiplied by the voting 
        power represented by the membership interests owned by that 
        member, or by distributing all of that voting power on the same 
        principle among any number of candidates.  
           Subd. 2 3.  [MODIFICATIONS OF CUMULATIVE VOTING.] No 
        amendment to the articles or bylaws that has the effect of 
        denying, limiting, or modifying the right to cumulative voting 
        for members provided in this section may be adopted if the votes 
        of a proportion of the voting power sufficient to elect a 
        governor at an election of the entire board of governors under 
        cumulative voting are cast against the amendment. 
           Sec. 47.  Minnesota Statutes 2002, section 322B.643, 
        subdivision 4, is amended to read: 
           Subd. 4.  [CALLING MEETINGS AND NOTICE.] (a) Unless the 
        articles of organization, a member control agreement, or bylaws 
        provide for a different time period, a governor may call a board 
        meeting by giving at least ten days' notice or, in the case of 
        organizational meetings under section 322B.60, subdivision 2, at 
        least three days' notice to all governors of the date, time, and 
        place of the meeting.  The notice need not state the purpose of 
        the meeting unless the articles, a member control agreement, or 
        bylaws require it.  
           (b) Any notice to a governor given under any provision of 
        this chapter, the articles, a member control agreement, or the 
        bylaws by a form of electronic communication consented to by the 
        governor to whom the notice is given is effective when given.  
        The notice is deemed given if by: 
           (1) facsimile communication, when directed to a telephone 
        number at which the governor has consented to receive notice; 
           (2) electronic mail, when directed to an electronic mail 
        address at which the governor has consented to receive notice; 
        and 
           (3) any other form of electronic communication by which the 
        governor has consented to receive notice, when directed to the 
        governor. 
           (c) Consent by a governor to notice given by electronic 
        communication may be given in writing or by authenticated 
        electronic communication.  Any consent so given may be relied 
        upon until revoked by the governor, provided that no revocation 
        affects the validity of any notice given before receipt of 
        revocation of the consent. 
           Sec. 48.  Minnesota Statutes 2002, section 322B.643, 
        subdivision 6, is amended to read: 
           Subd. 6.  [WAIVER OF NOTICE.] A governor may waive notice 
        of a meeting of the board of governors.  A waiver of notice by a 
        governor entitled to notice is effective whether given before, 
        at, or after the meeting, and whether given in writing, 
        orally, by authenticated electronic communication, or by 
        attendance.  Attendance by a governor at a meeting is a waiver 
        of notice of that meeting, except where the governor objects at 
        the beginning of the meeting to the transaction of business 
        because the meeting is not lawfully called or convened and does 
        not participate in the meeting after the objection.  
           Sec. 49.  Minnesota Statutes 2002, section 322B.77, 
        subdivision 2, is amended to read: 
           Subd. 2.  [MEMBER APPROVAL AND WHEN REQUIRED.] (a) A 
        limited liability company, by affirmative vote of a majority of 
        the governors present, may sell, lease, transfer, or otherwise 
        dispose of all or substantially all of its property and assets, 
        including its good will, not in the usual and regular course of 
        its business, upon those terms and conditions and for those 
        considerations, which may be money, securities, or other 
        instruments for the payment of money or other property, as the 
        board of governors considers expedient, when approved at a 
        regular or special meeting of the members by the affirmative 
        vote of the owners of a majority of the voting power of the 
        interests entitled to vote.  Written notice of the meeting must 
        be given to all members whether or not they are entitled to vote 
        at the meeting.  The written notice must state that a purpose of 
        the meeting is to consider the sale, lease, transfer, or other 
        disposition of all or substantially all of the property and 
        assets of the limited liability company.  
           (b) Member approval is not required under paragraph (a) if, 
        following the sale, lease, transfer, or other disposition of its 
        property and assets, the limited liability company retains a 
        significant continuing business activity.  If a limited 
        liability company retains a business activity that represented 
        at least (i) 25 percent of the limited liability company's total 
        assets at the end of the most recently completed fiscal year and 
        (ii) 25 percent of either income from continuing operations 
        before taxes or revenues from continuing operations for that 
        fiscal year, measured on a consolidated basis with its 
        subsidiaries for each of clauses (i) and (ii), then the limited 
        liability company will conclusively be deemed to have retained a 
        significant continuing business activity. 
           Sec. 50.  [322B.78] [CONVERSION.] 
           A domestic limited liability company may convert to a 
        domestic corporation pursuant to sections 302A.681 to 302A.691. 

                                   ARTICLE 15
                            FISCAL YEAR 2005 FUNDING 
           Section 1.  [CHAPTERS 321 AND 322A FILING FEES.] 
           (a) Notwithstanding Minnesota Statutes, section 321.206 and 
        chapter 322A, and effective July 1, 2004, the fee for filing a 
        limited partnership is $200; the fee for filing an amended 
        certificate of limited partnership is $100; the fee for filing a 
        certificate requesting authority to transact business in 
        Minnesota as a foreign limited partnership is $200; and the fee 
        for filing any other record, other than an annual registration 
        prior to revocation of authority to transact business in 
        Minnesota, required or permitted to be delivered for filing on a 
        foreign limited partnership authorized to transact business in 
        Minnesota is $100. 
           (b) This section expires June 30, 2005. 
           Sec. 2.  [APPROPRIATION.] 
           $75,000 is appropriated in fiscal year 2005 from the 
        general fund to the secretary of state for purposes of 
        implementing this act.  This is a onetime appropriation. 
           Presented to the governor May 13, 2004 
           Signed by the governor May 15, 2004, 11:00 p.m.