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1997 Minnesota Session Laws

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

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